CleanSpark Inc 2026年季度报告

☒Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period endedDecember 31, 2025Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from __________ to __________Commission File Number:001-39187 CleanSpark, Inc.(Exact name of Registrant as specified in its charter) 87-0449945 Nevada (State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 10624 S. Eastern Ave, Suite A - 638Henderson, Nevada 89052(Address of principal executive offices) (Zip code)(702) 989-7692(Registrant’s telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange 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 forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of January 29, 2026, there were 255,752,913 shares of the registrant's common stock, $0.001 par value per share, outstanding. TABLE OF CONTENTS Page PART I – FINANCIAL INFORMATION Item 1:Financial Statements5Item 2:Management’s Discussion and Analysis of Financial Condition and Results of Operations6Item 3:Quantitative and Qualitative Disclosures About Market Risk16Item 4:Controls and Procedures17 PART II – OTHER INFORMATION Item 1:Legal Proceedings18Item 1A:Risk Factors18Item 2:Unregistered Sales of Equity Securities and Use of Proceeds19Item 3:Defaults Upon Senior Securities19Item 4:Mine Safety Disclosures19Item 5:Other Information19Item 6:Exhibits20 FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities LitigationReform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-lookingstatements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical factscontained in this Quarterly Report on Form 10-Q may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,”“projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these termsor other similar expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are notlimited to, statements regarding our future results of operations and financial position, future hash rate capacity, industry andbusiness trends, equity compensation, business strategy, plans, market growth and objectives for future operations. The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-lookingstatements largely on our current expectations and projections about future events and financial trends that we believe may affectour business, financial condition and results of operations. Forward-looking statements involve known and unknown risks,uncertainties and other important factors that may cause our actual results, performance or achievements to be materially differentfrom any future results, performance or achievements expressed or implied by the forward-looking statements, including, but notlimited to: •high volatility in the value attributable to our business;•the rapidly changing regulatory and legal environment in which we operate, which may lead to unknown futurechallenges to operating our business or which ma