August 22, 2024

Zachary K. Bradford
Chief Executive Officer
CleanSpark, Inc.
10624 S. Eastern Avenue, Suite A - 638
Henderson, NV 89052

       Re: CleanSpark, Inc.
           Registration Statement on Form S-4
           Filed August 6, 2024
           File No. 333-281313
Dear Zachary K. Bradford:

     We have conducted a limited review of your registration statement and have
the following
comment.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.

Form S-4 Filed August 6, 2024
General

1.     Please confirm your understanding that we will not be in a position to
declare your Form
       S-4 effective until all outstanding comments regarding your Form 10-K
for the fiscal year
       ended September 30, 2023 have been resolved.
        We remind you that the company and its management are responsible for
the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action
by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 August 22, 2024
Page 2

       Please contact Austin Stanton at 202-551-2197 or David Gessert at
202-551-2326 with
any questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Crypto
Assets
cc:   Christopher J. Bellini