CleanSpark Prices $2.276 Billion in Senior Secured Notes

CleanSpark, Inc. (Nasdaq: CLSK), one of the largest publicly traded U.S. bitcoin miners, priced a $2.276 billion offering of 7.875% senior secured notes due 2031 on September 18, 2026, according to a press release filed with the U.S. Securities and Exchange Commission. The notes are being issued by the company’s wholly owned subsidiary CSDC Finance I, LLC and sold at 98.500% of their principal amount in a private placement to qualified institutional buyers and non-U.S. investors, with the transaction expected to close on September 25, 2026.

Funding the Sandersville Facility

CleanSpark said the net proceeds will finance the remaining cost of building out its Sandersville Facility data center in Georgia, reimburse the company for prior equity contributions made toward the project, and fund debt service reserves. Because the offering is structured under Rule 144A and Regulation S, the notes are not registered with U.S. securities regulators and are limited to institutional and offshore buyers rather than retail investors. CleanSpark cautioned that the offering is subject to market and other conditions, with no assurance it will close on the current terms.

How the Notes Are Secured

The notes are fully and unconditionally guaranteed by CSRE Properties Sandersville, LLC, another CleanSpark subsidiary, and carry first-priority liens on substantially all of the issuer’s assets and those of CSRE Properties, along with the equity interests in the issuer held by its direct parent, CSDC Holdings I, LLC. CleanSpark also committed to a completion guarantee, under which it will fund the issuer if the note proceeds fall short of what is needed to finish the facility on time.