CleanSpark Inc 2025年度报告

ForthefiscalyearendedSeptember30,2025☐TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 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 thepast 90 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-2of the Exchange Act. ☐AcceleratedFiler☐Smallerreportingcompany☐Emerginggrowthcompany ☒LargeacceleratedFiler 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 orrevised financial 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 filingreflect the 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 31, 2025 (the last business day of the registrant's most recently completedsecond fiscal quarter), was approximately $1,967,000,000 based on the per share closing price as of March 31, 2025 quoted on the Nasdaq Capital Market for theregistrant’s common stock, which was $6.72. As of November 19, 2025, there were 255,583,445 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 U.S. Securitiesand Exchange 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, 2025 Page PARTI Item1.Business5Item1A.RiskFactors13Item1B.UnresolvedStaffComments44Item1C.Cybersecurity44Item2.Properties45Item3.LegalProceedings45Item4.MineSafetyDisclosures45 PARTII Item5.MarketforRegistrant’sCommonEquity,RelatedStockholderMattersandIssuerPurchasesofEquitySecurities46Item6.[Reserved]47Item7.Management’sDiscussionandAnalysisofFinancialConditionandResultsofOperations48Item7A.QuantitativeandQualitativeDisclosuresAboutMarketRisk65Item8.FinancialStatementsandSupplementaryData66Item9.ChangesInandDisagreementswithAccountantsonAccountingandFinancialDisclosure63Item9A.ControlsandProcedures63Item9B.OtherInformation66Item9C.DisclosureRegardingForeignJurisdictionsThatPreventInspections66 PARTIII Item10.Directors,ExecutiveOfficersandCorporateGovernance67Item11.ExecutiveCompensation67Item12.SecurityOwnership of Certain Beneficial Owners and Management and RelatedStockholderMatters67Item13.CertainRelationshipsandRelatedTransactions,andDirectorIndependence67Item14.PrincipalAccountantFeesandServices67 PARTIV Item15.ExhibitandFinancialStatementSchedules68 FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains certain statements that are, or may be deemed to be, forward-lookingstatements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), andSection 21E of the Securities Exchange Act of 1934, as amended (the “Exchang