CleanSpark Inc美股招股说明书(2025-10-29版)

1,788,834 Shares of Common Stock This prospectus supplement relates to the proposed resale from time to time of up to 1,788,834 shares of our common stock, par value $0.001 pershare, by the selling stockholder identified herein. These shares of common stock may be offered and sold by the selling stockholder named in thisprospectus supplement from time to time in accordance with the provisions set forth under “Plan of Distribution.” The selling stockholder may offer and sell the shares of common stock offered by this prospectus supplement from time to time on any exchangeorover-the-countermarket on which the shares of common stock are listed or traded. They may also offer and sell the shares of common stock in privatesales or through one or more underwriters, dealers or agents, or through a combination of these methods. The selling stockholder may sell the shares ofcommon stock at prevailing market prices, at prices related to such market prices or at prices negotiated with buyers. The selling stockholder will beresponsible for any commissions due to brokers, dealers or agents. We will bear all costs, expenses and fees in connection with the registration of theshares of common stock. We will not receive any of the proceeds from the sale by the selling stockholder of the shares of common stock offered by thisprospectus supplement. We are registering these 1,788,834 shares of our common stock for sale by the selling stockholder named herein pursuant to that certainRegistration Rights Agreement (the “Registration Rights Agreement”), dated as of October 27, 2025, by and among the Company, Project Tiger HoldCo,LLC (“HoldCo”), a Delaware limited liability company (which is the selling securityholder identified herein), and each other selling securityholder fromtime to time signatory thereto, and the Equity Purchase Agreement (the “Purchase Agreement”), dated as of October 27, 2025, by and among HoldCo,the Company and the other parties thereto. Our common stock is listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “CLSK.” On October 28, 2025, the last reported saleprice of our common stock on Nasdaq was $19.15 per share. Our principal executive offices are located at 10624 S. Eastern Ave., Suite A - 638, Henderson, Nevada 89052, and our telephone number is (702)989-7692.Our website is located at www.cleanspark.com. Investing in our common stock involves a high degree of risk. Before deciding whether to invest in our commonstock, please read “Risk Factors” beginning onpageS-4of this prospectus supplement, in the accompanying prospectusand in the documents incorporated by reference in this prospectus supplement that we file with the Securities andExchange Commission. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus supplement or the prospectus to which it relates. Any representation to the contrary isa criminal offense. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSTHE COMPANYRISK FACTORSUSE OF PROCEEDSSELLING STOCKHOLDERPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF INFORMATION BY REFERENCE Prospectus dated January5, 2024 ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCETHE COMPANYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF SUBSCRIPTION RIGHTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of an automatic shelf registration statement on FormS-3that we filed withthe Securities and Exchange Commission (the “SEC”), as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, asamended, or the Securities Act, using a “shelf” registration process. This document is in two parts. This part is the prospectus supplement, whichdescribes the specific terms of this offering and also supplements and updates information contained or incorporated by reference in the accompanyingprospectus. The other part is the accompanying prospectus, which provides you with a general description of our securities that may be offered fromtime to time, some of which does not apply to this offering. Generally, when we refer only to the prospectus, we are referring to the combined documentconsisting of this prospectus supplement and the accompanying prospectus, and, when we refer to the accompanying prospectus, we are referring to thebase prospectus. If there is any inconsistency or conflict between the information contained in this prospectus supplement and the information containedin the accompanying prospectus or any document incorporated by reference therein fil