CleanSpark (NASDAQ: CLSK) adds $100M crypto-backed revolver for growth

Rhea-AI Filing Summary

CleanSpark, Inc. entered into a new Master Loan Agreement with Two Prime Lending Limited, creating a revolving credit facility of up to $100 million. The company expects to use this financing to support Bitcoin mining hashrate deployment, invest in high-performance computing capabilities, and fund its Digital Asset Management strategies.

Borrowings under the facility will bear interest at the Term SOFR Rate plus 3.55% and the arrangement matures on September 14, 2026. CleanSpark may prepay and reborrow amounts at any time before maturity without penalty. The loan is secured solely by digital assets, including Bitcoin and other agreed digital currencies, and Two Prime’s recourse is limited to this collateral. The agreement includes ongoing collateral maintenance requirements, with the lender able to liquidate pledged collateral if collateral value falls below required thresholds and the company does not cure the shortfall.

Insights

Credit and capital structure analyst

CleanSpark adds a $100M secured revolver backed by digital assets.

CleanSpark has arranged a revolving credit facility of up to $100 million with Two Prime Lending Limited, bearing interest at Term SOFR plus 3.55%. The stated purpose is to fund Bitcoin mining hashrate growth, high-performance computing, and Digital Asset Management initiatives, giving the company an additional source of flexible capital for its digital infrastructure plans.

The facility matures on September 14, 2026 and allows prepayments and reborrowing without penalty, which can help align borrowing with project timing. However, the borrowing base is secured exclusively by digital assets such as Bitcoin, and the lender’s recourse is limited to that collateral, tying the credit capacity directly to market valuations of those assets.

Collateral maintenance covenants require CleanSpark to post more collateral or repay part of the loan if collateral value drops below specified thresholds. If it fails to do so, events of default permit Two Prime to liquidate pledged collateral. This structure links the company’s leverage and liquidity to digital asset price volatility, so future disclosures around borrowing levels and collateral coverage will shape how this facility affects risk and flexibility.

8-K Event Classification

4 items: 1.01, 2.03, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 19, 2025

CleanSpark, Inc.

(Exact name of Registrant as Specified in Its Charter)

Nevada			001-39187	87-0449945
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
10624 S. Eastern Ave. Suite A - 638
Henderson, Nevada				89052
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 989-7692

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		CLSK		The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for 0.069593885 shares of common stock at an exercise price of $165.24 per whole share		CLSKW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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 or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Effective September 19, 2025, the Company entered into a Master Loan Agreement (the “Two Prime Master Loan Agreement”) with Two Prime Lending Limited (“Two Prime”), as lender. The funds made available pursuant to the Two Prime Master Loan Agreement are expected to be used to support Bitcoin mining hashrate deployment, invest in high-performance computing (HPC) capabilities, and fund the Company’s evolving Digital Asset Management strategies.

General Nature of the Facility

The Two Prime Master Loan Agreement provides for a revolving credit facility of up to $100 million.

Interest Rate

Amounts borrowed under the Two Prime Master Loan Agreement will bear interest at a rate equal to the Term SOFR Rate (as defined in the Two Prime Master Loan Agreement) plus 3.55%.

Maturity

The facility will mature on September 14, 2026 (the “Maturity Date”). The Company may prepay any outstanding amounts borrowed, in whole or in part, without premium or penalty, at any time prior to the Maturity Date. Amounts prepaid may be reborrowed, in whole or in part, at any time prior to the Maturity Date.

Security for the Borrowings

The Company’s obligations under the Two Prime Master Loan Agreement are secured by the Company’s interest in digital assets, which may include Bitcoin or any digital currency that the Company and Two Prime agree upon (the “Collateral”) and Two Prime’s recourse under the Two Prime Master Loan Agreement is limited to the Collateral.

Financial Covenants

The Company must satisfy ongoing collateral maintenance requirements. If the value of posted collateral falls below the specified margin threshold, the Company must promptly post additional collateral or repay a portion of the loan. Failure to maintain sufficient collateral can result in an event of default and remedies available to Two Prime, including the right to liquidate pledged collateral.

The Two Prime Master Loan Agreement contains representations and warranties and affirmative and negative covenants customary for financings of this type, as well as customary events of default.

The foregoing description of the Two Prime Master Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Two Prime Master Loan Agreement, filed as Exhibit 10.2 to this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On September 25, 2025, the Company announced its entry into the Two Prime Master Loan Agreement. A copy of the press release is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Act, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1†	Two Prime Master Loan Agreement, dated September 19, 2025.
99.1	Press Release, dated September 25, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Portions of this exhibit have been redacted in compliance with Item 601(a)(6) of Regulation S-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CLEANSPARK, INC.
Date:	September 25, 2025	By:	/s/ Leighton R. Koehler
			Leighton R. Koehler, General Counsel

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FAQ

What new financing did CleanSpark (CLSK) secure in this 8-K?

CleanSpark entered into a Master Loan Agreement with Two Prime Lending Limited that provides a revolving credit facility of up to $100 million. The company expects to use the facility to support Bitcoin mining hashrate deployment, invest in high-performance computing capabilities, and fund its Digital Asset Management strategies.

What are the key terms of CleanSparks $100 million credit facility?

Amounts borrowed under the facility bear interest at the Term SOFR Rate plus 3.55% and the facility matures on September 14, 2026. CleanSpark may prepay any outstanding amounts, in whole or in part, at any time before maturity without premium or penalty, and amounts prepaid may be reborrowed before the maturity date.

How is CleanSparks new loan with Two Prime secured?

CleanSparks obligations are secured by its interest in digital assets, which may include Bitcoin or any digital currency agreed upon with Two Prime. Two Primes recourse is limited to this collateral, meaning enforcement rights focus on the pledged digital assets rather than other company assets.

What collateral maintenance requirements does CleanSpark face under the Two Prime Master Loan Agreement?

CleanSpark must satisfy ongoing collateral maintenance requirements. If the value of posted collateral falls below a specified margin threshold, the company must promptly post additional collateral or repay part of the loan. Failure to maintain sufficient collateral can lead to an event of default and allow Two Prime to exercise remedies, including liquidating pledged collateral.

When does CleanSparks new credit facility with Two Prime mature?

The revolving credit facility established under the Two Prime Master Loan Agreement has a stated maturity date of September 14, 2026. Until that date, CleanSpark can borrow, prepay, and reborrow amounts in accordance with the agreements terms.

How did CleanSpark announce its agreement with Two Prime?

On September 25, 2025, CleanSpark announced its entry into the Two Prime Master Loan Agreement through a press release. A copy of this press release is furnished as Exhibit 99.1 to the report, and the agreement itself is filed as Exhibit 10.1, with certain portions redacted under Regulation S-K.