Cleanspark, Inc.

CleanSpark, Inc. (the “Company”) is unable to timely file, without unreasonable effort and expense, its Form 10-K for its fiscal year ended September 30, 2024 (the “Annual Report”). The Company required additional time to finalize the financial statements and other disclosures in the Annual Report, in large part as a result of delays in completing its annual financial reporting

Due to technical difficulties encountered while submitting its Quarterly Report on Form 10-Q for the three months ended June 30, 2022 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”) through third-party filing software, the registrant’s submission of the Form 10-Q was not accepted by the SEC by 5:30 p.m. Eastern Time on August 9, 2022. The Form 10-Q will be filed immediately following the filing of this Form 12b-25

The Registrant has determined that it is unable to file its Annual Report on Form 10-K for the year ended September 30, 2021 (the “Annual Report”) within the prescribed time period without unreasonable effort or expense for those reasons set forth below. CleanSpark, Inc. (the “Company”) became a large accelerated filer for the first time and, as a result, the Company has a shortened filing deadline of 60 days rather than 90 days to file its Annual Report and is now (for the first time) subject to the requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (“SOX Act”). In addition, as disclosed in those Current Reports on Form 8-K filed by the Company with the Securities and Exchange Commission on December 10, 2020 (as amended on February 24, 2021) and February 24, 2021, respectively, the Company acquired 100% of the ownership interests in ATL Data Centers LLC, a Georgia limited liability company, and Solar Watt Solutions, Inc., a California corporation, the financial information for both of which will be reflected in the Company’s consolidated audited financial statements for the first time since such acquisitions. For the foregoing reasons, the Company requires additional time to complete the procedures relating to its year-end reporting process, including the completion of the Company’s financial statements, finalizing those disclosures required by Section 404(b) of the SOX Act, and procedures relating to management’s assessment of the effectiveness of internal controls, and the Company is therefore unable to file the Annual Report by November 29, 2021, the prescribed filing due date. The Company is working diligently to complete the necessary work. The Company expects to file the Annual Report within the extension period provided under Rule 12b-25 under the Securities Exchange Act of 1934, as amended