Major publicly traded Bitcoin miner MARA Holdings is exploring the sale of up to $2 billion in stock offering to purchase more BTC.
On 28 March, the miner has submitted a current report (aka Form 8-K) and a prospectus with the US Securities and Exchange Commission (SEC). It presented details of the potential sale and intended usage of the funds from the sales.
The Second-Largest Bitcoin Holder
According to the documents, Bitcoin miner MARA has entered into an at-the-market (ATM) offering agreement with a number of sales agents to offer up to $2 billion of shares of its common stock “from time to time.” The value is $0.0001 per share.
An ATM offering is a follow-on offering of securities, which publicly traded companies use to raise capital over a certain period of time. The issuer sells newly issued shares into the trading market through a designated sales agent at dominant market prices.
Furthermore, the prospectus names Barclays Capital, BMO Capital Markets, BTIG, Cantor Fitzgerald & Co., Guggenheim Securities, H.C. Wainwright & Co., and Mizuho Securities USA as the sales agents.
The sales agents, should there be any sales, will be compensated with up to 3% of the gross proceeds per share sold, the company says.
MARA currently holds 46,374 BTC ($3.8 billion). According to BitcoinTreasuries, it’s the second-largest holder, after Microstrategy.
MARA Holdings, Inc. — Bitcoin Holdings Over Time:
“We currently intend to use the net proceeds from this offering for general corporate purposes, including the acquisition of bitcoin and for working capital,” the prospectus reads.
Moreover, the company would use the funds to buy additional Bitcoin mining servers. The above-mentioned general corporate purposes include strategic acquisitions, joint ventures, expansion of existing assets, and repayment of debt and other outstanding obligations, MARA says.
Meanwhile, the amounts and timing of the use of the sale proceeds will depend on many factors, it argues, such as from tech advances, progress of research and development efforts, and the competitive environment for the products. The management will have “broad discretion in the timing and application of these proceeds.”
Bitcoin Miner Lowest Transaction Fees Percentage in Three Years’
Bitcoin’s transaction fees have seen “another notable decline” in March, according to the Miner Weekly report by BlocksBridge Consulting. They make up only 1.25% of the total block rewards, said the report, citing TheMinerMag.
Notably, so far in 2025, these fees have consistently accounted for less than 2% of the monthly block rewards.
“This marks the lowest percentage of transaction fees in three years, since April 2022, signaling a significant shift in the network’s dynamics,” the report states.
For example, the total transaction fees in March 2025 up until the time of the report have totaled 155 BTC – not yet half of the 361 BTC seen three years ago.
Meanwhile, as the hashrate is recovering, the next difficulty adjustment may see a rise. Per the researchers, more miners are competing for the same block subsidies. At the same time, there are fewer fees to be shared.
Therefore, miners with higher operational costs could experience additional strain in profitability with the rising difficulty.
“Without a significant uptick in Bitcoin’s market price or a revival in transaction fees, these miners may soon face an unmanageable situation: they may no longer be able to compete,” the report argues.
We are likely to see further consolidation within the mining industry as larger players absorb more market share.
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