8-K/A - MARA - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K/A

(AmendmentNo. 1)

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

of

the Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): March 18, 2024

MARATHON

DIGITAL HOLDINGS, INC.

(Exactname of Registrant as Specified in Its Charter)

Nevada	001-36555	01-0949984
(State or Other Jurisdiction<br><br> <br>of Incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)

101NE Third Avenue, Suite 1200

FortLauderdale, FL 33301

(Addressof principal executive offices and zip code)

(800)804-1690

(Registrant’stelephone number, including area code)

NotApplicable

(FormerName or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br> <br>Symbol(s)	Name of each exchange<br><br> <br>on which registered
Common Stock	MARA	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory

Note

This Amendment No. 1 on Form 8-K/A (this “Amendment No. 1”) amends the Current Report on Form 8-K previously furnished by Marathon Digital Holdings, Inc. (the “Company”) to the Securities and Exchange Commission (“SEC”) on March 20, 2024 (the “Original Report”). Amendment No. 1 is being furnished solely to (i) update and correct the version of the investor presentation deck furnished as Exhibit 99.1 to the Original Report (as updated, the “Presentation”), and (ii) confirm the availability of the Presentation on the Company’s website.

Item 7.01.	Regulation FD Disclosure.

On March 18, 2024 and March 19, 2024, the Company used the Presentation furnished with this Amendment No. 1 as Exhibit 99.1 in meetings and presentations at the 36^th^ Annual Roth Conference. The Presentation is incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is furnished pursuant to General Instruction B.2. of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act.

A copy of the Presentation is also available on the Company’s investor relations website located at ir.mara.com. The information included on the Company’s website is not incorporated by reference into this Amendment No. 1, or into any other Company filing with the SEC unless otherwise expressly indicated.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br><br> <br>No.	Description
99.1	Presentation of Marathon Digital Holdings, Inc. (as updated)
104	Cover<br> Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MARATHON DIGITAL HOLDINGS, INC.
Date:<br> March 20, 2024	By:	/s/ Zabi Nowaid
	Name:	Zabi<br> Nowaid
	Title:	General<br> Counsel

Exhibit 99.1