CleanSpark Inc 2024年度报告

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedSeptember 30, 2024☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter) 87-0449945 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:N/A Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ X ] No [] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days. Yes [X] No [ ] Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and “emerging growth company” in Rule 12b-2 of theExchange Act. ☐Accelerated Filer☐Smaller reporting company☐Emerging growth company ☒Large accelerated Filer ☐Non-accelerated Filer 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes [ ] No [X] The aggregate market value of the common stock held by non-affiliates as of March 28, 2024 (the last business day of the registrant's most recently completed secondfiscal quarter), was approximately $4,883,000,000 based on the per share closing price as of March 28, 2024 quoted on the Nasdaq Capital Market for the registrant’scommon stock, which was $21.21. As of December 3, 2024, there were 292,561,667 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant’s definitive proxy statement to be delivered to its stockholders in connection with the registrant’s 2025 Annual Meeting ofStockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. Such definitive proxy statement will be filed with the Securities andExchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. CLEANSPARK, INC.TABLE OF CONTENTSForm 10-K for the Fiscal Year EndedSeptember 30, 2024 Page PART I Item 1.Business5Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments38Item 1C.Cybersecurity38Item 2.Properties39Item 3.Legal Proceedings39Item 4.Mine Safety Disclosures39 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities40Item 6.[Reserved]41Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations42Item 7A.Quantitative and Qualitative Disclosures About Market Risk59Item 8.Financial Statements and Supplementary Data60Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure63Item 9A.Controls and Procedures63Item 9B.Other Information65Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections65 PART III Item 10.Directors, Executive Officers and Corporate Governance66Item 11.Executive Compensation66Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters66Item 13.Certain Relationships and Related Transactions, and Director Independence66Item 14.Principal Accountant Fees and Services66 PART IV Item 15.Exhibit and Financial Statement Schedules67 FORWARD-LOOKING STATEMENTS