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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended
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Mar. 31, 2025
Accounting Policies [Abstract] |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC on December 3, 2024 (the “Form 10-K”). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented in this Quarterly Report on Form 10-Q have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full fiscal year. The accompanying unaudited condensed consolidated financial statements include the accounts of CleanSpark, Inc., and the Company’s wholly owned subsidiaries. All intercompany transactions have been eliminated upon consolidation of these entities. The Company has a sole reportable segment which is the bitcoin mining segment. There were no changes to the Company’s most significant estimates and assumptions, significant accounting policies, or recent accounting pronouncements that were disclosed in Note 2 - Summary of Significant Accounting Policies included in the Form 10-K other than as discussed below.
Reclassifications | Reclassifications Certain prior-year amounts have been reclassified to conform to the current-year presentation. This includes the grouping of certain balance sheet and statement of cash flow items into new or revised categories to improve clarity and consistency with current-year classifications.
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Codification (“ASC”) 350-60 which requires entities with certain crypto assets to subsequently measure such assets at fair value, with changes in fair value recorded in net income (loss) in each reporting period. Crypto assets that meet all the following criteria are within the scope of ASC 350-60: (1) meet the definition of intangible assets as defined in the Codification; (2) do not provide the asset holder with enforceable rights to or claims on underlying goods, services, or other assets; (3) are created or reside on a distributed ledger based on blockchain or similar technology; (4) are secured through cryptography; (5) are fungible; and (6) are not created or issued by the reporting entity or its related parties. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. Bitcoin, which is the sole crypto asset mined by the Company, meets each of these criteria. For all entities, the ASC 350-60 amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. Early adoption is permitted for both interim and annual consolidated financial statements that have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company has elected to early adopt the new guidance effective October 1, 2023, resulting in a $4,183 cumulative-effect change to adjust the Company's bitcoin held on October 1, 2023 with the corresponding entry to accumulated deficit as of October 1, 2023. The tax effect of the adjustment to record the adoption of ASU 2023-08 was to both decrease the deferred tax asset related to cumulative losses from the fair value adjustments of bitcoin held by the company and decrease the valuation allowance for gross deferred tax assets by the same amount as the adjustment to record the adoption of the ASU. In March 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-01, Scope Application of Profits Interest and Similar Awards (“ASU 2024-01”), which clarifies how an entity determines whether a profits interest or similar award is (1) within the scope of ASC 718 - Compensation - Stock Compensation or (2) not a share-based payment arrangement and therefore within the scope of other guidance. The guidance in ASU 2024-01 applies to all entities that issue profits interest awards as compensation to employees or nonemployees in exchange for goods or services. ASU 2024-01 is effective for public business entities for annual periods beginning after December 15, 2024, including interim periods within those periods. The Company evaluated and concluded that there is no impact this new guidance will have on its financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public business entities to provide additional disclosures in the notes to financial statements, disaggregating specific expense categories within relevant income statement captions. The prescribed categories include purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization related to oil-and-gas producing activities. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its financial statement disclosures. In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options: Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”), which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion or extinguishments of convertible debt. ASU 2024-04 is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of the standard on its consolidated financial statements and related disclosures. In March 2025, the FASB issued ASU 2025-02, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122 ("ASU 2025-02") which amends Topic 405 (Liabilities) to address obligations related to safeguarding crypto assets for platform users. Under the new guidance, entities are required to recognize a liability for safeguarding obligations measured at the fair value of the crypto assets held. Concurrently, an indemnification-like asset must be recognized at the same fair value to reflect the entity's expected recovery mechanisms for safeguarding obligations. ASU 2025-02 is effective for annual reporting periods beginning after December 15, 2024, with retrospective application required. Earlier adoption is permitted. The Company has evaluated the applicability of this amendment to its business operations. As the Company operates as a bitcoin mining entity and does not provide custodial services or safeguard crypto assets for others, this new guidance does not directly impact its financial statements.
Bitcoin | Bitcoin During period ending March 31, 2025, the Company made a strategic decision to change its bitcoin treasury policy and determined that a portion of its bitcoin holdings would be held long-term. As a result, the Company began to classify a certain portion of bitcoin as noncurrent. Bitcoin holdings are presented on the condensed consolidated balance sheets within both current assets as Bitcoin - current and noncurrent assets as Bitcoin - noncurrent, respectively. The current portion includes bitcoin retained from mining operations that may be sold periodically in a highly liquid marketplace, and such bitcoin holdings are expected to be realized in cash or sold or consumed during the Company's normal operating cycle, or posted as collateral. The noncurrent portion represents bitcoin that the Company intends to hold for the long-term as part of its strategic reserve and is not expected to be sold or oth erwise monetized within the normal operating cycle.
Stock Warrants | Stock Warrants The Company accounts for stock warrants as either equity instruments or liabilities in accordance with FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and/or derivative liabilities in accordance with FASB ASC 815, Derivatives and Hedging (“ASC 815”), depending on the specific terms of the agreement. Liability-classified warrants are recorded at their estimated fair values at each reporting period until they are exercised, terminated, reclassified or otherwise settled. Changes in the estimated fair value of liability-classified warrants are included in Loss on derivative securities under other income in the Company’s condensed consolidated statement of operations.
Convertible Debt | Convertible Debt The Company accounts for its convertible senior notes under FASB ASC 470-20, Debt with Conversion and Other Options and FASB ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity and/or ASC 815, depending on the specific terms of the debt agreement. The Company records the convertible senior notes as a long-term liability at face value net of debt issuance costs. If any of the conditions to the convertibility of the convertible senior notes are satisfied, or the convertible senior notes become due within one year, then the Company may be required under applicable accounting standards to reclassify the carrying value of the convertible senior notes as a current, rather than a long-term liability. Debt issuance costs related to the convertible senior notes were capitalized and recorded as a contra-liability and are presented net against the balance of the convertible senior notes on the condensed consolidated balance sheets. Debt issuance costs consist of underwriting, legal and other direct costs related to the issuance of the convertible senior notes and are amortized to interest expense over the term of the convertible senior notes using the straight-line method which approximated the effective interest method.
Capped Call | Capped Call Capped call transactions cover the aggregate number of shares of the Company’s common stock that will initially underlie the convertible senior notes. The Company accounts for capped calls as either equity instruments or liabilities in accordance with ASC 480 and/or derivative liabilities in accordance ASC 815, depending on the specific terms of the agreement. As of March 31, 2025, the company has only entered into equity-classified capped calls which are not remeasured each reporting period and are recorded as a reduction to additional paid-in-capital within shareholders’ equity when purchased.
Stock Compensation | Stock Compensation The Company measures the cost of employee and non-employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Stock-based compensation expense for stock options is recognized on a straight-line basis over the requisite service period. The Company established the 2025 Long Term Incentive Plan in October 2024 (see Note 13 - Stock-Based Compensation). In accordance with ASC 718, Compensation - Stock Compensation, no stock-based compensation expense has been recognized for awards under the 2025 Long Term Incentive Plan because a mutual understanding of the awards’ key terms and conditions ha s not been determined and communicated to the grantees.
Earnings per share | Earnings per share Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share reflects the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net income per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. Common stock issuable upon the exercises of outstanding stock options, vesting of restricted stock and warrants are computed using the treasury method. Potential shares of common stock issuable upon conversion of the convertible notes and Series A preferred stock are computed using the if-converted method. Provided below is the income per share calculation for the three and six months ended March 31, 2025 and 2024:
|  | For the Three Months Ended March 31, |  |  | For the Six Months Ended March 31, |
($ in thousands, except share and per share amounts) |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Numerator |  |  |  |  |  |  |  |  |  |  |  |
Net (loss) income attributable to common shareholders - Basic |  | $ | (138,792 | ) |  | $ | 123,893 |  |  | $ | 102,858 |  |  | $ | 149,223 |
Non-cash interest expense on convertible notes |  |  | — |  |  |  | — |  |  |  | 818 |  |  |  | — |
Net (loss) income attributable to common shareholders - Dilutive |  |  | (138,792 | ) |  |  | 123,893 |  |  |  | 103,676 |  |  |  | 149,223 |
Denominator |  |  |  |  |  |  |  |  |  |  |  |
Weighted-average common shares outstanding - Basic |  |  | 280,853,882 |  |  |  | 209,287,089 |  |  |  | 282,722,198 |  |  |  | 193,964,904 |
Dilutive impact of stock options and other share-based awards |  |  | — |  |  |  | 2,811,979 |  |  |  | 511,028 |  |  |  | 2,938,690 |
Dilutive impact of convertible notes |  |  | — |  |  |  | — |  |  |  | 25,103,310 |  |  |  | — |
Weighted-average common shares outstanding - Dilutive |  |  | 280,853,882 |  |  |  | 212,099,068 |  |  |  | 308,336,536 |  |  |  | 196,903,594 |
(Loss) income per common share attributable to common shareholders |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | (0.49 | ) |  | $ | 0.59 |  |  | $ | 0.36 |  |  | $ | 0.77 |
Diluted |  | $ | (0.49 | ) |  | $ | 0.58 |  |  | $ | 0.34 |  |  | $ | 0.76 |
The un-weighted securities excluded from the computation of diluted earning per share because to so would have been anti-dilutive are as follows:
|  | For the Three Months Ended March 31, |  |  | For the Six Months Ended March 31, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
2030 Convertible Note |  |  | 43,930,770 |  |  |  | - |  |  |  | - |  |  |  | - |
Series A preferred stock conversion |  |  | 5,250,000 |  |  |  | 5,250,000 |  |  |  | 5,250,000 |  |  |  | 5,250,000 |
Anti-dilutive stock options |  |  | 2,403,954 |  |  |  | 1,035,179 |  |  |  | 1,805,151 |  |  |  | 1,035,179 |
Anti-dilutive restricted stock awards |  |  | 1,780,149 |  |  |  | - |  |  |  | - |  |  |  | - |
Anti-dilutive warrants |  |  | 1,604,559 |  |  |  | - |  |  |  | 1,596,999 |  |  |  | - |
Total anti-dilutive securities |  |  | 54,969,432 |  |  |  | 6,285,179 |  |  |  | 8,652,150 |  |  |  | 6,285,179 |
Fair Value Measurement of Financial Instruments, Derivative Assets and Contingent Consideration | Fair Value Measurement of Financial Instruments, Derivative Assets and Contingent Consideration Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of input, of which the first two are considered observable and the last unobservable:
Level 1 | Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.
Level 2 | Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available pricing sources for comparable instruments.
Level 3 | Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. Due to the use of significant unobservable inputs, a change in those inputs to a different amount might result in a significantly higher or lower fair value measurement.
The carrying value of cash, accounts payable, accrued expenses and short-term portion of loan payable are Level 1 and approximate their fair values because of the short-term nature of the instruments. The carrying amount of the Company's long-term interest bearing portion of loan payable is also stated at fair value since the stated rate of interest approximates market rates available to the Company for a similar duration. Given that the debt was issued Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of warrants (see Note 12 - Stock Warrants) was determined based on Black Scholes option-pricing model using Level 2 inputs. The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2025 and September 30, 2024:
March 31, 2025 |  |  |  |  |  |  |  |  |  |  |  |
($ in thousands) |  | Amount |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Assets: |  |  |  |  |  |  |  |  |  |  |  |
Cash equivalents(1) |  | $ | 96,410 |  |  | $ | 96,410 |  |  | $ | — |  |  | $ | — |
Bitcoin |  |  | 979,635 |  |  |  | 979,635 |  |  |  | — |  |  |  | — |
ILAL derivative asset |  |  | 71 |  |  |  | — |  |  |  | — |  |  |  | 71 |
Investment in debt security |  |  | 3,896 |  |  |  | — |  |  |  | — |  |  |  | 3,896 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Interest rate swap derivative |  |  | 23 |  |  |  | — |  |  |  | 23 |  |  |  | — |
Warrant liabilities |  |  | 128 |  |  |  | — |  |  |  | 128 |  |  |  | — |
September 30, 2024 |  |  |  |  |  |  |  |  |  |  |  |
($ in thousands) |  | Amount |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Assets: |  |  |  |  |  |  |  |  |  |  |  |
Cash equivalents(1) |  | $ | 120,638 |  |  | $ | 120,638 |  |  | $ | — |  |  | $ | — |
Receivable from bitcoin collateral(2) |  |  | 77,827 |  |  |  | — |  |  |  | 77,827 |  |  |  | — |
Bitcoin |  |  | 431,661 |  |  |  | 431,661 |  |  |  | — |  |  |  | — |
ILAL derivative asset |  |  | 1,832 |  |  |  | — |  |  |  | — |  |  |  | 1,832 |
Investment in debt security |  |  | 918 |  |  |  | — |  |  |  | — |  |  |  | 918 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Interest rate swap derivative |  |  | 100 |  |  |  | — |  |  |  | 100 |  |  |  | — |
(1) Represents money market funds. (2) See Note 9 - Loans for more information. There were no transfers between Level 1, 2 or 3 during the six months ended March 31, 2025. The activities of the financial instruments that were measured and recorded at fair value on the Company's balance sheets on a recurring basis during the six months ended March 31, 2025 and year ended September 30, 2024 are described in Note 6 - Investments and Derivatives.

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