CleanSpark, Inc. Files Material Definitive Agreement

TL;DR

CleanSpark just signed a big deal, filing it with the SEC today.

AI Summary

On August 2, 2024, CleanSpark, Inc. entered into a Material Definitive Agreement. The filing also includes financial statements and exhibits related to this agreement. The company, incorporated in Nevada, is headquartered in Henderson, NV.

Why It Matters

This filing indicates a significant new agreement for CleanSpark, Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can introduce new risks or opportunities that are not yet fully understood.

Key Numbers

• 20240802 — Filing Date (Earliest event reported)
• 87-0449945 — IRS Number (Company Tax Identification)

Key Players & Entities

• CleanSpark, Inc. (company) — Registrant
• August 02, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of Incorporation
• Henderson, Nevada (location) — Principal Executive Offices
• 001-39187 (document_id) — Commission File Number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share CLSK The Nasdaq Stock Mar
• $55,918,638.68 — Spark initially provided a term loan of $55,918,638.68 to GRIID, to include a new delayed draw
• $40,000,000 — new delayed draw term loan facility of $40,000,000 (the "Delayed Draw Facility"), which am
• $5,000,000 — ment. Pursuant to the Credit Agreement, $5,000,000 of the Delayed Draw Facility was borrow

Filing Documents

• clsk-20240802.htm (8-K) — 61KB
• clsk-ex10_1.htm (EX-10.1) — 670KB
• 0000950170-24-090899.txt ( ) — 944KB
• clsk-20240802.xsd (EX-101.SCH) — 24KB
• clsk-20240802_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 2, 2024, CleanSpark, Inc. ("CleanSpark"), GRIID Infrastructure Inc. ("GRIID"), and the other loan parties from time to time party thereto, amended and restated that certain Credit Agreement, dated June 26, 2024 (the "Existing Credit Agreement" and, as amended and restated, the "Credit Agreement") under which CleanSpark initially provided a term loan of $55,918,638.68 to GRIID, to include a new delayed draw term loan facility of $40,000,000 (the "Delayed Draw Facility"), which amounts GRIID is permitted to request pursuant to the terms of the Credit Agreement and use solely for certain purposes as set forth in the Credit Agreement. Pursuant to the Credit Agreement, $5,000,000 of the Delayed Draw Facility was borrowed on August 5, 2024, and any amounts borrowed and repaid prior to the maturity date cannot be reborrowed. The maturity date of all loans under the Credit Agreement is June 26, 2025, or 90 days following the termination of that certain Agreement and Plan of Merger, dated June 26, 2024, by and among CleanSpark, Tron Merger Sub, Inc. and GRIID (subject to certain exceptions as set forth in the Credit Agreement). On the maturity date, the principal and any accrued but unpaid interest must be paid. The loans under the Credit Agreement bear interest at a rate of 8.5% per annum and the Credit Agreement contains customary representations, warranties, covenants, and events of default for a deal of this type. The foregoing description of the Credit Agreement is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* Amended and Restated Credit Agreement, dated August2, 2024, by and among CleanSpark, Inc., GRIID Infrastructure Inc., and the other loan parties from time to time party thereto 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and other similar attachments to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The registrant will provide a copy of such omitted documents to the Securities and Exchange Commission upon request.

Forward-Looking Statements

Forward-Looking Statements This communication includes "forward-looking statements" as defined under the federal securities laws. All statements other than statements of historical fact included or incorporated by reference in this communication, including, among other things, statements regarding the proposed business combination transaction between CleanSpark, Inc. ("CleanSpark") and GRIID Infrastructure Inc. ("GRIID"), future events, plans and anticipated results of operations, business strategies, the anticipated benefits of the proposed transaction, the anticipated impact of the proposed transaction on the combined company's business and future financial and operating results, the expected amount and timing of synergies from the proposed transaction, the anticipated closing date for the proposed transaction and other aspects of CleanSpark's or GRIID's operations or operating results are forward-looking statements. Words and phrases such as "ambition," "anticipate," "estimate," "believe," "budget," "continue," "could," "intend," "may," "plan," "potential," "predict," "seek," "should," "will," "would," "expect," "objective," "projection," "forecast," "goal," "guidance," "outlook," "effort," "target" and other similar words can be used to identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Where, in any forward-looking statement, CleanSpark or GRIID expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future performance and involve certain risks, uncertainties and other factors beyond CleanSpark's or GRIID's control. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in the forward-looking statements. The following important factors and uncertainties, a

SIGNATURES

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: August 5, 2024 By: /s/ Zachary Bradford Name: Zachary Bradford Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR