クリーンスパークの適時開示・重要契約・その他

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): April 11, 2024

   

CleanSpark, Inc.

(Exact name of Registrant as Specified in Its Charter)


Nevada	001-39187	87-0449945
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10624 S. Eastern Ave. Suite A - 638
Henderson, Nevada		89052
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (702) 989-7692

   

(Former Name 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement 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 Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	CLSK	The Nasdaq Stock Market LLC

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On April 11, 2024, CleanSpark, Inc., a Nevada corporation (the "Company"), entered into a Supplemental Agreement (the "Supplemental Agreement") with Bitmain Technologies Delaware Limited ("Bitmain"), amending certain terms of the Future Sales and Purchase Agreement dated January 6, 2024 (the "Original Agreement").

The Original Agreement provided for the purchase of 60,000 units of S21 servers, with the option to purchase an additional 100,000 units of S21 servers. The Supplemental Agreement amends the Original Agreement by modifying the type of servers to be purchased under the option from the S21 model to the upgraded S21 Pro model at a total purchase price of $374,400,000 for 100,000 units. The upgraded S21 Pro servers feature a higher rated hashrate of 234 terahashes, a rated power consumption of 3,510 watts, and a joules per terahash (J/T) value of 15. The upgrade to the S21 Pro model allows for additional computational power, resulting in greater operational efficiency and potential revenue generated per unit of energy consumed.

The foregoing description of the Original Agreement and Supplemental Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of these documents. A copy of the Original Agreement was filed as an exhibit to the Company's Current Report on Form 8-K filed on January 6, 2024, and a copy of the Supplemental Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K (this "Current Report").

Item 7.01 Regulation FD Disclosure.

On April 12, 2024, the Company issued a press release announcing the completion of the Supplemental Agreement with Bitmain. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished with this Current Report.

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “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 such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is disclosed solely pursuant to this Item 7.01.

Item 8.01 Other Events.

Pursuant to the terms of the Supplemental Agreement, the Company has exercised its option under the Original Agreement to purchase the S21 Pro servers. The Company submitted an Option Exercise Notice to Bitmain, dated April 9, 2024, formally documenting the exercise of the call option and specifying a delivery schedule for the newly purchased servers starting in June 2024 and ending by December 31, 2024.

The foregoing description of the Option Exercise Notice does not purport to be complete and is qualified in its entirety by reference to the complete text of the document, a copy of which is attached as Exhibit 10.2 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.	Description

10.1	Supplemental Agreement entered into by and between CleanSpark, Inc. and Bitmain Technologies Delaware Limited on April 11, 2024
10.2	Option Exercise Notice from CleanSpark, Inc. to Bitmain Technologies Delaware Limited on April 9, 2024
99.1	Press Release, dated April 12, 2024 (furnished herewith)
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the lnline 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.


			CLEANSPARK, INC.

Date:	April 12, 2024	By:	/s/ Zachary Bradford
			Name: Zachary Bradford Title: Chief Executive Officer

EX-10.1 2 clsk-ex10_1.htm EX-10.1 EX-10.1

DATED April 8, 2024

BITMAIN TECHNOLOGIES DELAWARE LIMITED

("BITMAIN")

and

CleanSpark, Inc.

("PURCHASER")

___________________________________________________________________________________

SUPPLEMENTAL AGREEMENT TO FUTURE SALES AND PURCHASE AGREEMENT

relating to the purchase of Hash Super Computing Server, S21

Dated January 6, 2024

___________________________________________________________________________________

THIS SUPPLEMENTAL AGREEMENT (the "Supplemental Agreement") is made April 8, 2024

BETWEEN:

(1)

BITMAIN TECHNOLOGIES DELAWARE LIMITED, a company incorporated and existing under the laws of the State of Delaware, the United States (File Number: 6096946) ("BITMAIN"); and

(2)

CleanSpark, Inc., a company incorporated and existing under the laws of Nevada, the United States of America (Company ID No.: 87-0449945) ("Purchaser").

(together the "Parties" and each a "Party").

RECITALS

(A)

BITMAIN and the Purchaser have entered into a Future Sales and Purchase Agreement (Antminer S21) dated January 6, 2024 (the "Original Agreement") in respect of HASH Super Computing Servers (Model: S21) of a reference quantity of 60,000 to be delivered between April 2024 to June 2024 with an estimated total purchase price of US$276,000,000.00. Additionally, the Original Agreement grants the Purchaser a Call Option to purchase an additional approximate 100,000 units of S21, subject to the terms and conditions stipulated within the Original Agreement.

(B)

As the date hereof, none of the Products under the Original Agreement have been delivered and executed. Regarding the Call Option, the Purchaser has paid an amount of US$32,000,000 towards the Call Purchase Fee, as per paragraph 1.2 of Appendix C of the Original Agreement.

(C)

The Parties wish to enter into this Supplemental Agreement regarding certain amendments to the Appendix C of the Original Agreement. Unless the context otherwise requires, terms defined in the Original Agreement shall have the same meaning in this Supplemental Agreement.

IT IS AGREED AS FOLLOWS:

Amendments to paragraphs 1.1 and 1.2 of Appendix C of the Original Agreement. The Parties hereby agree that paragraph 1.1 and 1.2 of Appendix C of the Original Agreement shall be deleted in its entirety and replaced as per below:

1.1

Right to Purchase. Subject to the terms and conditions of this Agreement, at any time during the period from the date of this Agreement to December 31, 2024 (the "Call Option Period"), the Purchaser shall have the right (the "Call Option"), but not the obligation, to purchase, in whole or in part, additional Products (the "Forward Deliverables") at the Call Purchase Price (as defined below) in one or more transactions, which may be done in more than one batch in non-consecutive months.

1.1.1

Model and Purchase Unit Price of the Forward Deliverables. The model of the Forward Deliverables shall be S21 Pro, US$16 per T, each unit of S21 Pro is expected to have a rate hashrate of 234, a rated power consumption of 3,510W, and a J/T value of 15. For the avoidance of doubt, the rated hashrate per unit, rated power consumption per unit and J/T value set forth herein are for reference only

and such indicators of each batch or unit of Products may differ. BITMAIN makes no representation on the rated hashrate per unit, the rated power per unit and/or J/T value of any Products.

1.1.2

Upon exercising the Call Option in full, the maximum hashrate of the Forward Deliverables shall be 23,400,000 T and the maximum quantity of the Forward Deliverables shall be approximately 100,000 units.

1.1.3

The total purchase price of the Forward Deliverables is US$374,400,000 ("Call Purchase Price").

1.2

Call Purchase Fee. The Purchaser shall pay BITMAIN an amount of US$37,440,000 as the consideration of the Call Option ("Call Purchase Fee"), which is calculated as 10% of the Call Purchase Price. To date, the Purchaser has already paid an amount of US$32,000,000 towards the Call Purchase Fee. The remaining balance of US$5,440,000 shall be payable within seven (7) days after the execution of this Supplemental Agreement.

1.2.1

Exercise of Call Option in Full. In the event the Purchaser exercises the Call Option in whole, the whole amount of the Call Purchase Fee shall be applied in whole towards the settlement of the Down Payment of the Call Purchase Price.

1.2.2

Exercise of Call Option in Portion. In the event the Purchaser exercises a portion of the Call Option (less than 100%), a proportion of the Call Purchase Fee, corresponding to the ratio of the quantity of Products to be exercised to the maximum quantity of Forward Deliverables, shall be applied towards the settlement of the total purchase price of Forward Deliverables; and any remaining proportion of the Call Purchase Fee shall be forfeited to BITMAIN.

1.2.3

Upon exercise of the Call Option in accordance with either Section 1.2.1 or 1.2.2, the Purchaser shall be obligated to pay the corresponding proportionate amount of the Call Purchase Price associated with the exercise of the Call Option less the corresponding proportionate amount of the Call Purchase Fee already paid to BITMAIN, according to the schedule of payment as follows:

     
Payment

Payment Percentage

Payment Date

     
Down Payment

20%

20% of the total purchase price of Forward Deliverables shall be paid by the Purchaser within seven (7) days after the delivery of the Notice of Exercise and shall be satisfied by:
(a)BITMAIN's application of the corresponding proportionate amount of Call Purchase Fee; and
(b)Payment by the Purchaser for any balance of the Down Payment remains due.

     
Interim Payment

30%

30% of the total purchase price of Forward Deliverables shall be paid at least three (3) months prior to the first

     
day of the Shipping Period of Call Purchase (as defined below) of such batch of Forward Deliverables.

     
Balance Payment

50%

50% of the Call Purchase Price of each batch of Forward Deliverables shall be paid by the Purchaser at least one (1) month prior to the first day of the Shipping Period of Call Purchase of such batch of Forward Deliverables.

For the avoidance of doubt, except as set out in this Supplemental Agreement, the provisions of the Original Agreement shall not otherwise be affected by this Supplemental Agreement and shall remain in full force and effect. In the event of discrepancies between this Supplemental Agreement and the Original Agreement, the provisions of this Supplemental Agreement shall prevail.

Further Assurance. At all times after the date of this Supplemental Agreement, each of the Parties agrees to perform (or procure the performance of) all such acts and things and/or to execute and deliver (or procure the execution and delivery of) all such documents, as may be required by law or as may be necessary or reasonably requested by the other parties for giving full effect to this Supplemental Agreement.

Except as modified by this Supplemental Agreement, Clauses 1 to 24 of the Original Agreement apply mutatis mutandis to this Supplemental Agreement.

[Remainder of page intentionally left blank]

IN WITNESS whereof this Supplemental Agreement has been duly executed by the undersigned on the date first above written.

EX-10.2 4 clsk-ex10_2.htm EX-10.2 EX-10.2

Notice Party:

Bitmain Technologies Delaware Limited
By Email to: Qingqing.miao@bitmain.com
CC: legal@bitmain.com & invoice@bitmain.com

NOTICE OF CALL OPTION EXERCISE, DATED APRIL 9, 2024

Pursuant to the January 6, 2024 Agreement between CleanSpark, Inc. & Bitmain Technologies Delaware Limited, as later amended on April 9, 2024, (as amended, the “Agreement”), and in accordance with Appendix C thereto, Cleanspark Inc. hereby exercises in full its option to Purchase 100,000 S21 Pro servers, having specifications as generally described at Exhibit 1 attached hereto.

The Company respectfully requests that the units be delivered evenly over the six months starting June 2024 and ending December 31, 2024, as further described on Exhibit 2 to this notice.

Executed By:

CleanSpark Inc.

By:_/s/_______________

Name: Zach Bradford

Title: CEO

EXHIBIT 1: PRODUCT SPECIFICATIONS

Summary of the general specifications of the Products are as follows:


Type	Details
Product Name	HASH Super Computing Server
Model	S21 Pro-234.0T
Rated Hashrate per Unit, T	234.00 ±10%
Rated power per Unit, W	3,510.00
J/T	15.0
Contracted Hashrate, T	23,400,000
Quantity of the Products	100,000

EXHIBIT 2: DELIVERY DATES

It is requested that each batch of Products shall be purchased and delivered in accordance with the following arrangements:


Batch	Model	Shipping Period	Reference Quantity	Total Rated Hashrate (T)	Purchase Unit Price (US$/T)	Corresponding Total Purchase Price (US$)
1	S21 Pro	July 2024	16,667	3,900,000	16	62,400,000
2	S21 Pro	August 2024	16,667	3,900,000	16	62,400,000
3	S21 Pro	September 2024	16,667	3,900,000	16	62,400,000
4	S21 Pro	October 2024	16,667	3,900,000	16	62,400,000
5	S21 Pro	November 2024	16,666	3,900,000	16	62,400,000
6	S21 Pro	December 2024	16,666	3,900,000	16	62,400,000
In Total			100,000	23,400,000	/	374,400,000

Total Purchase Price (tax exclusive): US$374,400,000.00

EX-99.1 5 clsk-ex99_1.htm EX-99.1 EX-99.1

CleanSpark Exceeds 17 EH/s, Exercises and Upgrades Previously Announced Option

for 100,000 Bitcoin Mining Machines

Company negotiates option upgrade to new S21 Pros, increasing the total purchased hashrate by 17%, to 23.4 EH/s

The Company reached its new hashrate high as its recently acquired data center in Dalton, GA, goes online

Las Vegas, April 10--CleanSpark Inc. (Nasdaq: CLSK), America's Bitcoin Miner™, today announced it has exceeded 17 exahashes per second (EH/s) of operating hashrate and has exercised its option to purchase 100,000 Bitmain S21 Pros, or 23.4 EH/s of machines.

The machine purchase is an amendment to an existing agreement with Bitmain announced earlier this year. The amendment allowed the Company to purchase the S21 Pro model instead of the S21. The cost per terahash is maintained at the industry low price of $16 per terahash for the more efficient miner.

The S21 Pro operates at 15 joules per terahash (J/TH), a 14 percent improvement over the S21 miner which is currently the most efficient miner available on the market at 17.5 joules per terahash (J/TH). The improved efficiency of the S21 Pro means that the company will still acquire the same number of machines, but with a 17 percent increase in hashrate, or approximately 3.4 EH/s more hashrate.

“Efficiency is the most important variable as we head into the halving,” said Zach Bradford, CEO. “With the upgrade to the new S21 Pro, we expect that we have cemented our lead as the most efficient publicly traded bitcoin miner at scale in North America. Our extraordinary scale has allowed us to make meaningful gains in our bitcoin production without having to increase the energy use of our data centers. This is good not only for CleanSpark and our shareholders, but for the entire bitcoin network. After halving, many old and inefficient machines will go offline, increasing CleanSpark’s organic market share while lowering the network’s energy consumption. We are well-suited to take advantage of the opportunities that the halving affords and look forward to continuing our unmatched growth.”

Under the agreement, the new S21 Pros are scheduled for delivery between June and December 2024.

CleanSpark is among the largest publicly traded bitcoin miners in the world, consistently outpacing its peers in terms of bitcoin produced per exahash of operating hashrate, according to publicly available data.

About CleanSpark

CleanSpark (Nasdaq: CLSK) is America's Bitcoin Miner™. We own and operate data centers that primarily run on low-carbon power. Our infrastructure responsibly supports Bitcoin, the world's most important digital commodity and an essential tool for financial independence and inclusion. We cultivate trust and transparency among our employees and the communities we operate in. Visit our website at www.cleanspark.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In this press release, forward-looking statements include, but may not be limited to, statements regarding the Company's expectations, beliefs, plans, intentions, and strategies. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "forecasts," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions. The forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: delivery dates and operating specifications of the purchased miners, anticipated additions to CleanSpark's hashrate and the timing thereof; the risk that the electrical power available to our facilities does not increase as expected; the success of its digital currency mining activities; the volatile and unpredictable cycles in the emerging and evolving industries in which we operate; increasing difficulty rates for bitcoin mining; bitcoin halving; new or additional governmental regulation; the anticipated delivery dates of new miners; the ability to successfully deploy new miners; the dependency on utility rate structures and government incentive programs; dependency on third-party power providers for expansion efforts; the expectations of future revenue growth may not be realized; and other risks described in the Company's prior press releases and in its filings with the Securities and Exchange Commission (SEC), including under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2023, and any subsequent filings with the SEC. Forward-looking statements contained herein are made only as to the date of this press release, and we assume no obligation to update or revise any forward-looking statements as a result of any new information, changed circumstances or future events or otherwise, except as required by applicable law.

Investor Relations Contact
Brittany Moore
702-989-7693

ir@cleanspark.com

Media Contact
Eleni Stylianou
702-989-7694
pr@cleanspark.com