8-K
0000827876falseCLEANSPARK, INC.00008278762025-10-292025-10-290000827876us-gaap:CommonStockMember2025-10-292025-10-290000827876clsk:RedeemableWarrantsMember2025-10-292025-10-29

 

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): October 29, 2025

 

 

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

Redeemable warrants, each exercisable for 0.069593885 shares of common stock at an exercise price of $165.24 per whole share

 

CLSKW

 

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 8.01 Other Events.

On October 29, 2025, CleanSpark, Inc. (the “Company”) announced that it has acquired rights to approximately two hundred and seventy-one acres of land in Austin County, Texas and executed long-term power supply agreements totaling 285 megawatts to support the development of a next-generation data center campus (collectively, the “Transactions”). The Transactions position the company to deliver scalable, resilient, and energy-efficient capacity to meet accelerating demand from AI, cloud, and enterprise workloads.

Under the terms of the purchase agreement, the Company paid a combination of cash consideration and shares of the Company’s common stock at closing, plus additional cash consideration payable upon the occurrence of post-closing events.

In connection with the Transactions, the Company is filing supplemental risk factors pertaining to the diversification of its business strategy to include data center development to update disclosures contained in the Company’s prior public filings, including those discussed under the heading “Item 1A. Risk Factors” in (i) the Company’s Annual Report on Form 10-K for the year ended September 30, 2024, filed with the Commission on December 3, 2024 and (ii) the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Commission on August 7, 2025. The supplemental risk factors are filed herewith as Exhibit 99.2 and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On October 29, 2025, the Company announced the consummation of the Transactions. A copy of the press release is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, 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 under that Section and shall not be deemed to be incorporated by reference into any filing under the Act, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated as of October 29, 2025 (furnished herewith)

99.2

Supplemental Risk Factors

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

2


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:

October 29, 2025

By:

/s/ Leighton R. Koehler

 

 

 

Leighton R. Koehler, General Counsel

 

3


EXHIBIT 99.1

 

CleanSpark Enters Texas Market with Land and Large-Scale Power Acquisition to Rapidly Deploy an AI Data Center in Greater Houston

 

Acquisition increases power under contract by 28%

 

271-acre site is positioned on a major fiber backbone with 285 MW of power to anchor CleanSpark’s expansion into high-performance compute and AI infrastructure

 

LAS VEGAS, October 29, 2025 CleanSpark, Inc. (Nasdaq: CLSK), America’s Bitcoin Miner® (“CleanSpark” or the “Company”), announced today it has acquired the rights to approximately 271 acres of land in Austin County, Texas, and executed long-term power supply agreements totaling 285 megawatts to support the development of a next-generation data center campus (collectively, the “Transactions”). The Transactions position CleanSpark to deliver scalable, resilient, and energy-efficient capacity to meet accelerating demand from AI, cloud, and enterprise workloads.

 

Under the terms of the purchase agreement, the Company paid a combination of cash consideration and shares of the Company’s common stock at closing, plus additional cash consideration payable upon the occurrence of post-closing events.

 

Located on a regional fiber backbone and supported by strong grid infrastructure with close proximity to numerous high-capacity natural gas pipelines, which are being evaluated for industrial-scale behind-the-meter generation opportunities, the site provides a highly advantageous platform for CleanSpark’s continued diversification beyond bitcoin mining into high performance compute (HPC). The Transactions represent a key step in the Company’s long-term strategy to leverage its vertically integrated infrastructure-first model to unlock value across its power and land portfolio.

 

“This acquisition marks a major milestone in CleanSpark’s strategic business evolution,” said Matt Schultz, chief executive officer and chairman. “Securing power and land at this scale in one of the nation’s most attractive markets positions us to meet the accelerating demand for AI compute while continuing to deliver long-term value for our shareholders. We continue to lead in bitcoin mining, are actively reviewing AI conversion opportunities across our existing portfolio and have now entered the Texas market with a site purpose-acquired for an AI campus.”

 

“CleanSpark has built a track record of identifying and developing digital infrastructure in energy-advantaged regions,” said Harry Sudock, chief business officer. “This site sits strategically between Houston and Austin at the intersection of abundant power, fiber connectivity and pro-development energy policy. As we move into the design and construction phases of this project, we will evaluate opportunities to secure additional energy onsite and pursue other regional projects in parallel.”

 

“The Houston market is emerging as a premier destination for next-generation data center development,” said Jeffrey Thomas, senior vice president of AI data centers. “This acquisition provides CleanSpark with the footprint and power capacity needed to deliver large-scale, high-density compute solutions to global technology partners. CleanSpark is developing high-velocity compute deployment capabilities ideally suited for monetizing this type of capacity.”

 

A substation construction plan is already underway with the long lead time items secured, and CleanSpark intends to begin site design and development immediately, with phased development expected to support AI workloads as the Company continues to expand its digital infrastructure platform. Energization of more than 200 MW is expected in the first half of 2027.


 

 

Advisors

 

Katten Muchin Rosenman LLP served as legal advisor to CleanSpark.

 

 

About CleanSpark

CleanSpark (Nasdaq: CLSK), America's Bitcoin Miner®, is a market-leading data center developer with a proven track record of success. We own and operate a portfolio of more than 1.3 GW of power, land, and data centers across the United States powered by globally competitive energy prices. Sitting at the intersection of Bitcoin, energy, operational excellence and capital stewardship, we optimize our infrastructure to deliver superior returns to our shareholders. Monetizing low-cost, high reliability energy by producing a global emerging critical resource – compute – positions us to prosper in an ever-changing world. Visit our website at www.cleanspark.com.

 

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements include statements concerning anticipated future events and expectations that are not historical facts, such as statements concerning the Transactions. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. In addition, forward-looking statements are typically identified by words such as “plan,” “believe,” “goal,” “target,” “aim,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” “will” and other similar words and expressions, although the absence of these words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on the current expectations and beliefs of CleanSpark’s management and are inherently subject to a number of factors, risks, uncertainties and assumptions and their potential effects. There can be no assurance that future developments will be those that have been anticipated. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, risks, uncertainties and assumptions, including, among others, the Company’s ability to execute on its business strategy, including its ability to diversify and expand into the data center development market, the Company’s limited experience with respect to the new markets it seeks to enter, including the data center development market, and the other risks described in the Company’s prior press releases and in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including under the heading “Risk Factors” in those filings, and other risks the Company may identify from time to time. Forward-looking statements contained herein are made only as to the date of this press release, and the Company assumes 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
Harry Sudock
702.989.7693
[email protected]

 

Media Contact
Malory Van Guilder
651.335.0585
[email protected]

 

 


EXHIBIT 99.2

 

Risks Related to CleanSpark’s Business

We have an evolving business model and strategy, which includes an increasing focus on diversifying into constructing and operating data centers for AI and HPC companies, in addition to our bitcoin activities.

To remain current in a digital assets industry that is rapidly evolving, we expect the services and products associated with such activities to continue to evolve and accordingly, our business model may also need to evolve.

Our growth strategy includes exploring expansion and diversification of our revenue sources into new markets. For example, we are increasing our focus on diversifying into constructing and operating data centers for AI and HPC companies, including through our acquisition of properties and assets in Texas. We cannot offer any assurance that these or any other modifications will be successful or will not result in harm to the business, damage our reputation or limit our growth. Such modifications may increase the complexity of our business and place significant strain on our management, personnel, operations, systems, technical performance, financial resources and internal financial control and reporting functions. Moreover, we may not be able to manage growth effectively, which could damage our reputation, limit our growth and adversely affect our operating results. Further, we cannot provide any assurance that we will successfully identify all emerging trends and growth opportunities within the digital assets industry, the AI and HPC market or other markets we seek to expand into, and we may lose out on such opportunities. Additionally, any such changes to our business model or strategy could subject us to additional regulatory scrutiny and requirements, including licensing and permitting requirements. Any of the foregoing could have a material adverse effect on our business, prospects, financial condition and operating results.

Our expansion into AI and HPC may divert resources from our core bitcoin mining operations, limit our power capacity for mining, and introduce operational complexity.

While we intend to continue our bitcoin mining operations, the allocation of resources to support AI and HPC development may reduce the capital, personnel, infrastructure and power capacity available for our mining business. In particular, diverting future power capacity to AI and HPC workloads may limit our ability to deploy that power for mining, which is a highly competitive and capital-intensive industry. As a result, we may be unable to expand our deployed hash rate (EH/s) at the pace of our competitors, potentially diminishing our market share and profitability. Managing multiple distinct lines of business may increase operational complexity and place additional demands on our management, technical, and support teams, which could negatively affect our overall performance, strategic execution and profitability.

It may take significant time and expenditure to develop an HPC hosting business through continued development at our facilities, and our efforts may not be successful.

The continued development of our facilities is subject to various factors beyond our control. There may be difficulties integrating new equipment into existing infrastructure, constraints on our ability to connect to or procure the expected electricity supply capacity at our facilities, defects in design, construction or installed equipment, diversion of management resources, insufficient funding or other resource constraints. Actual costs for development may exceed our planned budget. In particular, our strategy to expand and diversify into AI and HPC hosting may require retrofits, alterations or other customized solutions to enable an operating environment for AI and HPC tenants. Such changes may be cost-prohibitive, or the sites may be incapable of supporting such requirements. These alterations may also require collaboration with cooling experts, engineers and specialized vendors to ensure thermal management aligns with specific hardware requirements.

 


 

 

We intend to expand by acquiring and developing additional facilities, taking into account factors such as availability of electrical capacity and infrastructure and related costs, geographic location and the local regulatory environment. We may have difficulty finding sites that satisfy our requirements at a commercially viable price or within our timing requirements. Furthermore, there may be significant competition for suitable data center sites, and government regulators, including local permitting officials, may restrict our ability to establish data center operations in certain locations.

Leveraging sites that we have contractually secured may ultimately fail due to factors beyond our control. In addition, securing agreements to connect to power sources, and obtaining permits, approvals and/or licenses to construct and operate facilities, could be delayed in regulatory processes, may not be successful or may be cost prohibitive. Actions by government regulators, or the issuance of new regulations that restrict AI and HPC hosting or bitcoin mining operations, may reduce the availability of electricity, increase its cost, or otherwise adversely impact our business.

Development and construction delays, cost overruns, changes in market circumstances, environmental or community constraints, inability to continue finding suitable data center locations, and other factors may adversely affect our operations, expansion plans, financial position and financial performance. We will continue to review our expansion plans in light of evolving market conditions. Any such delays, and any failure to increase our total data center or hash rate capacity in the future, could adversely impact our business, financial condition, cash flows and results of operations