Item 1.01. Amendment to Material Definitive Agreements

On March 31, 2022, Marathon Digital Holdings, Inc. (the "Company") amended its previously announced agreements with affiliates of Beowulf Energy LLC, a Delaware limited liability company (collectively and as applicable, "Beowulf"), and Two Point One, LLC, a Delaware limited liability company ("2P1"), pursuant to which Beowulf and 2P1 have been designing and developing a data center facility of up to 110-megawatts (the "Facility") located next to, and supplied energy directly from, Beowulf's power generation station in Hardin, MT. As part of the Company's mandate to become carbon neutral by the end of the 2022 fiscal year, the Company, Beowulf and 2P1 agreed to terminate the Data Facility Services Agreement, the Power Purchase Agreement and the Ground Lease for the Facility as of August 15, 2022, and the Company will redeploy its Hardin-installed miners to renewable power facilities on or before September 30, 2022.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.



  99.1     Press Release, dated April 5, 2022.
  104    Cover page interactive data file (embedded within the inline XBRL
         document).

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