Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
Effective July 19, 2021, the Audit Committee of Marathon Digital Holdings, Inc.
(the "Company") approved the dismissal of RBSM, LLP ("RBSM") as the Company's
independent registered public accounting firm, effective on July 19, 2021. The
audit reports of RBSM on the Company's consolidated financial statements for the
fiscal years ended December 31, 2020 and 2019 did not contain an adverse opinion
or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles, other than a qualification
for the fiscal year ended December 31, 2019 about the ability of the Company to
continue as a going concern. During the fiscal years ended December 31, 2020 and
2019 and the subsequent interim period through July 19, 2021, there have been
no "disagreements" (within the meaning of Item 304(a)(1)(iv) of Regulation S-K
and the related instructions) between the Company and RBSM on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
RBSM would have caused RBSM to make reference thereto in its reports on the
consolidated financial statements for such years. During the fiscal years ended
December 31, 2020 and 2019 and through July 19, 2021, there have been no
"reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K). The
Company provided RBSM with a copy of the disclosure it is making herein in
response to Item 304(a) of Regulation S-K prior to filing this report, and
requested that RBSM furnish the Company with a copy of its letter addressed to
the Commission, pursuant to Item 304(a)(3) of Regulation S-K, stating whether or
not RBSM agrees with the statements related to RBSM made by the Company in this
report. A copy of RBSM's letter to the Commission dated July 21, 2021 is
attached as Exhibit 16.1 to this report.
(b) Engagement of Independent Registered Public Accounting Firm
Effective as of July 19, 2021, the Audit Committee of the Company's Board of
Directors approved the appointment of Marcum LLP ("Marcum") as the Company's new
independent registered public accounting firm to perform independent audit
services for the fiscal year ending December 31, 2021. During the fiscal years
ended December 31, 2020 and 2019 and through July 19, 2021, neither the Company,
nor anyone acting on its behalf, consulted Marcum regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered with
respect to the consolidated financial statements of the Company, and no written
report or oral advice was provided to the Company by Marcum that was an
important factor considered by the Company in reaching a decision as to any
accounting, auditing or financial reporting issue; or (ii) any matter that was
the subject of a "disagreement" (within the meaning of Item 304(a)(1)(iv) of
Regulation S-K and the related instructions) or a "reportable event" (as defined
in Item 304(a)(1)(v) of Regulation S-K).
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