XML 24 R11.htm IDEA: XBRL DOCUMENT
v3.24.2.u1

3. ACQUISITIONS | 9 Months Ended
--- | ---
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
ACQUISITIONS | 3. ACQUISITIONS Pending Acquisitions GRIID Infrastructure Inc. On June 26, 2024, the Company entered into an Agreement and Plan of Merger (the “GRIID Agreement”) with GRIID Infrastructure Inc., a Delaware corporation (“GRIID”), and Tron Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of the Company. The GRIID Agreement provides that, among other things and subject to the terms and conditions of the GRIID Agreement, (1) Merger Sub will be merged with and into GRIID (the “Merger”), with GRIID surviving and continuing as the surviving corporation in the Merger, and, (2) at the effective time of the Merger (the “Effective Time”), holders of each outstanding share of common stock, par value $0.0001 per share, of GRIID (“GRIID Common Stock”) will receive, in exchange for each share of GRIID Common Stock held immediately prior to the Merger (other than certain excluded shares), that number of shares of common stock, par value $0.001 per share, of CleanSpark common stock equal to the quotient obtained by dividing the Aggregate Merger Consideration (as defined below) by the total number of shares of GRIID Common Stock issued and outstanding as of the closing date of the Merger (the “Exchange Ratio”). The term “Aggregate Merger Consideration” means the quotient obtained by dividing (x) the sum of (i) $155,000 minus (ii) the amount of GRIID’s outstanding liabilities as of the closing date of the Merger (net of cash on hand), including all Indebtedness (as defined in the GRIID Agreement), plus up to $5,000 in severance obligations that would be due and payable upon termination of certain employees identified by the Company prior to the closing date, by (y) $16.587 (which is the volume-weighted average price of CleanSpark common stock for the two consecutive trading days prior to the date of the GRIID Agreement). The GRIID Agreement provides that, at the Effective Time, each GRIID restricted stock unit award that is outstanding immediately prior to the Effective Time will immediately vest with respect to 100% of the shares of GRIID Common Stock subject to such GRIID restricted stock unit award, which shares of GRIID Common Stock will be converted into the right to receive the merger consideration with respect to each share of GRIID Common Stock. Further, the GRIID Agreement provides that, at the Effective Time, each outstanding vested compensatory option to purchase shares of GRIID Common Stock will be canceled and converted into the right to receive that number of shares of CleanSpark common stock (rounded down to the nearest whole share) equal to the quotient of (i) the product of (A) the excess, if any, of the merger consideration value over the per share exercise price of the applicable option, multiplied by (B) the number of shares of GRIID Common Stock subject to such option immediately prior to the Effective Time, divided by (ii) the volume-weighted average price of CleanSpark common stock for the two consecutive trading days prior to the date of the GRIID Agreement. Any GRIID option that has an exercise price per share of GRIID Common Stock that is equal to or greater than the merger consideration value will be canceled for no consideration. At the Effective Time, each outstanding and unexercised warrant to purchase shares of GRIID Common Stock will be converted into a warrant to purchase a number of shares of CleanSpark common stock, rounded down to the nearest whole share, that is equal to the product of (A) the number of shares of GRIID Common Stock subject to such warrant as of immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio. The exercise price per share of CleanSpark common stock underlying such warrant will be equal to the quotient obtained by dividing (x) the per share exercise price applicable to such warrant immediately prior to the Effective Time by (y) the Exchange Ratio, rounded up to the nearest whole cent. Each such CleanSpark warrant shall be on the same terms and conditions as were applicable under such GRIID warrant immediately prior to the Effective Time. The completion of the Merger is subject to satisfaction or waiver of certain customary mutual closing conditions, including (1) the receipt of the required approvals from GRIID stockholders, (2) the absence of any governmental order or law that makes consummation of the Merger illegal or otherwise prohibited, (3) the effectiveness of the registration statement on Form S-4 to be filed by the Company pursuant to which the shares of CleanSpark common stock to be issued in connection with the Merger are registered with the SEC, and (4) the authorization for listing of CleanSpark common stock to be issued in connection with the Merger on The Nasdaq Stock Market LLC. The obligation of each party to consummate the Merger is also conditioned upon (1) the other party’s representations and warranties being true and correct (subject to certain materiality exceptions), (2) the other party having performed in all material respects its obligations under the GRIID Agreement, (3) the absence of a material adverse effect on the other party and (4) the receipt of an officer’s certificate from the other party confirming that the foregoing conditions (1)-(3) have been satisfied. The GRIID Agreement contains customary representations and warranties of CleanSpark and GRIID relating to their respective businesses, financial statements and public filings, in each case generally subject to customary materiality qualifiers. Additionally, the GRIID Agreement provides for customary pre-closing covenants for each party including, subject to certain exceptions, covenants to conduct their respective businesses in the ordinary course consistent with past practice and to refrain from taking certain actions without the other party’s consent. CleanSpark and GRIID also agreed to use their respective reasonable best efforts to cause the Merger to be consummated, subject to certain limitations set forth in the GRIID Agreement. CleanSpark and GRIID have agreed to file the registration statement on Form S-4 and the proxy statement for GRIID’s special meeting of stockholders no later than 60 days after the signing date of the GRIID Agreement. The GRIID Agreement provides that, during the period from the date of the GRIID Agreement until the Effective Time, GRIID will be subject to certain restrictions on its ability to solicit alternative competing proposals from third parties, to provide non-public information to third parties and to engage in discussions with third parties regarding alternative competing proposals, subject to customary exceptions. GRIID is required to call a special meeting of its stockholders to approve the GRIID Agreement and, subject to certain exceptions, to recommend that its stockholders approve the GRIID Agreement. The GRIID Agreement contains termination rights for each of the Company and GRIID, including, among others, (1) by mutual written consent of the Company and GRIID, (2) by either the Company or GRIID if the Merger has not been consummated on or before 5:00 p.m. Las Vegas, Nevada time, on March 31, 2025 (provided that such right will not be available to any party whose failure to fulfill any material covenant or agreement under the GRIID Agreement caused of or resulted in the failure of the Merger to occur on or before such date), and (3) if the stockholders of GRIID do not approve the GRIID Agreement at its special meeting of stockholders. Additionally, the GRIID Agreement permits GRIID, subject to compliance with certain requirements and payment of a termination fee (described below), to terminate the GRIID Agreement to enter into a definitive agreement for a superior alternative competing proposal to the Merger. Upon termination of the GRIID Agreement under specified circumstances, including, among others, the (1) termination by GRIID to enter into a definitive agreement for a superior alternative competing proposal to the Merger, (2) termination by the Company in the event of a change of recommendation by the GRIID board of directors or (3) termination by the Company because GRIID, its subsidiaries or any of its directors or officers materially breached their non-solicitation obligations, GRIID would be required to pay the Company a termination fee of $1,500. In addition, if the GRIID Agreement is terminated because of a failure of GRIID’s stockholders to approve the Merger, GRIID will be required to reimburse the Company for certain expenses incurred in connection with the Merger. In no event will the Company be entitled to receive more than one termination fee, net of any expense reimbursement. Concurrent with the GRIID Agreement, the Company and GRIID entered into a senior secured term loan credit agreement (the “GRIID Credit Agreement”) and a co-location mining service agreement (the "Hosting Agreement") on June 26, 2024. See Note 6 - Note Receivable from GRIID for more information on the Credit Agreement. Pursuant to the Hosting Agreement, GRIID will host and power certain CleanSpark bitcoin mining equipment at GRIID facilities for a fee defined in the Hosting Agreement. The Hosting Agreement has an initial service term of one year with seven additional renewal terms, each for six months. Wyoming Acquisition - Cheyenne, WY On May 8, 2024, CSRE Properties Wyoming, LLC, a Wyoming limited liability company and wholly-owned subsidiary of the Company (the "Wyoming Buyer") entered into a Purchase and Sale Agreement with MineOne Wyoming Data Center LLC (the "Seller"), pursuant to which the Wyoming Buyer agreed to purchase approximately seventeen (17) acres of real property located in Wyoming. On May 29, 2024, the Company entered into new purchase and sale agreements with the Seller, collectively amending and restating the original agreement dated May 8, 2024. The original transaction anticipated the purchase of approximately seventeen (17) acres of real property located in Wyoming, comprising two parcels, for a total purchase price of $18,750, allocated as $11,250 for Parcel 1 and $7,500 for Parcel 2, and a contingent payment of up to $13,750. Due to federal regulatory consent requirements relating to Parcel 1, the agreement was renegotiated and split into two agreements: the first agreement for Parcel 1, with a purchase price of $11,250, and the second agreement for Parcel 2, with a purchase price of $11,250, with no contingent payment requirements for either parcel. As of June 30, 2024, the acquisition was not yet completed and no assets have been acquired (see Note 18 - Subsequent Events). Completed Asset Acquisitions LN Energy LLC Acquisition - Georgia On June 17, 2024, CleanSpark, Inc., through its wholly-owned subsidiary, CSRE Properties Sandersville, LLC (the "LN Energy Buyer"), entered into six (6) definitive agreements to acquire bitcoin mining facilities located in Georgia from, respectively, LN Energy 1 LLC, LN Energy 3 LLC, LN Energy 4 LLC, LN Energy 5 LLC, LN Energy 6 LLC and LN Energy 7 LLC. The definitive agreements include the purchase of mining data centers, and the assumption of the underlying real property leases and one power agreement. The combined purchase price was $26,177, which includes $25,800 paid to the LN Energy Seller, $132 incurred for direct acquisition costs, and $245 in assumed lease liabilities. T he transaction is accounted for as an asset acquisition, whereby the total purchase price is allocated first to the fair value of the assets acquired and any excess purchase price is allocated to the acquired assets pro-rata. No goodwill is calculated in an asset acquisition. The allocation of the purchase price of the assets acquired are summarized below:
Purchase Price Allocation: ($ in thousands) |  | Allocation at Acquisition Date |
Building/Improvements |  | $ | 1,809 |
Infrastructure |  |  | 21,818 |
Right of use assets |  |  | 2,550 |
Total |  | $ | 26,177 |
Dalton 3 Acquisition - Dalton, GA On February 2, 2024, the Company, through its wholly-owned subsidiary CSRE Properties Dalton, LLC, entered into two purchase agreements with Makerstar Capital, Inc. and its wholly-owned subsidiary, Eyas Investment Group, respectively, for approximately two of real property (the “Dalton Property”) located in Dalton, Whitfield County, Georgia and all improvements, fixtures and personal property situated on the Dalton Property. The Dalton Property was in the early stages of construction and included a concrete foundation and in-process electrical infrastructure at the time of entry into the respective agreements. The combined purchase price (including direct acquisition costs of $132) for the real property and improvements, fixtures and personal property was approximatel y $3,569. The transaction was consummated in February 2024 and accounted for as an asset acquisition, whereby the total purchase price is allocated first to the fair value of the assets acquired and any excess purchase price is allocated to the acquired assets pro-rata. No goodwill is calculated in an asset acquisition. The allocation of the purchase price of the assets acquired is summarized below:
Purchase Price Allocation: ($ in thousands) |  | Allocation at Acquisition Date |
Land |  | $ | 327 |
Building/Improvements |  |  | 702 |
Infrastructure |  |  | 2,540 |
Total |  | $ | 3,569 |
In connection with the acquisition of the Dalton Property, the Company entered into a Construction Management Services Agreement dated February 1, 2024 with Makerstar Capital, Inc., pursuant to which the Company has engaged Makerstar Capital Inc. to manage the completion of the con struction of a data center facility on the Dalton Property for aggregate consideration of $3,435. The construction was substantially completed, and the facility began bitcoin mining operations on April 4, 2024. Mississippi Locations Acquisition - Meridian, Vicksburg and Wiggins, MS On February 26, 2024, the Company, through its wholly-owned subsidiary CSRE Properties Mississippi, LLC, closed on the Purchase and Sale Agreement entered into with Makerstar Capital, Inc. on February 5, 2024, pursuant to which the Company agreed to purch ase three bitcoin mining facilities in Mississippi for an aggregate purchase price (including direct acquisition costs of $148) of $19,771. The three facilities are located in Meridian, Vicksburg, and Wiggins, respectively. The transaction was accounted for as an asset acquisition, whereby the total purchase price is allocated first to the fair value of the assets acquired and any excess purchase price is allocated to the acquired assets pro-rata. No goodwill is calculated in an asset acquisition. The allocation of the purchase price of the assets acquired is summarized below:
Purchase Price Allocation: ($ in thousands) |  | Allocation at Acquisition Date |
Land |  | $ | 1,304 |
Building/Improvements |  |  | 7,525 |
Infrastructure |  |  | 10,942 |
Total |  | $ | 19,771 |
Dalton 1 & 2 Acquisition - Dalton, GA On June 21, 2023, the Company completed the acquisition of two bitcoin mining facilities in Dalton, GA for $9,389. Each of the facilities are located on separate one-acre sites, each of which are under land leases. The transaction was accounted for as an asset acquisition, whereby the total purchase price is allocated first to the fair value of the assets acquired and any excess purchase price is allocated to the acquired assets pro-rata. No goodwill is calculated in an asset acquisition. The allocation of the purchase price of the assets acquired is summarized below:
($ in thousands) |  | Allocation at Acquisition Date |
Land lease - right of use asset |  | $ | 266 |
Operating lease liability |  |  | (266 | )
Building |  |  | 1,328 |
Infrastructure |  |  | 8,061 |
Total purchase price |  | $ | 9,389 |
There have been no subsequent adjustments to the allocation of the purchase price after the preliminary allocation.

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of transactions that are recognized separately from the acquisition of assets and assumptions of liabilities in the business combination. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 + Details
Name: | us-gaap_BusinessCombinationSeparatelyRecognizedTransactionsTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration