What changed in this filing

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Item 1A. Risk Factors

2024-02-28 compared with 2023-03-16 · 543 added, 849 removed, 19 unchanged (99% of the section changed)

factors may have a materially adverse effect on our business, financial condition, and results of operations, including the risk, factors,

and uncertainties described under this Part I, Item 1A, and elsewhere in this Annual Report.

This is not an exhaustive list, and there

are other factors that may be applicable to our business that are not currently known to us or that we currently do not believe are material.

Any of these risks could have an adverse effect on our business, financial condition, operating results, or prospects, which could cause

the trading price of our common stock to decline, and you could lose part or all of your investment.

You should carefully consider the

risks, factors, and uncertainties described below, together with the other information contained in this Annual Report, as well as the

risk, factors, uncertainties, and other information we disclose in other filings we make with the SEC before making an investment decision

regarding our securities.

may be classified as an inadvertent investment company .

are not engaged in the business of investing, reinvesting, or trading in securities, and we do not hold ourselves out as being engaged

in those activities.

Under the Investment Company Act of 1940, as amended (the “1940 Act”), however, a company may be deemed

an investment company under Section 3(a)(1)(C) of the 1940 Act if the value of its investment securities is more than 40% of its total

assets (exclusive of government securities and cash items) on a consolidated basis.

have commenced digital asset mining, the outputs of which are digital assets, which may be deemed a security in the future, although

the SEC states that bitcoin, which is the only digital asset we currently mine, is not a security (https://www.sec.gov/oiea/investor-alerts-and-bulletins/ib_fundstrading).

In the event that the digital assets other than bitcoin held by us exceed 40% of our total assets, exclusive of cash, we inadvertently

become an investment company.

An inadvertent investment company can avoid being classified as an investment company if it can rely on

one of the exclusions under the 1940 Act.

One such exclusion, Rule 3a-2 under the 1940 Act, allows an inadvertent investment company

a grace period of one year from the earlier of (a) the date on which an issuer owns securities and/or cash having a value exceeding 50%

of the issuer’s total assets on either a consolidated or unconsolidated basis and (b) the date on which an issuer owns or proposes

to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of government

securities and cash items) on an unconsolidated basis.

We are putting in place policies that we expect will work to keep the investment

securities held by us at less than 40% of our total assets, which may include acquiring assets with our cash, liquidating our investment

securities or seeking a no-action letter from the SEC if we are unable to acquire sufficient assets or liquidate sufficient investment

securities in a timely manner.

Rule 3a-2 is available to a company no more than once every three years, and assuming no other exclusion were available to us, we would

have to keep within the 40% limit for at least three years after we cease being an inadvertent investment company.

This may limit our

ability to make certain investments or enter into joint ventures that could otherwise have a positive impact on our earnings.

event, we do not intend to become an investment company engaged in the business of investing and trading securities.

Classification

as an investment company under the 1940 Act requires registration with the SEC.

If an investment company fails to register, it would

have to stop doing almost all business, and its contracts would become voidable.

Registration is time consuming and restrictive and would

require a restructuring of our operations, and we would be very constrained in the kind of business we could do as a registered investment

Further, we would become subject to substantial regulation concerning management, operations, transactions with affiliated persons

and portfolio composition, and would need to file reports under the 1940 Act regime.

The cost of such compliance would result in the

Company incurring substantial additional expenses, and the failure to register if required would have a materially adverse impact to

conduct our operations.

If we determine to mine digital assets other than bitcoin in the future, we will establish and disclose the process

and framework we use to determine if such digital assets are securities under Section 2(a)(1) of the Securities Act and will address

any specific risks in our policy and framework in making such a determination.

This description would also include any policy/framework

limitations and state these are risk-based judgments by us and not a legal standard or determination binding on any regulator.

to effectively manage our growth could place strains on our managerial, operational and financial resources and could adversely affect

our business and operating results .

growth has placed, and is expected to continue to place, a strain on our limited managerial, operational and financial resources and

Further, as our subsidiary companies’ businesses grow, we will be required to continue to manage multiple relationships.

Any further growth by us or our subsidiary companies, or an increase in the number of our strategic relationships, may place additional

strain on our managerial, operational and financial resources and systems.

Although we may not grow as we expect, if we fail to manage

our growth effectively or to develop and expand our managerial, operational and financial resources and systems, our business and financial

results would be materially harmed.

further development and acceptance of digital asset networks and other digital assets, which represent a new and rapidly changing industry,

are subject to a variety of factors that are difficult to evaluate.

The slowing or stopping of the development or acceptance of digital

asset systems may adversely affect an investment in us.

assets such as bitcoins, that may be used, among other things, to buy and sell goods and services are a new and rapidly evolving industry

of which the digital asset networks are prominent, but not unique, parts.

The growth of the digital asset industry in general, and the

digital asset networks of bitcoin in particular, are subject to a high degree of uncertainty.

The factors affecting the further development

of the digital asset industry, as well as the digital asset networks, include:

worldwide growth in the adoption and use of bitcoins and other digital assets;

and quasi-government regulation of bitcoins and other digital assets and their use, or restrictions on or regulation of access to

and operation of the digital asset network or similar digital assets systems;

maintenance and development of the open-source software protocol of the Bitcoin network;

in consumer demographics and public tastes and preferences;

availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat

economic conditions and the regulatory environment relating to digital assets;

impact of regulators focusing on digital assets and digital securities and the costs associated with such regulatory oversight;

decline in the popularity or acceptance of the digital asset networks of bitcoin, or similar digital asset systems, could adversely

affect an investment in us.

contributors to all or any digital asset network could propose amendments to the respective network’s protocols and software that,

if accepted and authorized by such network, could adversely affect an investment in us.

example, with respect to Bitcoins network, a small group of individuals contribute to the Bitcoin Core project on GitHub.com.

These individuals

can propose refinements or improvements to the Bitcoin network’s source code through one or more software upgrades that alter the

protocols and software that govern the Bitcoin network and the properties of Bitcoin, including the irreversibility of transactions and

limitations on the mining of new bitcoin.

Proposals for upgrades and discussions relating thereto take place on online forums.

there is an ongoing debate regarding altering the blockchain by increasing the size of blocks to accommodate a larger volume of transactions.

Although some proponents support an increase, other market participants oppose an increase to the block size as it may deter miners from

confirming transactions and concentrate power into a smaller group of miners.

To the extent that a significant majority of the users

and miners on the Bitcoin network install such software upgrade(s), the Bitcoin network would be subject to new protocols and software

that may adversely affect an investment in the Shares.

In the event a developer or group of developers proposes a modification to the

Bitcoin network that is not accepted by a majority of miners and users, but that is nonetheless accepted by a substantial plurality of

miners and users, two or more competing and incompatible blockchain implementations could result.

This is known as a “hard fork.”

In such a case, the “hard fork” in the blockchain could materially and adversely affect the perceived value of digital assets

as reflected on one or both incompatible blockchains, which may adversely affect an investment in us.

open-source structure of the Bitcoin network protocol means that the contributors to the protocol are generally not directly compensated

for their contributions in maintaining and developing the protocol.

A failure to properly monitor and upgrade the protocol could damage

the Bitcoin network and an investment in us.

Bitcoin network for example operates based on an open-source protocol maintained by contributors, largely on the Bitcoin Core project

As an open source project, Bitcoin is not represented by an official organization or authority.

As the Bitcoin network protocol

is not sold and its use does not generate revenues for contributors, contributors are generally not compensated for maintaining and updating

the Bitcoin network protocol.

The lack of guaranteed financial incentive for contributors to maintain or develop the Bitcoin network

and the lack of guaranteed resources to adequately address emerging issues with the Bitcoin network may reduce incentives to address

the issues adequately or in a timely manner.

Changes to a digital asset network which we are mining on may adversely affect an investment

a malicious actor or botnet obtains control in excess of 50% of the processing power active on any digital asset network, including the

Bitcoin network, it is possible that such actor or botnet could manipulate the blockchain in a manner that adversely affects an investment

a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions

of the computers) obtains a majority of the processing power dedicated to mining on any digital asset network, including the Bitcoin

network, it may be able to alter the blockchain by constructing alternate blocks if it is able to solve for such blocks faster than the

remainder of the miners on the blockchain can add valid blocks.

In such alternate blocks, the malicious actor or botnet could control,

exclude or modify the ordering of transactions, though it could not generate new digital assets or transactions using such control.

alternate blocks, the malicious actor could “double-spend” its own digital assets (i.e., spend the same digital assets in

more than one transaction) and prevent the confirmation of other users’ transactions for so long as it maintains control.

extent that such malicious actor or botnet does not yield its majority control of the processing power or the digital asset community

does not reject the fraudulent blocks as malicious, reversing any changes made to the blockchain may not be possible.

Such changes could

adversely affect an investment in us.

approach towards and possible crossing of the 50% threshold indicate a greater risk that a single mining pool could exert authority over

the validation of digital asset transactions.

To the extent that the digital assets ecosystems do not act to ensure greater decentralization

of digital asset mining processing power, the feasibility of a malicious actor obtaining in excess of 50% of the processing power on

any digital asset network (e.g., through control of a large mining pool or through hacking such a mining pool) will increase, which may

adversely impact an investment in us.

the award of digital assets for solving blocks and transaction fees for recording transactions are not sufficiently high to incentivize

miners, miners may cease expending hashrate to solve blocks and confirmations of transactions on the blockchain could be slowed temporarily.

A reduction in the hashrate expended by miners on any digital asset network could increase the likelihood of a malicious actor obtaining

control in excess of fifty percent (50%) of the aggregate hashrate active on such network or the blockchain, potentially permitting such

actor to manipulate the blockchain in a manner that adversely affects an investment in us.

miners record transactions when they solve for and add blocks of information to the blockchain.

When a miner solves for a block, it creates

that block, which includes data relating to (i) the solution to the block, (ii) a reference to the prior block in the blockchain to which

the new block is being added and (iii) all transactions that have occurred but have not yet been added to the blockchain.

The miner becomes

aware of outstanding, unrecorded transactions through the data packet transmission and propagation discussed above.

Typically, bitcoin

transactions will be recorded in the next chronological block if the spending party has an internet connection and at least one minute

has passed between the transaction’s data packet transmission and the solution of the next block.

If a transaction is not recorded

in the next chronological block, it is usually recorded in the next block thereafter.

the award of new digital assets for solving blocks declines, and if transaction fees are not sufficiently high, miners may not have an

adequate incentive to continue mining and may cease their mining operations.

For example, the current fixed reward on the Bitcoin network

for solving a new block is six and one quarter (6.25).

bitcoins per block;

the reward decreased from twelve and one half (12.5) bitcoin

It is estimated that it will halve again in March 2024, and then again in about four (4) years, and approximately every

four (4) years thereafter until the last bitcoin has been mined, which is estimated to be in or around 2140.

This reduction may result

in a reduction in the aggregate hashrate of the Bitcoin network as the incentive for miners will decrease.

Moreover, miners ceasing operations

would reduce the aggregate hashrate on the Bitcoin network, which would adversely affect the confirmation process for transactions (i.e.,

temporarily decreasing the speed at which blocks are added to the blockchain until the next scheduled adjustment in difficulty for block

solutions) and make the Bitcoin network more vulnerable to a malicious actor obtaining control in excess of fifty percent (50%) of the

aggregate hashrate on the Bitcoin network.

Periodically, the Bitcoin network has adjusted the difficulty for block solutions so that

solution speeds remain in the vicinity of the expected ten (10) minute confirmation time targeted by the Bitcoin network protocol.

believes that from time to time there will be further considerations and adjustments to the Bitcoin network, and others regarding the

difficulty for block solutions.

More significant reductions in aggregate hashrate on digital asset networks could result in material,

though temporary, delays in block solution confirmation time.

Any reduction in confidence in the confirmation process or aggregate hashrate

of any digital asset network may negatively impact the value of digital assets, which will adversely impact an investment in us.

the extent that the profit margins of digital asset mining operations are not high, operators of digital asset mining operations are

more likely to immediately sell their digital assets earned by mining in the digital asset exchange market, resulting in a reduction

in the price of digital assets that could adversely impact an investment in us.

the past two years, digital asset mining operations have evolved from individual users mining with computer processors, graphics processing

units and first-generation mining rigs.

Currently, new processing power brought onto the digital asset networks is predominantly added

by incorporated and unincorporated “professionalized” mining operations.

Professionalized mining operations may use proprietary

hardware or sophisticated machines.

They require the investment of significant capital for the acquisition of this hardware, the leasing

of operating space (often in data centers or warehousing facilities), incurring of electricity costs and the employment of technicians

to operate the mining farms.

As a result, professionalized mining operations are of a greater scale than prior miners and have more defined,

regular expenses and liabilities.

These regular expenses and liabilities require professionalized mining operations to more immediately

sell digital assets earned from mining operations on the digital asset exchange market, whereas it is believed that individual miners

in past years were more likely to hold newly mined digital assets for more extended periods.

The immediate selling of newly mined digital

assets greatly increases the supply of digital assets on the digital asset exchange market, creating downward pressure on the price of

each digital asset.

extent to which the value of digital assets mined by a professionalized mining operation exceeds the allocable capital and operating

costs determines the profit margin of such operation.

A professionalized mining operation may be more likely to sell a higher percentage

of its newly mined digital assets rapidly if it is operating at a low profit margin—and it may partially or completely cease operations

if its profit margin is negative.

In a low profit margin environment, a higher percentage could be sold into the digital asset exchange

market more rapidly, thereby potentially reducing digital asset prices.

Lower digital asset prices could result in further tightening

of profit margins, particularly for professionalized mining operations with higher costs and more limited capital reserves, creating

a network effect that may further reduce the price of digital assets until mining operations with higher operating costs become unprofitable

and remove mining power from the respective digital asset network.

The network effect of reduced profit margins resulting in greater

sales of newly mined digital assets could result in a reduction in the price of digital assets that could adversely impact an investment

the extent that any miners cease to record transactions in solved blocks, transactions that do not include the payment of a transaction

fee will not be recorded on the blockchain until a block is solved by a miner who does not require the payment of transaction fees.

widespread delays in the recording of transactions could result in a loss of confidence in that digital asset network, which could adversely

impact an investment in us.

the extent that any miners cease to record transaction in solved blocks, such transactions will not be recorded on the blockchain.

there are no known incentives for miners to elect to exclude the recording of transactions in solved blocks;

however, to the extent that

any such incentives arise (e.g., a collective movement among miners or one or more mining pools forcing bitcoin users to pay transaction

fees as a substitute for or in addition to the award of new bitcoins upon the solving of a block), actions of miners solving a significant

number of blocks could delay the recording and confirmation of transactions on the blockchain.

Any systemic delays in the recording and

confirmation of transactions on the blockchain could result in greater exposure to double-spending transactions and a loss of confidence

in certain or all digital asset networks, which could adversely impact an investment in us.

acceptance of digital asset network software patches or upgrades by a significant, but not overwhelming, percentage of the users and

miners in any digital asset network could result in a “fork” in the respective blockchain, resulting in the operation of

two separate networks until such time as the forked blockchains are merged.

The temporary or permanent existence of forked blockchains

could adversely impact an investment in us.

asset networks are open source projects and, although there is an influential group of leaders in, for example, the Bitcoin network community

known as the “Core Developers,” there is no official developer or group of developers that formally controls the Bitcoin

Any individual can download the Bitcoin network software and make any desired modifications, which are proposed to users and

miners on the Bitcoin network through software downloads and upgrades, typically posted to the Bitcoin development forum on GitHub.com.

A substantial majority of miners and Bitcoin users must consent to those software modifications by downloading the altered software or

upgrade that implements the changes;

otherwise, the changes do not become a part of the Bitcoin network.

Since the Bitcoin network’s

inception, changes to the Bitcoin network have been accepted by the vast majority of users and miners, ensuring that the Bitcoin network

remains a coherent economic system;

however, a developer or group of developers could potentially propose a modification to the Bitcoin

network that is not accepted by a vast majority of miners and users, but that is nonetheless accepted by a substantial population of

participants in the Bitcoin network.

In such a case, and if the modification is material and/or not backwards compatible with the prior

version of Bitcoin network software, a fork in the blockchain could develop and two separate Bitcoin networks could result, one running

the pre-modification software program and the other running the modified version (i.e., a second “Bitcoin” network).

a fork in the blockchain typically would be addressed by community-led efforts to merge the forked blockchains, and several prior forks

have been so merged.

This kind of split in the Bitcoin network could materially and adversely impact an investment in us and, in the

worst-case scenario, harm the sustainability of the Bitcoin network’s economy.

property rights claims may adversely affect the operation of some or all digital asset networks.

parties may assert intellectual property claims relating to the holding and transfer of digital assets and their source code.

of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in some or all digital

asset networks’ long-term viability or the ability of end-users to hold and transfer digital assets may adversely affect an investment

Additionally, a meritorious intellectual property claim could prevent us and other end-users from accessing some or all digital

asset networks or holding or transferring their digital assets.

As a result, an intellectual property claim against us or other large

digital asset network participants could adversely affect an investment in us.

or economic crises may motivate large-scale sales of digital assets, which could result in a reduction in some or all digital assets’

values and adversely affect an investment in us.

an alternative to fiat currencies that are backed by central governments, digital assets such as bitcoins, which are relatively new,

are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of buying and selling goods

and services, and it is unclear how such supply and demand will be impacted by geopolitical events.

Nevertheless, political or economic

crises may motivate large-scale acquisitions or sales of digital assets either globally or locally.

Large-scale sales of digital assets

would result in a reduction in their value and could adversely affect an investment in us.

ability to adopt technology in response to changing security needs or trends and reliance on third party, NYDIG, for custody poses

a challenge to the safekeeping of our digital assets.

history of digital asset exchanges has shown that exchanges and large holders of digital assets must adapt to technological change in

order to secure and safeguard their digital assets.

We rely on NYDIG’s 100% cold storage custody solution held in a purpose-built

physically-secure environment based on established, industry best practices to safeguard our digital assets from theft, loss, destruction

or other issues relating to hackers and technological attack.

We believe that it may become a more appealing target of security threats

as the size of our bitcoin holdings grow.

To the extent that either NYDIG or we are unable to identify and mitigate or stop new security

threats, our digital assets may be subject to theft, loss, destruction or other attack, which could adversely affect an investment in

To the extent that NYDIG is no longer, due to the current banking crisis, able to safeguard our assets, we would be at risk of

loss if safeguarding protocols fail.

threats to us could result in, a loss of our digital assets, or damage to the reputation and our brand, each of which could adversely

affect an investment in us.

breaches, computer malware and computer hacking attacks have been a prevalent concern in the digital asset exchange markets, for example

since the launch of the Bitcoin network.

Any security breach caused by hacking, which involves efforts to gain unauthorized access to

information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment,

and the inadvertent transmission of computer viruses, could harm our business operations or result in loss of our digital assets.

breach of our infrastructure could result in damage to our reputation which could adversely affect an investment in us.

we believe that, as our assets grow, it may become a more appealing target for security threats such as hackers and malware.

rely on NYDIG’s 100% cold storage custody solution held in a purpose-built physically-secure environment based on established,

industry best practices to safeguard our digital assets from theft, loss, destruction or other issues relating to hackers and technological

Nevertheless, NYDIG’s security system may not be impenetrable and may not be free from defect or immune to acts of God,

and any loss due to a security breach, software defect or act of God will be borne by the Company.

security system and operational infrastructure may be breached due to the actions of outside parties, error or malfeasance of an employee

of ours, or otherwise, and, as a result, an unauthorized party may obtain access to our, private keys, data or bitcoins.

Additionally,

outside parties may attempt to fraudulently induce employees of ours to disclose sensitive information in order to gain access to our

infrastructure.

As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently,

or may be designed to remain dormant until a predetermined event and often are not recognized until launched against a target, we may

be unable to anticipate these techniques or implement adequate preventative measures.

If an actual or perceived breach of our security

system occurs, the market perception of the effectiveness of our security system could be harmed, which could adversely affect an investment

the event of a security breach, we may be forced to cease operations, or suffer a reduction in assets, the occurrence of each of which

could adversely affect an investment in us.

loss of confidence in our security system, or a breach of our security system, may adversely affect us and the value of an investment

will take measures to protect us and our digital assets from unauthorized access, damage or theft;

however, it is possible that the security

system may not prevent the improper access to, or damage or theft of our digital assets.

A security breach could harm our reputation

or result in the loss of some or all of our digital assets.

A resulting perception that our measures do not adequately protect our digital

assets could result in a loss of current or potential shareholders, reducing demand for our Common Stock and causing our shares to decrease

asset transactions are irrevocable and stolen or incorrectly transferred digital assets may be irretrievable.

As a result, any

incorrectly executed digital asset transactions could adversely affect an investment in us.

asset transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient

of the transaction or, in theory, control or consent of a majority of the processing power on the respective digital asset network.

a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of digital assets or a

theft of digital assets generally will not be reversible, and we may not be capable of seeking compensation for any such transfer or

Although our transfers of digital assets will regularly be made to or from vendors, consultants, services providers, etc.

possible that, through computer or human error, or through theft or criminal action, our digital assets could be transferred from us

in incorrect amounts or to unauthorized third parties.

To the extent that we are unable to seek a corrective transaction with such third

party or are incapable of identifying the third party which has received our digital assets through error or theft, we will be unable

to revert or otherwise recover incorrectly transferred Company digital assets.

To the extent that we are unable to seek redress for such

error or theft, such loss could adversely affect an investment in us.

limited rights of legal recourse against us, and our lack of insurance protection expose us and our shareholders to the risk of loss

of our digital assets for which no person is liable.

digital assets held by us are not insured.

Therefore, a loss may be suffered with respect to our digital assets which is not covered

by insurance and for which no person is liable in damages which could adversely affect our operations and, consequently, an investment

may not have adequate sources of recovery if our digital assets are lost, stolen or destroyed.

our digital assets are lost, stolen or destroyed under circumstances rendering a party liable to us, the responsible party may not have

the financial resources sufficient to satisfy our claim.

For example, as to a particular event of loss, the only source of recovery for

us might be limited to the extent identifiable, other responsible third parties (e.g., a thief or terrorist), any of which may not have

the financial resources (including liability insurance coverage) to satisfy a valid claim of ours.

Furthermore, bitcoin is not subject

to FDIC or SIPC protection so the protection afforded to depositors at banking institutions.

sale of our digital assets to pay expenses at a time of low digital asset prices could adversely affect an investment in us.

may sell our digital assets to pay expenses on an as-needed basis, irrespective of then-current prices.

Consequently, our digital assets

may be sold at a time when the prices on the respective digital asset exchange market are low, which could adversely affect an investment

changes or actions may restrict the use of bitcoins or the operation of the Bitcoin network in a manner that adversely affects an investment

recently, little or no regulatory attention has been directed toward bitcoin and the Bitcoin network by U.S.

federal and state governments,

foreign governments and self-regulatory agencies.

As bitcoin has grown in popularity and in market size, the Federal Reserve Board, U.S.

Congress and certain U.S.

agencies (e.g., the CFTC, the Commission, FinCEN and the Federal Bureau of Investigation) have begun to examine

the operations of the Bitcoin network, bitcoin users and the bitcoin exchange market.

assets currently face an uncertain regulatory landscape in not only the United States but also in many foreign jurisdictions such as

the European Union, China and Russia.

While certain governments such as Germany, where the Ministry of Finance has declared bitcoin to

be “ Rechnungseinheiten ” (a form of private money that is recognized as a unit of account, but not recognized in the

same manner as fiat currency), have issued guidance as to how to treat bitcoin, most regulatory bodies have not yet issued official statements

regarding intention to regulate or determinations on regulation of bitcoin, the Bitcoin network and bitcoin users.

effect of any future regulatory change on us, bitcoins, or other digital assets is impossible to predict, but such change could be substantial

and adverse to us and could adversely affect an investment in us.

may be illegal now, or in the future, to acquire, own, hold, sell or use digital assets in one or more countries, and ownership of, holding

or trading in our securities may also be considered illegal and subject to sanction.

currently digital assets are not regulated or are lightly regulated in most countries, including the United States, one or more countries

such as China and Russia may take regulatory actions in the future that severely restricts the right to acquire, own, hold, sell or use

digital assets or to exchange digital assets for fiat currency.

Such an action may also result in the restriction of ownership, holding

or trading in our securities.

Such restrictions may adversely affect an investment in us.

regulatory changes or interpretations of our activities require our registration as a money services business (“MSB”) under

the regulations promulgated by FinCEN under the authority of the U.S.

Bank Secrecy Act, we may be required to register and comply with

such regulations.

If regulatory changes or interpretations of our activities require the licensing or other registration of us as a money

transmitter (or equivalent designation) under state law in any state in which we operate, we may be required to seek licensure or otherwise

In the event of any such requirement, to the extent Marathon decides to continue, the required

registrations, licensure and regulatory compliance steps may result in extraordinary, non-recurring expenses to us.

We may also decide

to cease Marathon’s operations.

Any termination of certain Company operations in response to the changed regulatory circumstances

may be at a time that is disadvantageous to investors.

the extent that the activities of Marathon cause it to be deemed an MSB under the regulations promulgated by FinCEN under the authority

Bank Secrecy Act, Marathon may be required to comply with FinCEN regulations, including those that would mandate Marathon

to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records.

the extent that the activities of Marathon cause it to be deemed a “money transmitter” (“MT”) or equivalent designation,

under state law in any state in which Marathon operates, Marathon may be required to seek a license or otherwise register with a state

regulator and comply with state regulations that may include the implementation of anti-money laundering programs, maintenance of certain

records and other operational requirements.

Currently, the NYSDFS has finalized its “BitLicense” framework for businesses

that conduct “virtual currency business activity,” the Conference of State Bank Supervisors has proposed a model form of

state level “virtual currency” regulation and additional state regulators including those from California, Idaho, Virginia,

Kansas, Texas, South Dakota and Washington have made public statements indicating that virtual currency businesses may be required to

seek licenses as money transmitters.

In July 2016, North Carolina updated the law to define “virtual currency” and the activities

that trigger licensure in a business-friendly approach that encourages companies to use virtual currency and blockchain technology.

Specifically,

the North Carolina law does not require miners or software providers to obtain a license for multi-signature software, smart contract

platforms, smart property, colored coins and non-hosted, non-custodial wallets.

Starting January 1, 2016, New Hampshire requires anyone

who exchanges a digital asset for another currency must become a licensed and bonded money transmitter.

In numerous other states, including

Connecticut and New Jersey, legislation is being proposed or has been introduced regarding the treatment of bitcoin and other digital

Marathon will continue to monitor for developments in such legislation, guidance or regulations.

additional federal or state regulatory obligations may cause Marathon to incur extraordinary expenses, possibly affecting an investment

in the Shares in a material and adverse manner.

Furthermore, Marathon and its service providers may not be capable of complying with

certain federal or state regulatory obligations applicable to MSBs and MTs.

If Marathon is deemed to be subject to and determines not

to comply with such additional regulatory and registration requirements, we may act to dissolve and liquidate Marathon.

Any such action

may adversely affect an investment in us.

interpretations require the regulation of bitcoins under the CEA by the CFTC, we may be required to register and comply with such regulations.

To the extent that we decide to continue operations, the required registrations and regulatory compliance steps may result in extraordinary,

non-recurring expenses to us.

We may also decide to cease certain operations.

Any disruption of our operations in response to the changed

regulatory circumstances may be at a time that is disadvantageous to investors.

and future legislation, CFTC and other regulatory developments, including interpretations released by a regulatory authority, may impact

the manner in which bitcoins are treated for classification and clearing purposes.

In particular, bitcoin derivatives are not excluded

from the definition of “commodity future” by the CFTC.

We cannot be certain as to how future regulatory developments will

impact the treatment of bitcoins under the law.

have been deemed to fall within the definition of a commodity and, we may be required to register and comply with additional regulation

under the CEA, including additional periodic report and disclosure standards and requirements.

Moreover, we may be required to register

as a commodity pool operator and to register us as a commodity pool with the CFTC through the National Futures Association.

Such additional

registrations may result in extraordinary, non-recurring expenses, thereby materially and adversely impacting an investment in us.

we determine not to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations.

Any such action may adversely affect an investment in us.

No CFTC orders or rulings are applicable to our business.

regulatory changes or interpretations require the regulation of bitcoins under the Securities Act and Investment Company Act by the Commission,

we may be required to register and comply with such regulations.

To the extent that we decide to continue operations, the required registrations

and regulatory compliance steps may result in extraordinary, non-recurring expenses to us.

Certain factors may have a materially adverse effect on our business, financial condition, and results of operations, including the risk, factors, and uncertainties described under this Part I, Item 1A, and elsewhere in this Annual Report.

This is not an exhaustive list, and there are other factors that may be applicable to our business that are not currently known to us or that we currently do not believe are material.

Any of these risks could have an adverse effect on our business, financial condition, operating results, or prospects, which could cause the trading price of our common stock to decline, and you could lose part or all of your investment.

You should carefully consider the risks, factors, and uncertainties described below, together with the other information contained in this Annual Report, as well as the risk, factors, uncertainties, and other information we disclose in other filings we make with the SEC before making an investment decision regarding our securities.

Risk Factor Summary

Below is a summary of the principal factors that make an investment in our common stock speculative or risky.

This summary does not address all of the risks we face.

Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below and should be carefully considered, together with other information included in this Annual Report.

Risks Related to Our Business

• Bitcoin prices are very volatile and this may affect our ability to effectively manage growth plans and our profitability;

• If we fail to grow our hash rate, we may be unable to compete, and our results of operations could suffer.

• Fluctuations in the price of bitcoin may significantly influence the market price of our bitcoin holdings and therefore the price of our common stock;

• Further significant disruptions in the crypto asset markets, such as those experienced in the second half of 2022, may cause further material impairment of the value and use of our mining rigs;

• Political or economic crises may motivate large-scale sales of digital assets, which could result in a reduction in some or all digital assets’ values and adversely affect an investment in our securities;

• Bitcoin is subject to halving and as such the reward for successfully solving a block will halve several times in the future and its value may not adjust to compensate us for the reduction in the rewards we receive from our mining efforts, which could cause us to cease our mining operations altogether and investors could suffer a complete loss of their investment;

• Security threats to our business could result in a loss of our digital assets, or damage to our reputation and brand, each of which could adversely affect an investment in our securities;

• The limited rights of legal recourse against us, and our lack of insurance protection exposes us and our stockholders to the risk of loss of our digital assets for which no person is liable;

• We rely on third-party hosting, and as such, our operations could be adversely affected by the actions or inactions of such third-parties.

Additionally, third-party hosting, among other things, often requires us to give the hosting company a first lien on the mining rigs installed on the site and creates business risk for us.

• We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our financial statements or cause us to fail to meet periodic reporting obligations;

• We have unresolved Staff comments which could result in restated financial statements.

Risks Related to Governmental Regulation and Enforcement

• Regulatory changes or actions may restrict the use of bitcoins or the operation of the Bitcoin network in a manner that adversely affects an investment in our securities;

• Due to the unregulated nature and lack of transparency surrounding the operations of many bitcoin trading venues, they may experience fraud, security failures or operational problems, which may adversely affect the value of our bitcoin;

• If regulatory changes or interpretations require the regulation of bitcoins under the Securities Act and the Investment Company Act of 1940, as amended (the “Investment Act”) by the SEC, we may be required to register and comply with such regulations.

To the extent we decide to continue operations, the required registrations and regulatory compliance steps may result in extraordinary, non-recurring expenses to us.

We may also decide to cease certain operations.

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This would likely have a material adverse effect on us and investors may lose their investment;

and future legislation and the Commission rulemaking and other regulatory developments, including interpretations released by a regulatory

authority, may impact the manner in which bitcoins are treated for classification and clearing purposes.

The Commission’s July

25, 2017 Report expressed its view that digital assets may be securities depending on the facts and circumstances.

As of the date of

this prospectus, we are not aware of any rules that have been proposed to regulate bitcoins as securities.

We cannot be certain as to

how future regulatory developments will impact the treatment of bitcoins under the law.

Such additional registrations may result in extraordinary,

non-recurring expenses, thereby materially and adversely impacting an investment in us.

If we determine not to comply with such additional

regulatory and registration requirements, we may seek to cease certain of our operations.

Any such action may adversely affect an investment

the extent that digital assets including bitcoins and other digital assets we may own are deemed by the Commission to fall within the

definition of a security, we may be required to register and comply with additional regulation under the 1940 Act, including additional

periodic reporting and disclosure standards and requirements and the registration of our Company as an investment company.

Additionally,

one or more states may conclude bitcoins and other digital assets we may own are a security under state securities laws which would require

registration under state laws including merit review laws which would adversely impact us since we would likely not comply.

earlier in this prospectus, some states including California define the term “investment contract” more strictly than the

Such additional registrations may result in extraordinary, non-recurring expenses of our Company, thereby materially and

adversely impacting an investment in our Company.

If we determine not to comply with such additional regulatory and registration requirements,

we may seek to cease all or certain parts of our operations.

Any such action would likely adversely affect an investment in us and investors

may suffer a complete loss of their investment.

federal or state legislatures or agencies initiate or release tax determinations that change the classification of bitcoins as property

for tax purposes (in the context of when such bitcoins are held as an investment), such determination could have a negative tax consequence

on our Company or our shareholders.

IRS guidance indicates that digital assets such as bitcoin should be treated and taxed as property, and that transactions involving the

payment of bitcoin for goods and services should be treated as barter transactions.

While this treatment creates a potential tax reporting

requirement for any circumstance where the ownership of a bitcoin passes from one person to another, usually by means of bitcoin transactions

(including off-blockchain transactions), it preserves the right to apply capital gains treatment to those transactions which may adversely

affect an investment in our Company.

loss or destruction of a private key required to access a digital asset may be irreversible.

Our loss of access to our private keys or

our experience of a data loss relating to our Company’s digital assets could adversely affect an investment in our Company.

assets are controllable only by the possessor of both the unique public key and private key relating to the local or online digital wallet

in which the digital assets are held.

We are required by the operation of digital asset networks to publish the public key relating to

a digital wallet in use by us when it first verifies a spending transaction from that digital wallet and disseminates such information

into the respective network.

We safeguard and keep private the private keys relating to our digital assets by relying on NYDIG’s

100% cold storage custody solution held in a purpose-built physically-secure environment based on established, industry best practices

to safeguard our digital assets from theft, loss, destruction or other issues relating to hackers and technological attack;

to the extent

a private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, we will be unable to access

the digital assets held by it and the private key will not be capable of being restored by the respective digital asset network.

loss of private keys relating to digital wallets used to store our digital assets could adversely affect an investment in us.

the award of digital assets for solving blocks and transaction fees for recording transactions are not sufficiently high to cover expenses

related to running data center operations, it may have adverse effects on an investment in us.

the award of new digital assets for solving blocks declines and transaction fees are not sufficiently high, we may not have an adequate

incentive to continue our mining operations, which may adversely impact an investment in us.

the number of digital assets awarded for solving a block in the blockchain decreases, the incentive for miners to continue to contribute

processing power to the respective digital asset network will transition from a set reward to transaction fees.

Either the requirement

from miners of higher transaction fees in exchange for recording transactions in the blockchain or a software upgrade that automatically

charges fees for all transactions may decrease demand for digital assets and prevent the expansion of the digital asset networks to retail

merchants and commercial businesses, resulting in a reduction in the price of digital assets that could adversely impact an investment

order to incentivize miners to continue to contribute processing power to any digital asset network, such network may either formally

or informally transition from a set reward to transaction fees earned upon solving for a block.

This transition could be accomplished

either by miners independently electing to record in the blocks they solve only those transactions that include payment of a transaction

fee or by the digital asset network adopting software upgrades that require the payment of a minimum transaction fee for all transactions.

If transaction fees paid for digital asset transactions become too high, the marketplace may be reluctant to accept digital assets as

a means of payment and existing users may be motivated to switch from one digital asset to another digital asset or back to fiat currency.

Decreased use and demand for bitcoins that we have accumulated may adversely affect their value and may adversely impact an investment

in the price of bitcoin may significantly influence the market price of our bitcoin holdings and therefore the price of our class A common

the extent investors view the value of our class A common stock as linked to the value or change in the value of our bitcoin, fluctuations

in the price of bitcoin may significantly influence the market price of our class A common stock.

bitcoin holdings could subject us to regulatory scrutiny

noted above, several bitcoin investment vehicles have attempted to list their shares on a U.S.

national securities exchange to permit

them to function in the manner of an ETF with continuous share creation and redemption at NAV.

To date the SEC has declined to approve

any such listing, citing concerns over the surveillance of trading in markets for the underlying bitcoin as well as concerns about fraud

and manipulation in bitcoin trading markets.

Even though we do not function in the manner of an ETF and do not offer continuous share

creation and redemption at NAV, it is possible that we nevertheless could face regulatory scrutiny from the SEC, as a company with securities

traded on The Nasdaq Capital Market.

addition, as digital assets, including bitcoin, have grown in popularity and market size, there has been increasing focus on the extent

to which digital assets can be used to launder the proceeds of illegal activities or fund criminal or terrorist activities, or entities

subject to sanctions regimes.

While we have implemented and maintain policies and procedures reasonably designed to promote compliance

with applicable anti-money laundering and sanctions laws and regulations and take care to only acquire our bitcoin through entities subject

to anti money laundering regulation and related compliance rules in the United States, if we are found to have purchased any of our bitcoin

from bad actors that have used bitcoin to launder money or persons subject to sanctions, we may be subject to regulatory proceedings

and further transactions or dealings in bitcoin may be restricted or prohibited.

to the unregulated nature and lack of transparency surrounding the operations of many bitcoin trading venues, they may experience fraud,

security failures or operational problems, which may adversely affect the value of our bitcoin

trading venues are relatively new and, in some cases, unregulated.

Furthermore, there are many bitcoin trading venues which do not provide

the public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance.

As a result, the marketplace may lose confidence in bitcoin trading venues, including prominent exchanges that handle a significant volume

of bitcoin trading.

perception, a lack of stability in the broader bitcoin markets and the closure or temporary shutdown of bitcoin trading venues due to

fraud, business failure, hackers or malware, or government-mandated regulation may reduce confidence in bitcoin and result in greater

volatility in the prices of bitcoin.

To the extent investors view our common stock as linked to the value of our bitcoin holdings, these

potential consequences of a bitcoin trading venue’s failure could have a material adverse effect on the market value of our common

price of bitcoin may be influenced by regulatory, commercial, and technical factors that are highly uncertain

and other digital assets are relatively novel and are subject to various risks and uncertainties that may adversely impact their price.

For example, the application of securities laws and other regulations to such assets is unclear in certain respects, and it is possible

that regulators in the United States or foreign countries may create new regulations or interpret laws in a manner that adversely affects

the price of bitcoin.

The growth of the digital assets industry in general, and the use and acceptance of bitcoin in particular, may

also impact the price of bitcoin and is subject to a high degree of uncertainty.

The pace of worldwide growth in the adoption and use

of bitcoin may depend, for instance, on public familiarity with digital assets, ease of buying and accessing bitcoin, institutional demand

for bitcoin as an investment asset, consumer demand for bitcoin as a means of payment, and the availability and popularity of alternatives

Even if growth in bitcoin adoption occurs in the near or medium-term, there is no assurance that bitcoin usage will continue

to grow over the long-term.

Because bitcoin has no physical existence beyond the record of transactions on the Bitcoin blockchain, a

variety of technical factors related to the Bitcoin blockchain could also impact the price of bitcoin.

For example, malicious attacks

by “miners” who validate bitcoin transactions, inadequate mining fees to incentivize validating of bitcoin transactions,

hard “forks” of the Bitcoin blockchain into multiple blockchains, and advances in quantum computing could undercut the integrity

of the Bitcoin blockchain and negatively affect the price of bitcoin.

The liquidity of bitcoin may also be reduced and damage to the

public perception of bitcoin may occur, if financial institutions were to deny banking services to businesses that hold bitcoin, provide

bitcoin-related services or accept bitcoin as payment, which could also decrease the price of bitcoin.

are subject to an extensive, highly evolving and uncertain regulatory and business landscape and any adverse changes to, or our failure

to comply with, any laws and regulations, and adverse business reactions from counterparties could adversely affect our brand, reputation,

business, operating results, and financial condition.

business is subject to extensive laws, rules, regulations, policies, orders, determinations, directives, treaties, and legal and regulatory

interpretations and guidance, as well as counterparty risk in the markets in which we operate, including regulatory aspects from financial

services, federal energy and other regulators, the SEC, the CFTC, credit, crypto asset custody, exchange, and transfer, cross-border

and domestic money and crypto asset transmission, consumer and commercial lending, usury, foreign currency exchange, privacy, data governance,

data protection, cybersecurity, fraud detection, antitrust and competition, bankruptcy, tax, anti-bribery, economic and trade sanctions,

anti-money laundering, and counter-terrorist financing, as well as the same regulatory risks applicable to counterparties, most notably

hosting businesses, as well as the recent economic issues and bankruptcies befalling some in this industry.

Many of these legal and regulatory

regimes were adopted prior to the advent of the internet, mobile technologies, crypto assets, and related technologies.

some applicable laws and regulations do not contemplate or address unique issues associated with the crypto economy, are subject to significant

uncertainty, and vary widely across U.S.

federal, state, and local and international jurisdictions.

These legal and regulatory regimes,

including the laws, rules, and regulations thereunder, evolve frequently and may be modified, interpreted, and applied in an inconsistent

manner from one jurisdiction to another, and may conflict with one another.

Moreover, the complexity and evolving nature of our business

and the significant uncertainty surrounding the regulation of the crypto economy requires us to exercise our judgment as to whether certain

laws, rules, and regulations apply to us, and it is possible that governmental bodies and regulators may disagree with our conclusions.

To the extent we have not complied with such laws, rules, and regulations, we could be subject to significant fines, revocation of licenses,

limitations on our products and services, reputational harm, and other regulatory consequences, each of which may be significant and

could adversely affect our business, operating results, and financial condition.

Additionally,

various governmental and regulatory bodies, including legislative and executive bodies, in the United States and in other countries may

adopt new laws and regulations, the direction and timing of which may be influenced by changes in the governing administrations and major

events in the crypto economy.

For example, following the failure of several prominent crypto trading venues and lending platforms, such

as FTX, Celsius Networks, Voyager and Three Arrows Capital in 2022 (even though these do not directly affect our business), the U.S.

Congress expressed the need for both greater federal oversight of the crypto economy and comprehensive cryptocurrency legislation.

the near future, various governmental and regulatory bodies, including in the United States, may introduce new policies, laws, and regulations

relating to crypto assets and the crypto economy generally, and crypto asset platforms in particular.

The failures of risk management

and other control functions at other companies that played a role in these events could accelerate an existing regulatory trend toward

stricter oversight of crypto asset platforms and the crypto economy.

to our business activities, we may be subject to ongoing examinations, oversight, and reviews and currently are, and expect in the future,

to be subject to investigations and inquiries, by U.S.

federal and state regulators, many of which have broad discretion to audit and

examine our business.

Moreover, new laws, regulations, or interpretations may result in additional litigation, regulatory investigations,

and enforcement or other actions, including preventing or delaying us from offering certain products or services offered by our competitors

or could impact how we offer such products and services.

Adverse changes to, or our failure to comply with, any laws and regulations

have had, and may continue to have, an adverse effect on our reputation and brand and our business, operating results, and financial

may have further restrictions on our liquidity due to unique risks which we could face in 2023.

risks to our liquidity outlook would include the following:

Deteriorating

macroeconomic conditions as a result of the potential for recession in 2023 discussed in the media

challenges arising from catastrophic events (such the FTX collapse and multiple bankruptcies of bitcoin mining companies in 2022

and 2023) that would adversely affect the credibility of, and therefore investor confidence in, companies engaged in the digital

declines in bitcoin prices and/or production, and increases in electricity costs which could adversely impact both the value of our

bitcoin holdings and our ongoing profitability

instability in the banking system and collapse of more banking institutions which could put

the liquidity and cash assets of third parties with which we do business such as miner hosting

entities and suppliers and us, if we bank in the future with an institution which subsequently

we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin,

we may lose some or all of our bitcoin and our financial condition and results of operations could be materially adversely affected

breaches and cyberattacks are of particular concern with respect to our bitcoin.

Bitcoin and other blockchain-based digital assets have

been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities.

A successful security breach

or cyberattack could result in a partial or total loss of our bitcoin in a manner that may not be covered by insurance or indemnity provisions

of the custody agreement with a custodian who holds our bitcoin.

Such a loss could have a material adverse effect on our financial condition

and results of operations.

in intellectual property laws may adversely affect our intellectual property position.

property laws, and patent laws and regulations in particular, have been subject to significant variability either through administrative

or legislative changes to such laws or regulations or changes or differences in judicial interpretation, and it is expected that such

variability will continue to occur.

• Changing environmental regulation and public energy policy may expose our business to new risks.

Risks Related to Our Common Stock

• Our stock price is volatile;

• Because there has been limited precedent set for financial accounting of bitcoin and other cryptocurrency assets, the determination that we have made for how to account for cryptocurrency assets transactions may be subject to change.

Risks Related to Our Business

Bitcoin prices are highly volatile, which may affect our ability to effectively manage growth plans and our profitability.

The price of bitcoin is extremely volatile and in fiscal 2023 the price range of bitcoin was between approximately $16,600 and $42,300.

The cost to mine a bitcoin is independent of the then current price of bitcoin, so when prices are low, the cost per coin to mine may consume much of our available cash, which means that there is less capital with which to invest in future company growth.

Similarly, when prices are low, our profitability is decreased on a dollar-for-dollar basis correlated to the then price of bitcoin.

Given the volatility of bitcoin, these factors render us unable to accurately predict in advance what our growth plans may be and accurately forecast any revenue and profitability projections for any reporting period.

The price of bitcoin may be influenced by regulatory, commercial, and technical factors that are highly uncertain.

Bitcoin and other digital assets are relatively novel and are subject to various risks and uncertainties that may adversely impact their price.

For example, the application of securities laws and other regulations to such assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may create new regulations or interpret laws in a manner that adversely affects the price of bitcoin.

The growth of the digital assets industry in general, and the use and acceptance of bitcoin in particular, may also impact the price of bitcoin and is subject to a high degree of uncertainty.

The pace of worldwide growth in the adoption and use of bitcoin could depend on the following:

• public familiarity with digital assets;

• ease of buying and accessing bitcoin;

• institutional demand for bitcoin as an investment asset;

• consumer demand for bitcoin as a means of payment;

• the availability and popularity of alternatives to bitcoin.

Even if growth in bitcoin adoption occurs in the near or medium-term, there is no assurance that bitcoin usage will continue to grow over the long-term.

Because bitcoin has no physical existence beyond the record of transactions on the Bitcoin blockchain, a variety of technical factors related to the Bitcoin blockchain could also impact the price of bitcoin.

For example, malicious attacks by “miners” who validate bitcoin transactions, inadequate mining fees to incentivize validating of bitcoin transactions, “hard forks” of the Bitcoin blockchain, and advances in quantum computing could undercut the integrity of the Bitcoin blockchain and negatively affect the price of bitcoin.

The liquidity of bitcoin may also be reduced and damage to the public perception of bitcoin may occur, if financial institutions were to deny banking services to businesses that hold bitcoin, provide bitcoin-related services or accept bitcoin as payment, which could also decrease the price of bitcoin.

Fluctuations in the price of bitcoin may significantly influence the market price of our bitcoin holdings and therefore, the price of our common stock.

To the extent investors view the value of our common stock as linked to the value or change in the value of our bitcoin, fluctuations in the price of bitcoin may significantly influence the market price of our common stock.

If we fail to grow our hash rate, we may be unable to compete, and our results of operations could suffer.

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

As greater adoption of Bitcoin occurs, we expect the demand for Bitcoin will increase further, drawing more mining companies into the industry and thereby increasing the global network hash rate.

As new and more powerful miners are deployed, the global network hash rate will continue to increase, meaning a miner’s chance of earning bitcoin rewards will decline unless it deploys additional hash rate at pace with the industry.

Accordingly, to maintain our chances of earning new bitcoin rewards and remaining competitive in our industry, we must seek to continually add new miners to grow our hash rate at pace with the growth in the Bitcoin global network hash rate.

However, as demand has increased and scarcity in the supply of new miners has resulted, the price of new

miners has increased sharply, and we expect this process to continue in the future as demand for bitcoin increases.

Therefore, if the price of bitcoin is not sufficiently high to allow us to fund our hash rate growth through new miner acquisitions and if we are otherwise unable to access additional capital to acquire these miners, our hash rate may stagnate and we may fall behind our competitors.

If this happens, our chances of earning new bitcoin rewards would decline and, as such, our results of operations and financial condition may suffer.

Further significant disruptions in the crypto asset markets, such as those experienced in the second half of 2022, may cause further material impairment of the value and use of our mining rigs.

During the fourth quarter of 2022, the per coin price of bitcoin reached a low of approximately $15,500 from a high of almost $21,500 earlier in the quarter.

This decrease in the price of bitcoin, combined with general market sentiment caused in large part by the collapse of FTX Trading Ltd.

(“FTX”) in November 2022 and various bitcoin company-related bankruptcies and restructurings, led to a material decline in the fair value of our mining rigs and deposits for future mining rig purchases during that period.

As a result, we recorded an impairment charge of $332.9 million on these assets during the quarter ended December 31, 2022, although operations were unaffected and continued throughout the period.

Any future decrease in the value of bitcoin could cause us to record additional impairments in the value of our current and future assets.

In addition, if bitcoin prices dropped to levels below that experienced in 2022 and held at those levels for a significant period of time, it could impact our profitability such that we would possibly need to consider whether it would be prudent to leave certain of our mining rigs idle until the price of bitcoin recovered.

Theoretically, there is a minimum bitcoin price that is so low that we would be incentivized to cease our mining operations, particularly where our operating costs exceed our revenues.

However, this is a complex projection involving multiple ever-changing, dynamic variables.

We have multiple mining sites and hosting partners, all with different hosting prices, electricity prices, and contract structures.

These costs would need to be compared to the current revenue being produced by our mining rigs.

Geopolitical or economic crises may create increased uncertainty and price changes, or motivate large-scale sales of digital assets, which could result in a reduction in some or all digital assets’ values and adversely affect an investment in our securities.

As an alternative to fiat currencies that are backed by central governments, digital assets such as bitcoin, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of buying and selling goods and services.

It is unclear how such supply and demand will be impacted by geopolitical events.

Nevertheless, geopolitical or economic crises may motivate large-scale acquisitions or sales of digital assets either globally or locally.

Large-scale sales of digital assets would result in a reduction in their value and could adversely affect an investment in our securities.

In addition, we are subject to price volatility and uncertainty due to geopolitical crises and economic downturns.

Such geopolitical crises and global economic downturns may be a result of invasion, or possible invasion, by one nation of another, leading to increased inflation and supply chain volatility.

Such crises, as well as inflation, will likely continue to have an effect on our ability to do business in a cost-effective manner.

The sale of our digital assets to pay expenses at a time of low digital asset prices could adversely affect an investment in our securities.

We may sell our digital assets to pay expenses on an as-needed basis, irrespective of then-current prices.

Consequently, our digital assets may be sold at a time when the prices on the respective digital asset exchange market are low, which could adversely affect an investment in our securities.

The development and acceptance of digital asset networks and other digital assets, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate.

The slowing or stopping of the development or acceptance of digital asset systems may adversely affect an investment in our securities.

Digital assets such as bitcoin, that may be used, among other things, to buy and sell goods and services are a new and rapidly evolving industry.

The growth of the digital asset industry in general, and the digital asset networks of bitcoin in particular, are highly uncertain.

The factors affecting the further development of the digital asset industry, as well as the digital asset networks, include:

• continued worldwide growth in the adoption and use of bitcoins and other digital assets;

• government and quasi-government regulation of bitcoins and other digital assets and their use, or restrictions on or regulation of access to and operation of the digital asset network or similar digital assets systems;

• the maintenance and development of the open-source software protocol of the Bitcoin network;

• changes in consumer demographics and public tastes and preferences;

• the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;

• general economic conditions and the regulatory environment relating to digital assets;

• the impact of regulators focusing on digital assets and digital securities and the costs associated with such regulatory oversight;

• a decline in the popularity or acceptance of the digital asset networks of bitcoin, or similar digital asset systems, could adversely affect an investment in our securities.

The open-source structure of the Bitcoin network protocol means the contributors to the protocol are generally not directly compensated for their contributions in maintaining and developing the protocol.

A failure to properly monitor and upgrade the protocol could damage the Bitcoin network and an investment in our securities.

Digital asset networks are open-source projects and, although there is an influential group of leaders in, for example, the Bitcoin network community known as the “Core Developers,” there is no official developer or group of developers that formally controls the Bitcoin network.

As an open-source project, Bitcoin is not represented by an official organization or authority.

The Bitcoin network protocol is not sold and contributors are generally not compensated for maintaining and updating the Bitcoin network protocol.

The lack of guaranteed financial incentive for contributors to maintain or develop the Bitcoin network and the lack of guaranteed resources to adequately address emerging issues with the Bitcoin network may reduce incentives to address the issues adequately or in a timely manner.

Changes to a digital asset network in which we are directing our mining efforts may adversely affect an investment in our securities.

The acceptance of digital asset network software patches or upgrades by a significant, but not overwhelming, percentage of the users and miners in any digital asset network could result in a “fork” in the respective blockchain, resulting in the operation of two separate networks until such time as the forked blockchains are merged.

The temporary or permanent existence of forked blockchains could adversely impact an investment in our securities.

Due to Bitcoin’s open-source project, any individual can download the Bitcoin network software and make any desired modifications, which are proposed to users and miners on the Bitcoin network through software downloads and upgrades, and typically posted to the Bitcoin development forum on GitHub.com.

A substantial majority of miners and Bitcoin users must consent to those software modifications by downloading the altered software or upgrade that implements the changes.

If not, the changes do not become a part of the Bitcoin network.

Since the Bitcoin network’s inception, changes to the Bitcoin network have been accepted by the vast majority of users and miners, ensuring that the Bitcoin network remains a coherent economic system.

However, a developer or group of developers could potentially propose a modification to the Bitcoin network that is not accepted by a vast majority of miners and users, but that is nonetheless accepted by a substantial population of participants in the Bitcoin network.

In such a case, and if the modification is material and/or not backwards compatible with the prior version of Bitcoin network software, a fork in the blockchain could develop and two separate Bitcoin networks could result with one running the pre-modification software program and the other running the modified version (i.e., a second “Bitcoin” network).

Such a fork in the blockchain is typically addressed by community-led efforts to merge the forked blockchains, and several prior forks have been so merged.

This kind of split in the Bitcoin network could materially and adversely impact an investment in our securities and harm the sustainability of the Bitcoin network’s economy.

As the number of digital assets awarded for solving a block in the blockchain decreases, the incentive for miners to continue to contribute processing power to the respective digital asset network will transition from a set reward to transaction fees.

Either the requirement from miners of higher transaction fees in exchange for recording transactions in the blockchain or a software upgrade that automatically charges fees for all transactions may decrease demand for digital assets and prevent the expansion of the digital asset networks to retail merchants and

commercial businesses, resulting in a reduction in the price of digital assets that could adversely impact an investment in our securities.

In order to incentivize miners to continue to contribute processing power to any digital asset network, such network may either formally or informally transition from a set reward to transaction fees earned upon solving for a block.

This transition could be accomplished either by miners independently electing to record in the blocks they solve only those transactions that include payment of a transaction fee or by the digital asset network adopting software upgrades that require the payment of a minimum transaction fee for all transactions.

If transaction fees paid for digital asset transactions become too high, the marketplace may be reluctant to accept digital assets as a means of payment and existing users may be motivated to switch from one digital asset to another digital asset or back to fiat currency.

Decreased use and demand for bitcoins that we have accumulated may adversely affect its value and may adversely impact an investment in it.

To the extent that any miners cease to record transactions in solved blocks, transactions that do not include the payment of a transaction fee will not be recorded on the blockchain until a block is solved by a miner who does not require the payment of transaction fees.

Any widespread delays in the recording of transactions could result in a loss of confidence in that digital asset network, which could adversely impact an investment in our securities.

To the extent that any miners cease to record transaction in solved blocks, such transactions will not be recorded on the blockchain.

Currently, there are no known incentives for miners to actively not record transactions in solved blocks.

However, to the extent that any such incentives arise (e.g., a collective movement among miners or one or more mining pools forcing bitcoin users to pay transaction fees as a substitute for or in addition to the award of new bitcoins upon the solving of a block), actions of miners solving a significant number of blocks could delay the recording and confirmation of transactions on the blockchain.

Any systemic delays in the recording and confirmation of transactions on the blockchain could result in greater exposure to double-spending transactions and a loss of confidence in certain or all digital asset networks, which could adversely impact an investment in our securities.

If a malicious actor or botnet obtains control in excess of 50% of the processing power active on any digital asset network, including the Bitcoin network, it is possible that such actor or botnet could manipulate the blockchain in a manner that adversely affects an investment in our securities.

If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the processing power dedicated to mining on any digital asset network, it may be able to alter the blockchain by constructing alternate blocks if it is able to solve for such blocks faster than the remainder of the miners on the blockchain can add valid blocks.

Within the alternate blocks, the malicious actor or botnet could control, exclude or modify the ordering of transaction.

However, it could not generate new digital assets or transactions using such control.

Using alternate blocks, the malicious actor or botnet could “double-spend” its own digital assets (i.e., spend the same digital assets in more than one transaction) and prevent the confirmation of other users’ transactions for so long as it maintains control.

To the extent that such malicious actor or botnet does not yield its majority control of the processing power or the digital asset community does not reject the fraudulent blocks as malicious, reversing any changes made to the blockchain may not be possible.

Such changes could adversely affect an investment in our securities.

The approach towards and possible crossing of the 50% threshold indicates a greater risk that a single mining pool could exert authority over the validation of digital asset transactions.

To the extent that the digital assets ecosystems do not act to ensure greater decentralization of digital asset mining processing power, the feasibility of a malicious actor obtaining in excess of 50% of the processing power on any digital asset network (e.g., through control of a large mining pool or through hacking such a mining pool) will increase, which may adversely impact an investment in our securities.

Bitcoin is subject to halving, and as such the reward for successfully solving a block will halve several times in the future and its value may not adjust to compensate us for the reduction in the rewards we receive from our mining efforts, which could cause us to cease our mining operations altogether and investors could suffer a complete loss of their investment.

Halving is a process designed to control the overall supply and reduce the risk of inflation in digital assets using a Proof-of-Work consensus algorithm.

In an event referred to as bitcoin “halving,” the bitcoin reward for mining any block is cut in half.

For example, the mining reward for bitcoin declined from 12.5 to 6.25 bitcoin on May 11, 2020.

This process is scheduled to occur once every 210,000 blocks.

It is estimated that bitcoin will next halve in April 2024 and then approximately every four years thereafter, until the total amount of bitcoin rewards issued reaches 21.0 million, and the theoretical supply of new Bitcoin is exhausted, which is expected to occur around 2140.

Once 21.0 million bitcoin are generated, the network will stop producing more.

Currently, there are more than 19.0 million bitcoin in circulation.

While bitcoin prices have had a history of price fluctuations around halving events, there is no

guarantee that any such price change will be favorable or would compensate for the reduction in mining reward.

If a corresponding and proportionate increase in the price of bitcoin does not follow these anticipated halving events, the revenue from our mining operations would decrease, and we may not have an adequate incentive to continue mining and may cease mining operations altogether, which may adversely affect an investment in our securities and investors could suffer a complete loss of their investment.

Furthermore, such reductions in bitcoin rewards for uncovering blocks may result in a reduction in the aggregate hash rate of the bitcoin network as the incentive for miners decreases.

Miners ceasing operations would reduce the collective processing power on the network, which would adversely affect the confirmation process for transactions and make the bitcoin network more vulnerable to malicious actors or botnets obtaining control in excess of 50% of the processing power active on the blockchain.

Such events may adversely affect our activities and an investment in our securities.

To the extent that the profit margins of digital asset mining operations are not high, operators of digital asset mining operations are more likely to immediately sell their digital assets earned by mining in the digital asset exchange market, resulting in a reduction in the price of digital assets that could adversely impact an investment in our securities.

Over the past two years, digital asset mining operations have evolved from individual users mining with computer processors, graphics processing units and first-generation mining rigs.

Currently, new processing power brought onto the digital asset networks is predominantly added by “professionalized” mining operations.

Professionalized mining operations may use proprietary hardware or sophisticated machines.

Professionalized mining operations require:

• the investment of significant capital for the acquisition of such hardware;

• the leasing of operating space (often in data centers or warehousing facilities);

• incurring of electricity costs;

• the employment of technicians to operate the mining farms.

As a result, professionalized mining operations are of a greater scale than prior miners and have more defined, regular expenses and liabilities.

These regular expenses and liabilities require professionalized mining operations to more immediately sell digital assets earned from mining operations on the digital asset exchange market.

To the contrary, it is believed that past individual miners were more likely to hold mined digital assets for more extended periods.

The immediate selling of newly mined digital assets greatly increases the supply of digital assets on the digital asset exchange market, creating downward pressure on the price of each digital asset.

The extent to which the value of digital assets mined by a professionalized mining operation exceeds the allocable capital and operating costs determines the profit margin of such operation.

A professionalized mining operation may be more likely to sell a higher percentage of its newly mined digital assets rapidly if it is operating at a low profit margin—and it may partially or completely stop operations if its profit margin is negative.

In a low profit margin environment, a higher percentage could be sold into the digital asset exchange market more rapidly, potentially reducing digital asset prices.

Lower digital asset prices may result in further tightening of profit margins, particularly for professionalized mining operations with higher costs and more limited capital reserves, creating a network effect that may further reduce the price of digital assets until mining operations with higher operating costs become unprofitable and remove mining power from the respective digital asset network.

The network effect of reduced profit margins resulting in greater sales of newly mined digital assets could result in a reduction in the price of digital assets that could adversely impact an investment in our securities.

Our reliance on immersion-cooling exposes us to additional risks.

Our business is also active in Bitcoin-related projects related to the technological development of immersion-cooling, an emerging technology in bitcoin mining, which is not in wide-spread use in the bitcoin mining industry, and has yet to be deployed in large scale.

As such, there is a risk we may not succeed in developing or deploying immersion-cooling at such a large scale to achieve sufficient cooling performance.

Our bitcoin miners that utilize immersion-cooling technology do not primarily rely on the use of water.

All Bitcoin mining infrastructure, including immersion-cooling and air-cooling, is an evolving study.

Cooling of bitcoin miners in general is a risk to achieving full potential from our hash rate.

The loss or destruction of a private key required to access a digital asset may be irreversible.

Our loss of access to our private keys or a data loss relating to our digital assets could adversely affect an investment in our securities.

Digital assets are controllable only by the possessor of both the unique public key and private key relating to the local or online digital wallet which hold the digital assets.

We are required by the operators of digital asset networks to publish the public key relating to a digital wallet in use once we first verify a spending transaction from that digital wallet and broadcast such information into the respective network.

We safeguard the private keys relating to our digital assets by relying on three custody providers, including New York Digital Investment Group LLC’s (“NYDIG”), relying on 100% cold-storage custody solutions held in purpose-built physically-secure environments based on established, industry best practices to safeguard digital assets from theft, loss, destruction or other issues relating to hackers and technological attack.

To the extent a private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, we will be unable to access the digital assets and the private key will not be capable of being restored by the respective digital asset network.

Any loss of private keys relating to digital wallets used to store our digital assets could adversely affect an investment in our securities.

Security threats to our business could result in, a loss of our digital assets, or damage to our reputation and our brand, each of which could adversely affect an investment in our securities.

Security breaches, computer malware and computer hacking attacks have been a prevalent concern in the digital asset exchange markets.

A security breach caused by hacking, could include, but is not limited to:

• efforts to gain unauthorized access to information or systems;

• efforts to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment;

• the inadvertent transmission of computer viruses.

A security breach by hacking could harm our operations or result in loss of our digital assets.

Any breach of our and our partners’ infrastructure could result in reputational harm and erode the trust of our partners and stockholders, which could adversely affect an investment in our securities.

Furthermore, as our assets grow, we may become a more appealing target for security threats such as hackers and malware.

We rely on third-party custody providers’ 100% cold-storage custody solutions held in a purpose-built physically secure environments based on established, industry best practices to safeguard digital assets from theft, loss, destruction or other issues relating to hackers and technological attack.

Notwithstanding the safeguards implemented to protect our assets, the third-party security systems may not be impenetrable or free from defect, and any loss due to a security breach, software defect or event outside of our control will be borne by us.

The security system and operational infrastructure may be breached due to the actions of outside parties, error or malfeasance of an employee, or otherwise, and, as a result, an unauthorized party may obtain access to our private keys, data or bitcoins.

Additionally, outside parties may attempt to fraudulently induce our employees to disclose sensitive information in order to gain access to our infrastructure.

Despite our efforts, we may be unable to anticipate these techniques or implement adequate preventative measures since the hacking techniques used are often not recognized until launched against a target.

If an actual or perceived breach of our security system occurs, the market perception of the effectiveness of our controls could be harmed, which could adversely affect an investment in our securities.

Further, in the event of a security breach, we may be subject to litigation forced to cease operations, or suffer a reduction in assets, the occurrence of each of which could adversely affect an investment in our securities.

Our ability to adopt technology in response to changing security needs or trends and our reliance on, third-party custody providers, poses a challenge to the safekeeping of our digital assets.

The history of digital asset exchanges has shown that exchanges and large holders of digital assets must adapt to technological change in order to secure and safeguard their digital assets.

We rely on third-party custody providers’ 100% cold-storage custody solutions held in a purpose-built physically secure environment based on established, industry best practices to safeguard digital assets from theft, loss, destruction or other issues relating to hackers and technological attack.

We believe we may become a more appealing target of security threats as the size of our bitcoin holdings grow.

To the extent that we, or any of our third-party custody providers, are unable to identify, mitigate or stop new security threats, our digital assets may be subject to theft, loss, destruction or other attack, which could adversely affect an

investment in our securities.

To the extent that our third-party custody providers are no longer able to safeguard our assets due to the current banking crisis, we would be at risk of loss if safeguarding protocols fail.

Digital asset transactions are irrevocable and stolen or incorrectly transferred digital assets may be irretrievable.

As a result, any incorrectly executed digital asset transactions could adversely affect an investment in our securities.

Digital asset transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction or, in theory, control or consent of a majority of the processing power on that digital asset network.

Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of digital assets or a theft of digital assets generally will not be reversible, and we may not be capable of seeking compensation for any such transfer or theft.

Although we regularly transfer digital assets to or from vendors, consultants, services providers, it is possible that, through computer or human error, or through theft or criminal action, such assets could be transferred in incorrect amounts or to unauthorized third parties.

To the extent we are unable to seek a corrective transaction to identify the third party which has received our digital assets through error or theft, we will be unable to revert or otherwise recover the impacted digital assets, and any such loss could adversely affect an investment in our securities.

The limited rights of legal recourse against us, and our lack of insurance protection expose us and our stockholders to the risk of loss of our digital assets for which no person is liable.

Our digital assets are not insured.

If our digital assets are lost, stolen or destroyed under circumstances rendering a party liable to us, the responsible party may not have the financial resources sufficient to satisfy our claim.

For example, as to a particular event of loss, the only source of recovery for us might be limited to the extent identifiable, other responsible third parties (e.g., a thief or terrorist), any of which may not have the financial resources (including liability insurance coverage) to satisfy a valid claim.

Furthermore, bitcoin is not subject to Federal Deposit Insurance Corporation (“FDIC”) or Securities Investor Protection Corporation protection, which is the protection afforded to depositors at banking institutions.

Therefore, a loss may be suffered with respect to our digital assets for which no recourse is available, which could adversely affect our operations and, consequently, an investment in our securities.

If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin, we may lose some or all of our bitcoin and our financial condition and results of operations could be materially adversely affected.

Security breaches and cyberattacks are of particular concern with respect to our bitcoin.

Bitcoin and other blockchain-based digital assets have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities.

A successful security breach or cyberattack could result in a partial or total loss of our bitcoin in a manner that may not be covered by insurance or indemnity provisions of the custody agreement with a custodian who holds our bitcoin.

Such a loss could have a material adverse effect on our financial condition and results of operations.

We rely on third-party hosting, and as such, our operations could be adversely affected by the actions or inactions of such third-parties.

Additionally, third-party hosting, among other things, often requires us to give the hosting company, a first lien on the mining rigs installed on the site and creates business risk for us.

We do not self-host our mining rigs and rely upon third-party hosting facilities to power our mining rigs.

Our third-party hosting operators host approximately 193,000 of our bitcoin miners or 23.91 of our operational hash rate capacity.

Our operations and ability to mine bitcoin could be adversely affected if operators we rely on to operate our bitcoin miners experience general incompetence in performing their duties, experience financial difficulties or bankruptcy, or otherwise cannot operate our bitcoin miners in accordance with their contractual obligations.

We are dependent upon the financial viability of our third-party hosting operators, and in 2022, several large publicly traded hosting companies met severe financial issues, including bankruptcies.

For example, our largest hosting partner, Compute North, filed for bankruptcy in 2022, and as a result, we recorded an impairment charge in the amount of $55.7 million.

Currently, about 90% of our third-party hosting is operated by APLD and Hut 8.

As a result, our operations are highly dependent on these third-parties and could be adversely affected by the actions or inactions of our third-party hosting operators.

Furthermore, in most hosting contracts, there is a requirement that the miner agrees to permit the hosting company to place a lien on the actual mining machines being hosted.

If the hosting company files for bankruptcy, it may take

months for the liens to be lifted, while the bankruptcy court and parties litigate these contracts and resolves issues as to ownership of assets and related areas.

In these contracts, we are often required to make significant deposits against future mining fees.

If the hosting party utilizes the deposits, we could risk loss of the deposits and be left with an unsecured claim in the bankruptcy.

Lastly, as the bankruptcy process includes an automatic stay in favor of the debtor company, until the stay is lifted or a bankruptcy plan approved, we may not be able to move our mining rigs to a different location, even if the debtor rejects our hosting contract.

Intellectual property rights claims may adversely affect the operation of some or all digital asset networks.

Third parties may assert intellectual property claims relating to the holding and transfer of digital assets and their source code.

Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in some or all digital asset networks’ long-term viability or the ability of end-users to hold and transfer digital assets may adversely affect an investment in our securities.

Additionally, a meritorious intellectual property claim could prevent us and other end-users from accessing some or all digital asset networks or holding or transferring our digital assets.

As a result, an intellectual property claim against us or other large digital asset network participants could adversely affect an investment in our securities.

Variability in intellectual property laws may adversely affect our intellectual property position.

Intellectual property laws, and patent laws and regulations in particular, have been subject to significant variability either through administrative or legislative changes to such laws or regulations or changes or differences in judicial interpretation, and it is expected that such variability will continue to occur.

Additionally, intellectual property laws and regulations differ among states, and countries.

in the patent laws and regulations or in interpretations of patent laws and regulations in the United States and other countries may

diminish the value of our intellectual property and may change the impact of third-party intellectual property on us.

Accordingly, we

cannot predict the scope of patents that may be granted to us, the extent to which we will be able to enforce our patents against third

parties, or the extent to which third parties may be able to enforce their patents against us.

may seek to internally develop additional new inventions and intellectual property, which would take time and be costly.

Moreover, the

failure to obtain or maintain intellectual property rights for such inventions would lead to the loss of our investments in such activities.

may in the future seek to engage in commercial business ventures or seek internal development of new inventions or intellectual property.

Variations in patent laws and regulations or in interpretations of patent laws and regulations in the United States and other countries may diminish the value of our intellectual property and may change the impact of third-party intellectual property on our business.

Accordingly, we cannot predict the scope of patents that may be granted to us, the extent to which we will be able to enforce our patents against third parties, or the extent to which third parties may be able to enforce their patents against us.

We may seek to internally develop additional new inventions and intellectual property, which would take time and be costly.

Moreover, the failure to obtain or maintain intellectual property rights for such inventions would lead to the loss of our investments in such activities.

We may in the future seek to engage in commercial business ventures or seek internal development of new inventions or intellectual property.

These activities would require significant amounts of financial, managerial and other resources and would take time to achieve.

activities could also distract our management team from its present business initiatives, which could have a material and adverse effect

on our business.

There is also the risk that such initiatives may not yield any viable new business or revenue, inventions or technology,

which would lead to a loss of our investment in such activities.

addition, even if we are able to internally develop new inventions, in order for those inventions to be viable and to compete effectively,

we would need to develop and maintain, and we would be heavily reliant upon, a proprietary position with respect to such inventions and

intellectual property.

However, there are significant risks associated with any such intellectual property we may develop principally

including the following:

applications we may file may not result in issued patents or may take longer than we expect to result in issued patents;

may be subject to interference proceedings;

may be subject to opposition proceedings in the U.S.

or foreign countries;

patents that are issued to us may not provide meaningful protection;

may not be able to develop additional proprietary technologies that are patentable;

companies may challenge patents issued to us;

companies may have independently developed and/or patented (or may in the future independently develop and patent) similar or alternative

technologies, or duplicate our technologies;

companies may design around technologies we have developed;

Such activities could also distract our management team from our present business initiatives, which could have a material and adverse effect on our business.

There is also the risk that such initiatives may not yield any viable new business or revenue, inventions or technology, which would lead to a loss of investment in such activities.

In addition, even if we are able to internally develop new inventions, in order for those inventions to be viable and to compete effectively, we would need to develop and maintain a proprietary position with respect to such inventions and intellectual property.

However, there are significant risks associated with any such intellectual property we may develop principally including the following:

• patent applications we may file may not result in issued patents or may take longer than we expect to result in issued patents;

• we may be subject to interference proceedings;

• we may be subject to opposition proceedings in the United States or foreign countries;

• any patents that are issued to us may not provide meaningful protection;

• we may not be able to develop additional proprietary technologies that are patentable;

• other companies may challenge patents issued to us;

• other companies may have independently developed and/or patented (or may in the future independently develop and patent) similar or alternative technologies, or duplicate our technologies;

• other companies may design around technologies we have developed;

• enforcement of our patents would be complex, uncertain and very expensive.

cannot be certain that patents will be issued as a result of any future patent applications, or that any of our patents, once issued,

will provide us with adequate protection from competing products.

For example, issued patents may be circumvented or challenged, declared

invalid or unenforceable or narrowed in scope.

In addition, since publication of discoveries in scientific or patent literature often

lags behind actual discoveries, we cannot be certain that we will be the first to make our additional new inventions or to file patent

applications covering those inventions.

It is also possible that others may have or may obtain issued patents that could prevent us from

commercializing our products or require us to obtain licenses requiring the payment of significant fees or royalties in order to enable

us to conduct our business.

As to those patents that we may acquire, our continued rights will depend on meeting any obligations to the

seller and we may be unable to do so.

Our failure to obtain or maintain intellectual property rights for our inventions would lead to

the loss of our investments in such activities, which would have a material adverse effect on us.

patent application delays could cause delays in recognizing revenue from our internally generated patents and could cause us to miss

opportunities to license patents before other competing technologies are developed or introduced into the market.

We are not actively

pursuing any commercialization opportunities or internally generated patents.

are highly dependent on the continued services of our small team of executives.

are dependent upon the efforts and services of our small executive team.

While we have a preliminary plan for succession of certain key

executive, the loss of any one of our key executives could have an adverse effect on our operations.

have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses

in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our

financial statements or cause us to fail to meet our periodic reporting obligations.

are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act.

Section 404 requires that we document and test

our internal control over financial reporting and issue management’s assessment of our internal control over financial reporting.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

In making this assessment,

we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control —

Integrated Framework.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting,

such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented

or detected on a timely basis.

Based on our assessment, as of December 31, 2022, we concluded that our internal control over financial

reporting contained material weaknesses.

To remediate these material weaknesses, our management has been implementing and continues to

implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these

controls are designed, implemented, and operating effectively.

believe that these actions will remediate the material weakness.

However, the remediation cannot be deemed successful until the applicable

controls operate for a sufficient period of time and our management has concluded, through testing, that these controls are operating

If we fail to comply with the requirements of Section 404 of the Sarbanes-Oxley Act, the accuracy and timeliness of the

filing of our annual and quarterly reports may be materially adversely affected and could cause investors to lose confidence in our reported

financial information, which could have a negative effect on the trading price of our common stock.

In addition, a material weakness

in the effectiveness of our internal control over financial reporting could result in an increased chance of fraud and the loss of customers,

reduce our ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have

a material adverse effect on our business, results of operations and financial condition.

We have unresolved SEC Staff Comments.

As stated in Item 1B of this Annual Report on Form 10-K, we have unresolved

SEC Staff Comments.

While we have restated our financial statements based on comments received to date, these comments remain unresolved

and are subject to further review and comment by the Staff.

We believe we have addressed all of the Staff concerns;

however, until the

Staff has completed its review, we have no assurance that unresolved comments, or additional comments from the Staff, will not result

in the need for additional restatements of our previously-issued financial statements.

This is not a likely result, in our view, but if

this were the case, we could be subject to a further restatement.

rely on third party hosting, which, among other things, often requires us to give the hosting company, a first lien on the mining rigs

installed on the site and creates business risk for us.

do not self-host our mining rigs and rely upon third party hosting facilities to power our mining rigs.

We are dependent upon the financial

viability of our hosting parties, and in 2022, several large publicly traded hosting companies have met with severe financial issues,

including bankruptcies.

Furthermore, in most hosting contracts, there is a requirement that the miner agree to permit the hosting company

to place a lien on the actual mining machines being hosted.

If the hosting company files for bankruptcy, it may take months for the liens

to be lifted, while the bankruptcy court and parties litigate these contracts and resolves issues as to ownership of assets and related

In these contracts, we also are often required to make significant deposits against future mining fees.

If the hosting party utilizes

the deposits, we could risk loss of the deposits and be left with an unsecured claim in the bankruptcy.

Lastly, as the bankruptcy process

includes an automatic stay in favor of the debtor company, until the stay is lifted or a bankruptcy plan approved, we may not be able

to move our mining rigs to a different location, even if the debtor rejects our hosting contract.

prices are very volatile and this may affect our ability to effectively manage growth plans and our profitability.

price of bitcoin is extremely volatile and in fiscal 2022 was in a range between approximately $15,600 and $48,100.

The cost to mine

a bitcoin is independent of the then current price of bitcoin, so when prices are low, the cost per coin to mine may consume much of

our available cash which means that there is less capital with which to invest in future company growth.

Similarly, when prices are low,

our profitability is decreased on a dollar for dollar basis correlated to the then price of bitcoin.

Given the volatility of bitcoin,

these factors render us unable to accurately predict in advance what our growth plans may be and accurately forecast any revenue and

profitability projections for any reporting period.

have commenced doing business overseas, and different countries have differing degrees of political, legal and fiscal stability.

exposes us to a wide range of political developments that could result in changes to contractual terms, laws and regulations.

we and our joint arrangements and associates face the risk of litigation and disputes worldwide.

in politics, laws and regulations can and do affect our operations.

We cannot be certain that patents, once issued, will provide us with adequate protection from competing products.

For example, issued patents may be circumvented or challenged, declared invalid or unenforceable or narrowed in scope.

In addition, since publication of discoveries in scientific or patent literature often lags behind actual discoveries, we cannot be certain that we will be the first to make our additional new inventions or to file patent applications covering those inventions.

It is also possible that others may have or may obtain issued patents that could prevent us from commercializing our products or require us to obtain licenses requiring the payment of significant fees or royalties in order to enable us to conduct our business.

As to those patents that we may acquire, our continued rights will depend on meeting any obligations to the seller and we may be unable to do so.

Our failure to obtain or maintain intellectual property rights for our inventions would lead to the loss of our investments in such activities, which would have a material adverse effect on our securities.

Moreover, patent application delays could cause delays in recognizing revenue from our internally generated patents and could cause us to miss opportunities to license patents before other competing technologies are developed or introduced into the market.

We are not actively pursuing any commercialization opportunities or internally generated patents.

Our future success depends on our ability to expand our organization to match the growth of our activities .

As our operations grow, the administrative demands and scaling demands upon us will grow, and our success will depend upon our ability to meet those demands.

Both Marathon and each of our subsidiaries require certain financial, managerial and other resources, which could create challenges to our ability to successfully manage our subsidiaries and operations and impact our ability to assure compliance with our policies, practices and procedures.

These demands include, but are not limited to, increased executive, accounting, management, legal services, staff support and general office services.

We may need to hire additional qualified personnel to meet these demands, the cost and quality of which is dependent in part upon market factors outside of our control.

Further, we will need to effectively manage the training and growth of our staff to maintain an efficient and effective workforce, and our failure to do so could adversely affect our business and operating results.

Currently, we have limited personnel in our organization to meet our organizational and administrative demands.

We are highly dependent on the continued services of our small team of executives.

We are dependent upon the efforts and services of our small executive team.

While we have a preliminary plan for succession of certain key executive, the loss of any one of our key executives could have an adverse effect on our operations.

We have engaged in, and in the future may engage in, strategic acquisitions and other arrangements that could disrupt our business, cause dilution to our stockholders, reduce our financial resources and harm our operating results.

We have previously engaged in strategic transactions, including acquisitions of companies, miners, and bitcoin mining sites, such as our recent business acquisitions of two currently operational Bitcoin mining sites, totaling 390 megawatts of capacity, located in Granbury, Texas and Kearney, Nebraska, and, as part of our growth strategy, in the future, we may seek additional opportunities to grow our mining operations, including through purchases of miners, data centers and other facilities from other operating companies, including companies in financial distress.

Our ability to grow through future acquisitions will depend on the availability of, and our ability to identify, suitable acquisition and investment opportunities at an acceptable cost, our ability to compete effectively to attract those opportunities and the availability of financing to complete acquisitions.

Future acquisitions may require us to issue common stock that would dilute our current stockholders’ percentage ownership, assume or otherwise be subject to liabilities of an acquired company, record goodwill and non-amortizable intangible assets that will be subject to impairment testing on a regular basis and potential periodic impairment charges, incur amortization expenses related to certain intangible assets, incur large acquisition and integration costs, immediate write-offs, and restructuring and other related expenses and become subject to litigation.

The benefits of an acquisition or our expansion into may also take considerable time to develop, and we cannot be certain that any particular acquisition will produce the intended benefits in a timely manner or to the extent anticipated or at all.

We may experience difficulties integrating the operations, technologies and personnel of an acquired company or be subjected to liability for the target’s pre-acquisition activities or operations as a successor in interest.

Such integration may divert management’s attention from normal daily operations of our business.

Future acquisitions may also expose us to potential risks, including risks associated with entering markets in which we have no or limited prior experience, especially when competitors in such markets have stronger market positions, the possibility of insufficient revenues to offset the expenses we incur in connection with an acquisition and the potential loss of, or harm to, our relationships with employees and suppliers as a result of integration of new businesses.

Additionally, we may be unable to pursue our current acquisition strategy in the future.

In addition to mining and holding bitcoin, and such related acquisitions, 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.

We cannot be certain that such opportunities will produce the intended benefits in a timely manner or to the extent anticipated or at all.

These opportunities could also expose us to similar risks associated with our strategic acquisitions, as discussed above.

Increased scrutiny and changing expectations from stockholders with respect to our environmental, social and governance (“ESG”) practices and the impacts of climate change may result in additional costs or risks.

Companies across many industries are facing increasing scrutiny related to their ESG practices.

Investor advocacy groups, certain institutional investors, investment funds and other influential investors are also increasingly focused on ESG practices and in recent years have placed increasing importance on the non-financial impacts of their investments.

In May 2021, the SEC proposed rule changes that would require public companies to include certain climate-related disclosures in their periodic reports, including information about climate-related risks that are reasonably likely to have a material impact on their business, results of operations, or financial condition, and certain climate-related financial statement metrics in a note to their audited financial statements.

The SEC noted that such rule changes were proposed in response to investor demands for consistent and comparable data on climate change.

Furthermore, increased public awareness and concern regarding environmental risks, including global climate change, may result in increased public scrutiny of our business and our industry, and our management team may divert significant time and energy away from our operations and towards responding to such scrutiny and reassuring our employees.

In addition, the physical risks of climate change may impact the availability and cost of materials and natural resources, sources and supplies of energy, and demand for bitcoin and other cryptocurrencies, and could increase our insurance and other operating costs, including, potentially, to repair damage incurred as a result of extreme weather events or to renovate or retrofit facilities to better withstand extreme weather events.

If environmental laws or regulations or industry standards are either changed or adopted and impose significant operational restrictions and compliance requirements on our operations, or if our operations are disrupted due to physical impacts of climate change, our business, capital expenditures, results of operations, financial condition and competitive position could be negatively impacted.

Our business could be harmed by prolonged power and internet outages, shortages, or capacity constraints.

Our operations require a significant amount of electrical power and access to high-speed internet to be successful.

If we are unable to secure sufficient electrical power, or if we lose internet access for a prolonged period, we may be required to reduce our operations or cease them altogether.

If this occurs, our business and results of operations may be materially and adversely affected.

We may have further restrictions on our liquidity due to unique risks which we could face in 2024.

The risks to our liquidity outlook would include the following:

• deteriorating macroeconomic conditions such as the impact of inflation and increased interest rates and the corresponding impact on our ability to borrow funds or refinance existing indebtedness;

• additional challenges arising from catastrophic events (such the FTX collapse and multiple bankruptcies of bitcoin mining companies in 2022 and 2023) that would adversely affect the credibility of, and therefore investor confidence in, companies engaged in the digital assets space;

• additional declines in bitcoin prices and/or production, and increases in electricity costs which could adversely impact both the value of our bitcoin holdings and our ongoing profitability;

• further instability in the banking system and the possible collapse of more banking institutions which could put the liquidity and cash assets of third parties with which we do business such as miner hosting entities and suppliers and us, if we bank in the future with an institution which subsequently collapses.

The termination of the $200.0 million in loan facilities with Silvergate Bank did not have a material impact on our operations or forecasts with regard to liquidity.

The loans were fully collateralized by our holdings of bitcoin and as such, we were only permitted to borrow up to 65% of the value of the bitcoin held as collateral.

Specific percentages and conditions are set forth in the section entitled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” under the caption, Bitcoin held as collateral for loans (“Digital assets, restricted”).

In response to the disruptions in the crypto markets and rising interest rates during the fourth quarter of 2022, we decided to move away from leverage and instead chose to rely on increased levels of cash and higher balances of unrestricted bitcoin holdings, which as of January 2023, we are now selling periodically as a means of generating cash for our operations.

By selling bitcoin outright, we can realize 100% of the then value of our bitcoin when addressing liquidity needs.

Refer to the disclosure under the caption “ Liquidity and Capital Resources Outlook” in the section entitled (“ Management’s Discussion and Analysis of Financial Condition and Results of Operations ”) for further disclosure regarding our liquidity analysis.

In measuring our prospective liquidity forecasts, we did not include loan availability given the loans were collateralized.

In addition, we believe that with the consistently higher bitcoin mining levels which we have achieved, selling bitcoin is a more conservative and sustainable methodology for providing liquidity given current market conditions and interest rates.

We believe that with the increased cash, access to our 2023 ATM and our intended 2024 ATM, as needed, our bitcoin holdings, and with periodic access to capital markets, we will have sufficient liquidity to fund operations and growth initiatives, including our investment in the ADGM Entity.

In response to the closure of Signature Bank, we moved all of our cash to other FDIC insured institutions and did not suffer any loss of funds from this event.

In order to help mitigate and avoid concentration risk with a single bank, we have diversified our cash holdings and now maintain cash management relationships at four commercial banking institutions.

In addition, as a result of the current elevated risk of possible insolvency of banks, we have implemented a policy of purchasing short-term U.S.

treasury bills as an additional means of risk mitigation for periods when our cash balances are higher than our near-term anticipated and planned operating cash flow needs.

We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our financial statements or cause us to fail to meet periodic reporting obligations.

We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act.

Section 404 requires that we document and test our internal control over financial reporting and issue management’s assessment of our internal control over financial reporting.

We assessed the effectiveness of our internal controls over financial reporting as of December 31, 2023.

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Based on our assessment, as of December 31, 2023, we concluded that our internal control over financial reporting contained material weaknesses.

To remediate these material weaknesses, our management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively.

We believe that these actions will remediate such material weaknesses.

However, the remediation cannot be deemed successful until the applicable controls operate for a sufficient period of time and our management has concluded, through testing, that these controls are operating effectively.

If we fail to comply with the requirements of Section 404 of the Sarbanes-Oxley Act, there may be materially adverse effects as to the accuracy and timeliness of the filing of our annual and quarterly reports, and it could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

In addition, a material weakness in the effectiveness of our internal control over financial reporting could result in an increased chance of fraud and the loss of customers, reduce our ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business, results of operations and financial condition.

We have unresolved Staff comments.

As stated in Item 1B of this Annual Report, we have unresolved Staff comments.

For example, the Staff commented on our revenue recognition policy in our capacity as a pool operator and as a pool participant, with specific attention on our previous net recognition of revenue as an operator of a pool.

In our restated financial results, we have revised our revenue to include gross revenue earned as a pool operator with any amounts remitted to third-party pool participants as cost of revenue.

The Staff further commented on our accounting convention to recognize our noncash (bitcoin) revenue using fair value that is not at contract inception.

We have evaluated the difference between our current accounting policy and fair value at contract inception and have determined that any differences in revenue are not material for all periods stated.

We also received Staff comments relating to impairment of bitcoin, accounting for investment fund, statements of comprehensive income (loss) presentation, embedded leases in hosting and power

arrangements, investments, risk factors, and bitcoin as collateral.

While we have restated our financial statements based on comments received to date and determinations reached with our auditors, these comments remain unresolved and are subject to further review and comment by the Staff.

While we believe we have addressed all of the Staff’s concerns, until the Staff has completed its review, we have no assurance that unresolved comments, or additional comments from the Staff, will not result in the need for additional restatements of our previously issued financial statements.

While we do not believe this is a likely result, if this were the case, we could be subject to a further restatement, which could result in loss of investor confidence in the accuracy and completeness of our financial reports, an adverse effect on the price of our common stock, and we could become subject to private litigation or to investigations or enforcement actions by the SEC or other regulatory authorities, all of which could require our expenditure of additional financial and management resources and could have a material adverse effect on our business, financial condition and results of operations and our ability to raise capital.

Risks Related to Governmental Regulation and Enforcement

Regulatory changes or actions may restrict the use of bitcoins or the operation of the Bitcoin network in a manner that adversely affects an investment in our securities.

Until recently, little or no regulatory attention has been directed toward bitcoin and the Bitcoin network by U.S.

federal and state governments, foreign governments and self-regulatory agencies.

As bitcoin has grown in popularity and in market size, the Federal Reserve Board, U.S.

Congress and certain U.S.

agencies (e.g., the CFTC, the SEC, FinCEN and the Federal Bureau of Investigation) have begun to examine the operations of the Bitcoin network, bitcoin users and the bitcoin exchange market.

Digital assets currently face an uncertain regulatory landscape in not only the United States but also in many foreign jurisdictions such as the European Union, China and Russia.

While certain governments such as Germany, where the Ministry of Finance has declared bitcoin to be “ Rechnungseinheiten ” (a form of private money that is recognized as a unit of account, but not recognized in the same manner as fiat currency), have issued guidance as to how to treat bitcoin, most regulatory bodies have not yet issued official statements regarding intention to regulate or determinations on regulation of bitcoin, the Bitcoin network and bitcoin users.

The effect of any future regulatory change on us, bitcoins, or other digital assets is impossible to predict, but such change could be substantial and adverse to us and could adversely affect an investment in our securities.

Furthermore, one or more countries such as China and Russia may take regulatory actions in the future that severely restricts the right to acquire, own, hold, sell or use digital assets or to exchange digital assets for fiat currency.

Such an action may also result in the restriction of ownership, holding or trading in the Company’s securities.

Due to the unregulated nature and lack of transparency surrounding the operations of many bitcoin trading venues, they may experience fraud, security failures or operational problems, which may adversely affect the value of our bitcoin.

Bitcoin trading venues are relatively new and, in some cases, unregulated.

Furthermore, there are many bitcoin trading venues which do not provide the public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance.

As a result, the marketplace may lose confidence in bitcoin trading venues, including prominent exchanges that handle a significant volume of bitcoin trading.

Negative perception, a lack of stability in the broader bitcoin markets and the closure or temporary shutdown of bitcoin trading venues due to fraud, business failure, hackers or malware, or government-mandated regulation may reduce confidence in bitcoin and result in greater volatility in the prices of bitcoin.

To the extent investors view our common stock as linked to the value of our bitcoin holdings, such a negative perception of bitcoin trading venues could have a material adverse effect on the market value of our common stock.

If regulatory changes or interpretations require the regulation of bitcoins under the Securities Act and Investment Company Act by the SEC, we may be required to register and comply with such regulations.

To the extent that we decide to continue operations, the required registrations and regulatory compliance steps may result in extraordinary, non-recurring expenses to us.

We may also decide to cease certain operations.

Any disruption of our operations in response to the changed regulatory circumstances may be at a time that is disadvantageous to investors.

This would likely have a material adverse effect on us and investors may lose their investment.

Current and future legislation and the SEC rulemaking and other regulatory developments, including interpretations released by a regulatory authority, may impact the manner in which bitcoins are treated for classification and clearing purposes.

The SEC’s July 25, 2017 Report expressed its view that digital assets may be securities depending on the facts and circumstances.

As of the date of this Annual Report, the Company is not aware of any rules that have been proposed to regulate bitcoins as securities.

We cannot be certain as to how future regulatory

developments will impact the treatment of bitcoins under the law.

Such additional registrations may result in extraordinary, non-recurring expenses, thereby materially and adversely impacting an investment in our common stock.

If we determine not to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations.

Any such action may adversely affect an investment in our securities.

To the extent that digital assets including bitcoins and other digital assets we own or may own are deemed by the SEC to fall within the definition of a security, we may be required to register and comply with additional regulation under the Investment Act, including additional periodic reporting and disclosure standards and requirements and our registration as an investment company.

Additionally, although we are not engaged in the business of investing, reinvesting, or trading in securities, and we do not hold ourselves out as being engaged in those activities, we could inadvertently be deemed an investment company under the Investment Act.

If we inadvertently are deemed an investment company and cannot rely on one of the exclusions under the Investment Act, then we would be required to register with the SEC.

Furthermore, one or more states may conclude bitcoins and other digital assets we own or may own are a security under state securities laws which would require registration under state laws including merit review laws which would adversely impact us since we would likely not comply.

As stated earlier in this Annual Report, some states including California define the term “investment contract” more strictly than the SEC.

Such additional registrations, whether from regulatory developments or an inadvertent classification as an investment company, may result in extraordinary, non-recurring expenses for us, thereby materially and adversely impacting an investment in our securities.

If we determine not to comply with such additional regulatory and registration requirements, we may seek to cease all or certain parts of our operations.

Any such action would likely adversely affect an investment in our securities and investors may suffer a complete loss of their investment.

Our bitcoin holdings could subject us to regulatory scrutiny.

Several bitcoin investment vehicles have attempted to list their shares on a U.S.

national securities exchange to permit them to function in the manner of an ETF with continuous share creation and redemption at NAV.

To date, the SEC has declined to approve any such listing, citing concerns over the surveillance of trading in markets for the underlying bitcoin as well as concerns about fraud and manipulation in bitcoin trading markets.

Even though we do not function in the manner of an ETF, nor do we offer continuous share creation and redemption at NAV, it is possible that we could nevertheless face regulatory scrutiny from the SEC, as a company with securities traded on Nasdaq.

In addition, as digital assets, including bitcoin, have grown in popularity and market size, there has been increasing focus on the extent to which digital assets can be used to launder the proceeds of illegal activities or fund criminal or terrorist activities, or entities subject to sanctions regimes.

While we continue to maintain policies and procedures reasonably designed to promote compliance with applicable anti-money laundering and sanctions laws and regulations and take care to only acquire our bitcoin through entities subject to anti-money laundering regulation and related compliance rules in the United States, if we are found to have purchased any of our bitcoin from bad actors that have used bitcoin to launder money or persons subject to sanctions, we may be subject to regulatory proceedings and further transactions or dealings in bitcoin may be restricted or prohibited.

If regulatory changes or interpretations of our activities require us to register as a money services business (“MSB”) under the regulations promulgated by FinCEN under the authority of the U.S.

Bank Secrecy Act, we may be required to register and comply with such regulations.

If regulatory changes or interpretations of our activities require the licensing or other registrations as a money transmitter (or equivalent designation) under state law in any state in which we operate, we may be required to seek licensure or otherwise register and comply with such state law.

In the event of any such requirement, to the extent we decide to continue, the required registrations, licensure and regulatory compliance steps may result in extraordinary, non-recurring expenses to us.

We may also decide to cease our operations.

Any termination of certain of our operations in response to the changed regulatory circumstances may be at a time that is disadvantageous to investors.

To the extent that any of our activities cause us to be deemed an MSB, we may be required to comply with FinCEN regulations, including those that would mandate us to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records.

To the extent that our activities cause us to be deemed a “money transmitter” (“MT”) or equivalent designation, under state law in any state in which we operate, we may be required to seek a license or otherwise register with a state regulator and comply with state regulations that may include the implementation of anti-money laundering programs, maintenance of certain records and other operational requirements.

Currently, the NYSDFS has finalized its “BitLicense” framework for businesses that conduct “virtual currency business activity,” the Conference of State

Bank Supervisors has proposed a model form of state level “virtual currency” regulation and additional state regulators including those from California, Idaho, Virginia, Kansas, Texas, South Dakota and Washington have made public statements indicating that virtual currency businesses may be required to seek licenses as money transmitters.

In July 2016, North Carolina updated the law to define “virtual currency” and the activities that trigger licensure in a business-friendly approach that encourages companies to use virtual currency and blockchain technology.

Specifically, the North Carolina law does not require miners or software providers to obtain a license for multi-signature software, smart contract platforms, smart property, colored coins and non-hosted, non-custodial wallets.

Starting January 1, 2016, New Hampshire requires anyone who exchanges a digital asset for another currency must become a licensed and bonded money transmitter.

In numerous other states, including Connecticut and New Jersey, legislation is being proposed or has been introduced regarding the treatment of bitcoin and other digital assets.

We will continue to monitor for developments in such legislation, guidance or regulations.

Such additional federal or state regulatory obligations may cause us to incur extraordinary expenses, possibly affecting an investment our securities in a material and adverse manner.

Furthermore, we and our service providers may not be capable of complying with certain federal or state regulatory obligations applicable to MSBs and MTs.

If we are deemed to be subject to such obligations, and determine not to comply with such additional regulatory and registration requirements, we may act to dissolve and liquidate.

Any such action may adversely affect an investment in our securities or result in a complete loss for our investors.

Current interpretations require the regulation of bitcoins under the CEA by the CFTC, we may be required to register and comply with such regulations.

To the extent that we decide to continue operations, the required registrations and regulatory compliance steps may result in extraordinary, non-recurring expenses to us.

We may also decide to cease certain operations.

Any disruption of our operations in response to the changed regulatory circumstances may be at a time that is disadvantageous to investors.

Current and future legislation, CFTC and other regulatory developments, including interpretations released by a regulatory authority, may impact the manner in which bitcoins are treated for classification and clearing purposes.

In particular, bitcoin derivatives are not excluded from the definition of “commodity future” by the CFTC.

We cannot be certain as to how future regulatory developments will impact the treatment of bitcoins under the law.

Bitcoins have been deemed to fall within the definition of a commodity, and we may be required to register and comply with additional regulations under the CEA, including additional periodic reports and disclosure standards and requirements.

Moreover, we may be required to register as a commodity pool operator and to register the Company as a commodity pool with the CFTC through the National Futures Association.

Such additional registrations may result in extraordinary, non-recurring expenses, thereby materially and adversely impacting an investment in our securities.

If we determine not to comply with such additional regulatory and registration requirements, we may seek to cease certain aspects of our operations.

Any such action may adversely affect an investment in our securities.

If federal or state legislatures or agencies initiate or release tax determinations that change the classification of bitcoins as property for tax purposes (in the context of when such bitcoins are held as an investment), such determination could have a negative tax consequence on us or our stockholders.

Current IRS guidance indicates that digital assets such as bitcoin should be treated and taxed as property, and that transactions involving the payment of bitcoin for goods and services should be treated as barter transactions.

While this treatment creates a potential tax reporting requirement for any circumstance where the ownership of a bitcoin passes from one person to another, usually by means of bitcoin transactions (including off-blockchain transactions), it preserves the right to apply capital gains treatment to those transactions which may adversely affect an investment in our securities.

Our interactions with the bitcoin network may expose us to specially designated nationals (“SDN”) or blocked persons or cause us to violate provisions of law that did not contemplate distributed ledger technology.

The Office of Financial Assets Control (“OFAC”) of the U.S.

Department of Treasury requires us to comply with its sanction program and not conduct business with persons named on its SDN list.

However, because of the pseudonymous nature of blockchain transactions we may inadvertently and without our knowledge engage in transactions with persons named on OFAC’s SDN list.

Our policy prohibits any transactions with such SDN individuals, and we take all commercially reasonable steps to avoid such transactions, but we may not be adequately capable of determining the ultimate identity of the individual with whom we transact with respect to selling cryptocurrency assets.

Moreover, there is a risk that some bad actors will continue to attempt to use cryptocurrencies, including bitcoin, as a potential means of avoiding federally imposed sanctions, such as those imposed in connection with the Russian invasion of Ukraine.

We are unable to predict the nature or extent of new and proposed legislation and regulation affecting the cryptocurrency industry, or the potential impact of the use of cryptocurrencies by SDN or other blocked or sanctioned persons, which could have material adverse effects on our business and our industry more broadly.

Further, we may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties as a result of any regulatory enforcement actions, all of which could harm our reputation and affect the value of our common stock.

Changing environmental regulation and public energy policy may expose our business to new risks.

Our bitcoin mining operations require a substantial amount of power and can only be successful, and ultimately profitable, if the costs we incur, including for electricity, are lower than the revenue we generate from our operations.

As a result, any mine we establish can only be successful if we can obtain sufficient electrical power for that mine on a cost-effective basis, and our establishment of new mines requires us to find locations where that is the case.

For instance, our plans and strategic initiatives for expansion are based, in part, on our understanding of current environmental and energy regulations, policies and initiatives enacted by federal and state regulators.

If new regulations are imposed, or if existing regulations are modified, the assumptions we made underlying our plans and strategic initiatives may be inaccurate, and we may incur additional costs to adapt our planned business, if we are able to adapt at all, to such regulations.

In addition, there continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty for our business because the bitcoin mining industry, with its high energy demand, may become a target for future environmental and energy regulation.

New legislation and increased regulation regarding climate change could impose significant costs on us and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs to comply with such regulations.

Further, any future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations.

For example, some bitcoin miners operating primarily in the State of Texas have recently received a mandatory survey from the U.S.

Energy Information Administration (the “EIA”), seeking extensive information regarding our facilities’ use of electricity, and certain information regarding operations.

It is possible that mandatory surveys such as this will be used by the EIA to generate negative reports regarding the bitcoin mining industry’s use of power and other resources, which could spur additional negative public sentiment and adverse legislative and regulatory action against us or the Bitcoin mining industry as a whole.

Surveys and other regulatory actions could increase our cost of operations or otherwise make it more difficult for us to operate are our current locations.

Given the political significance and uncertainty around the impact of climate change and how it should be addressed, we cannot predict how legislation and regulation will affect our financial condition and results of operations.

Further, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation.

Any of the foregoing could result in a material adverse effect on our business and financial condition.

We have commenced doing business overseas, and different countries have differing degrees of political, legal and fiscal stability.

This exposes us to a wide range of political developments that could result in changes to contractual terms, laws and regulations.

In addition, we, and our joint arrangements and associates, face the risk of litigation and disputes worldwide.

Developments in politics, laws and regulations can and do affect our operations.

Potential impacts include:

• forced divestment of assets;

expropriation

• expropriation of property;

• cancellation or forced renegotiation of contract rights;

additional taxes including windfall taxes, restrictions on deductions

and retroactive tax claims;

• additional taxes including windfall taxes;

• restrictions on deductions and retroactive tax claims;

• antitrust claims;

2 unchanged sentences

• local content requirements;

exchange controls;

• foreign exchange controls;

• changes to environmental regulations;

• changes to regulatory interpretations and enforcement;

and changes to disclosure

requirements.

Any of these, individually or in aggregate, could have a material adverse effect on our earnings, cash flows and financial

time to time, social and political factors play a role in unprecedented and unanticipated judicial outcomes that could adversely affect

• changes to disclosure requirements.

Any of these, individually or in aggregate, could have a material adverse effect on our earnings, cash flows and financial condition.

From time to time, social and political factors play a role in unprecedented and unanticipated judicial outcomes that could adversely affect our business.

Non-compliance with policies and regulations could result in regulatory investigations, litigation and, ultimately, sanctions.

governments and regulatory bodies have, in our opinion, exceeded their constitutional authority by:

attempting unilaterally to amend

or cancel existing agreements or arrangements;

failing to honour existing contractual commitments;

and seeking to adjudicate disputes

between private litigants.

Additionally, certain governments have adopted laws and regulations that could potentially force us to violate

other countries’ laws and regulations, therefore potentially subjecting us to both criminal and civil sanctions.

Such developments

and outcomes could have a material adverse effect on our earnings, cash flows and financial condition.

future success depends on our ability to expand our organization to match the growth of our activities .

our operations grow, the administrative demands and scaling demands upon us will grow, and our success will depend upon our ability to

meet those demands.

Both the parent company and each of our subsidiaries

require certain financial, managerial and other resources, which could create challenges to our ability to successfully manage our subsidiaries

and operations and impact our ability to assure compliance with our policies, practices and procedures.

These demands include, but are

not limited to, increased executive, accounting, management, legal services, staff support and general office services.

We may need to

hire additional qualified personnel to meet these demands, the cost and quality of which is dependent in part upon market factors outside

of our control.

Further, we will need to effectively manage the training and growth of our staff to maintain an efficient and effective

workforce, and our failure to do so could adversely affect our business and operating results.

Currently, we have limited personnel in

our organization to meet our organizational and administrative demands.

Relating to Marathon’s Stock

or conversion of warrants and other convertible securities will dilute shareholder’s percentage of ownership.

have issued convertible securities, options and warrants to purchase shares of our Common Stock to our officers, directors, consultants

and certain shareholders.

Certain governments and regulatory bodies have, in our opinion, exceeded their constitutional authority by:

• attempting unilaterally to amend or cancel existing agreements or arrangements;

• failing to honor existing contractual commitments;

• seeking to adjudicate disputes between private litigants.

Additionally, certain governments have adopted laws and regulations that could potentially force us to violate other countries’ laws and regulations, therefore potentially subjecting us to both criminal and civil sanctions.

Such developments and outcomes could have a material adverse effect on our earnings, cash flows and financial condition.

We are subject to an extensive, highly evolving and uncertain regulatory and business landscape and any adverse changes to, or our failure to comply with, any laws and regulations, and adverse business reactions from counterparties could adversely affect our brand, reputation, business, operating results, and financial condition.

Our business is subject to:

• extensive laws;

• rules, regulations;

• determinations;

• directives;

• legal and regulatory interpretations and guidance;

• counterparty risk in the markets in which we operate.

Counterparty risk in the markets in which we operate includes:

• regulatory aspects from financial services;

• federal energy and other regulators;

• credit, crypto asset custody;

• exchange, and transfer;

• cross-border and domestic money and crypto asset transmission;

• consumer and commercial lending;

• foreign currency exchange;

• data governance;

• data protection;

• cybersecurity;

• fraud detection;

• antitrust and competition;

• bankruptcy;

• anti-bribery;

• economic and trade sanctions;

• anti-money laundering, and counter-terrorist financing;

• the same regulatory risks applicable to counterparties which are most notably hosting businesses;

• the recent economic issues and bankruptcies befalling some in this industry.

Many of these legal and regulatory regimes were adopted prior to the advent of the internet, mobile technologies, crypto assets, and related technologies.

As a result, some applicable laws and regulations do not contemplate or address unique issues associated with the crypto economy, are subject to significant uncertainty, and vary widely across U.S.

federal, state, and local and international jurisdictions.

These legal and regulatory regimes, including the laws, rules, and regulations thereunder, evolve frequently and may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another.

Moreover, the complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of the crypto economy requires us to exercise our judgment as to whether certain laws, rules, and regulations apply to us, and it is possible that governmental bodies and regulators may disagree with our conclusions.

To the extent we have not complied with such laws, rules, and regulations, we could be subject to significant fines, revocation of licenses, limitations on our products and services, reputational harm, and other regulatory consequences, each of which may be significant and could adversely affect our business, operating results, and financial condition.

Additionally, various governmental and regulatory bodies, including legislative and executive bodies, in the United States and in other countries may adopt new laws and regulations, the direction and timing of which may be influenced by changes in the governing administrations and major events in the crypto economy.

For example, following the failure of several prominent crypto trading venues and lending platforms, such as FTX, Celsius Networks, Voyager and Three Arrows Capital in 2022 (even though these do not directly affect our business), the

Congress expressed the need for both greater federal oversight of the crypto economy and comprehensive cryptocurrency legislation.

In the near future, various governmental and regulatory bodies, including in the United States, may introduce new policies, laws, and regulations relating to crypto assets, the crypto economy, and crypto asset platforms.

The failures of risk management and other control functions at other companies that played a role in these events could accelerate an existing regulatory trend toward stricter oversight of crypto asset platforms and the crypto economy.

Due to our business activities, we may be subject to ongoing examinations, oversight, and reviews and currently are, and expect to be, subject to investigations and inquiries, by U.S.

federal and state regulators, many of which have broad discretion to audit and examine our business.

Moreover, new laws, regulations, or interpretations may result in additional litigation, regulatory investigations, and enforcement or other actions, including preventing or delaying it from offering certain products or services offered by our competitors or could impact how we offer such products and services.

Adverse changes to, or our failure to comply with, any laws and regulations have had, and may continue to have, an adverse effect on our reputation, brand, business, operating results, and financial condition.

Risks Relating to Our Common Stock

Our stock price is volatile.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

• changes in our industry including changes which adversely affect bitcoin and other digital assets;

• changes in bitcoin pricing;

• competitive pricing pressures;

• our ability to obtain working capital financing;

• additions or departures of key personnel;

• sales of our common stock;

• our ability to execute our business plan;

• operating results that fall below expectations;

• loss of any strategic relationship;

• regulatory developments;

• economic and other external factors.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies.

These market fluctuations may also materially and adversely affect the market price of our common stock.

Exercise or conversion of warrants and other convertible securities, along with new issuances of our common stock, will dilute our stockholder’s percentage of ownership.

We have issued convertible securities, options and warrants to purchase shares of our common stock to our officers, directors, consultants and certain stockholders.

In the future, we may grant additional options, warrants and convertible securities.

The exercise, conversion

or exchange of options, warrants or convertible securities, including for other securities, will dilute the percentage ownership of our

shareholders.

The dilutive effect of the exercise or conversion of these securities may adversely affect our ability to obtain additional

The holders of these securities may be expected to exercise or convert such options, warrants and convertible securities at

a time when we would be able to obtain additional equity capital on terms more favorable than such securities or when our Common Stock

is trading at a price higher than the exercise or conversion price of the securities.

The exercise or conversion of outstanding warrants,

options and convertible securities will have a dilutive effect on the securities held by our shareholders.

We have in the past, and may

in the future, exchange outstanding securities for other securities on terms that are dilutive to the securities held by other shareholders

not participating in such exchange.

Common Stock may be delisted from The Nasdaq Capital Market (“Nasdaq”) if we fail to comply with continued listing standards.

Common Stock is currently traded on Nasdaq under the symbol “MARA”.

If we fail to meet any of the continued listing standards

of Nasdaq, our Common Stock could be delisted from Nasdaq.

The continued listing standards include specifically enumerated criteria,

$1.00 minimum closing bid price;

The exercise, conversion or exchange of options, warrants or convertible securities, including for other securities, will dilute the percentage ownership of our stockholders.

The dilutive effect of the exercise or conversion of these securities may adversely affect our ability to obtain additional capital.

The holders of these securities may be expected to exercise or convert such options, warrants and convertible securities at a time when it would be able to obtain additional equity capital on terms more favorable than such securities or when our common stock is trading at a price higher than the exercise or conversion price of the securities.

The exercise or conversion of outstanding warrants, options and convertible securities will have a dilutive effect on the securities held by our

stockholders.

equity of $2,500 thousand;

shares of publicly held Common Stock with a market value of at least $1,000 thousand;

round-lot stockholders;

with Nasdaq’s corporate governance requirements, as well as additional or more stringent criteria that may be applied in the

exercise of Nasdaq’s discretionary authority.

stock price is volatile.

market price of our Common Stock is likely to be highly volatile and could fluctuate widely in price in response to various factors,

many of which are beyond our control, including the following:

in our industry including changes which adversely affect bitcoin and other digital assets;

in bitcoin pricing;

pricing pressures;

ability to obtain working capital financing;

or departures of key personnel;

of our Common Stock;

ability to execute our business plan;

results that fall below expectations;

of any strategic relationship;

developments;

and other external factors.

addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the

operating performance of particular companies.

These market fluctuations may also materially and adversely affect the market price of

our Common Stock.

there has been limited precedent set for financial accounting of bitcoin and other cryptocurrency assets, the determination that

we have made for how to account for cryptocurrency assets transactions may be subject to change.

there has been limited precedent set for the financial accounting of cryptocurrencies and related revenue recognition and no official

guidance has yet been provided by the Financial Accounting Standards Board or the SEC, it is unclear how companies

may in the future be required to account for cryptocurrency transactions and assets and related revenue recognition.

A change in regulatory

or financial accounting standards could result in the necessity to change our accounting methods and restate our financial statements.

Such a restatement could adversely affect the accounting for our newly mined cryptocurrency rewards and more generally negatively impact

our business, prospects, financial condition and results of operations.

Such circumstances would have a material adverse effect on our

ability to continue as a going concern or to pursue our new strategy at all, which would have a material adverse effect on our business,

prospects or operations as well as and potentially the value of any cryptocurrencies we hold or expect to acquire for our own account

and harm investors.

have never paid nor do we expect in the near future to pay cash dividends.

have never paid cash dividends on our capital stock and do not anticipate paying any cash dividends on our Common Stock for the foreseeable

While it is possible that we may declare a dividend after a large settlement, investors should not rely on such a possibility,

nor should they rely on an investment in us if they require income generated from dividends paid on our capital stock.

Any income derived

from our Common Stock would only come from rise in the market price of our Common Stock, which is uncertain and unpredictable.

or availability for sale of a substantial number of shares of our Common Stock may cause the price of our Common Stock to decline.

our stockholders sell substantial amounts of our Common Stock in the public market upon the expiration of any statutory holding period

or lockup agreements, under Rule 144, or issued upon the exercise of outstanding warrants or other convertible securities, it could create

a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our Common Stock could

The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to

raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable

or appropriate.

We have in the past, and may in the future, exchange outstanding securities for other securities on terms that are dilutive to the securities held by other stockholders not participating in such exchange.

Additionally, our stockholders have experienced dilution through the issuance of our common stock under the 2022 ATM and the 2023 ATM, and in the event we sell any shares of our common stock under the 2024 ATM, our stockholders will continue to experience dilution.

Because there has been limited precedent set for financial accounting of bitcoin and other cryptocurrency assets, the determination that we have made for how to account for cryptocurrency assets transactions may be subject to change.

Because there has been limited precedent set for the financial accounting of cryptocurrencies and related revenue recognition, it is unclear how companies may in the future be required to account for cryptocurrency transactions and assets and related revenue recognition.

A change in regulatory or financial accounting standards could result in the necessity to change our accounting methods and restate our financial statements.

Such a restatement could adversely affect the accounting for our newly mined cryptocurrency rewards and more generally negatively impact our business, prospects, financial condition and results of operations.

Such circumstances would have a material adverse effect on our ability to continue as a going concern or to pursue our new strategy at all, which would have a material adverse effect on our business, prospects or operations as well as and potentially the value of any cryptocurrencies we hold or expect to acquire for our own account and harm our investors.

We have never paid nor do we expect in the near future to pay cash dividends.

We have never paid cash dividends on our capital stock and do not anticipate paying any cash dividends on our common stock for the foreseeable future.

While it is possible that we may declare a dividend after a large settlement, investors should not rely on such a possibility, nor should they rely on an investment in our securities if they require income generated from dividends paid on our capital stock.

Any income derived from our common stock would only come from rise in the market price of our common stock, which is uncertain and unpredictable.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of our common stock in the public market upon the expiration of any statutory holding period or lockup agreements, under Rule 144, or issued upon the exercise of outstanding warrants or other convertible securities, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall.

The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that it deems reasonable or appropriate.

The shares of our restricted common stock will be freely tradable upon the earlier of:

(i) effectiveness of a registration

statement covering such shares and (ii) the date on which such shares may be sold without registration pursuant to Rule 144 (or other

applicable exemption) under the Securities Act of 1933, as amended (“Securities Act”).

(i) effectiveness of a registration statement covering such shares;

(ii) the date on which such shares may be sold without registration pursuant to Rule 144 (or other applicable exemption) under the Securities Act of 1933.

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 1A. Risk Factors