CleanSpark Comments on Trading Halt Related to Clerical Warrant Conversion Error

Rhea-AI Summary

CleanSpark (CLSK) addressed a Nasdaq trading halt related to a clerical error in warrant conversion calculations following the GRIID Infrastructure acquisition on October 30, 2024. The issue concerns the calculation of outstanding warrants (CLSKW) and their underlying shares. The company emphasizes that the halt is not related to its business operations, SEC filings, or financial statements.

The 13,800,000 warrants should represent rights to purchase 960,395 shares of CleanSpark common stock at $165.24 per share, reflecting a merger exchange ratio of 0.069593885. The company is working with Nasdaq to resolve the issue and resume trading.

Positive

• No impact on company's core business operations or financial statements
• Company promptly identified and reported the error to Nasdaq

Negative

• Trading halt on both common stock and warrants
• Clerical error in warrant conversion documentation submitted to Nasdaq

Insights

Financial Analyst

This clerical error regarding warrant calculations, while causing a temporary trading halt, has no material impact on CleanSpark's fundamental business operations or financial statements. The issue stems from the recent GRIID acquisition where 13.8 million warrants should correctly represent the right to purchase 960,395 shares at $165.24 per share after applying the merger exchange ratio of 6.9593885%.

The trading halt is purely administrative and should be resolved once the documentation is corrected. The high exercise price of the warrants at $165.24 compared to current trading levels means they have minimal immediate dilution risk. This type of clerical error, while causing short-term trading disruption, typically has no lasting impact on company value or investor positions.

No Change to Company's Business, Operations or Financial Statements

LAS VEGAS, Nov. 8, 2024 /PRNewswire/ -- CleanSpark, Inc. (Nasdaq: CLSK), America's Bitcoin Miner® (the "Company"), today addressed the trading halt imposed by Nasdaq following an issue relating to the calculation of the number of outstanding warrants (Nasdaq: CLSKW) (the "Warrants") and the number of shares underlying those Warrants. The trading halt is not the result of any issue associated with CleanSpark's business, operations, filings with the SEC, financial statements or securities. 

The Warrants were originally issued by GRIID Infrastructure, Inc. ("GRIID") and converted into CleanSpark warrants in connection with the Company's acquisition of GRIID on October 30, 2024. In connection with the consummation of the acquisition of GRIID, and pursuant to the terms of the merger agreement, the Warrants were to be adjusted to reflect the merger exchange ratio of 0.069593885 of a share of the Company's common stock for each share of GRIID common stock. As a result, the outstanding 13,800,000 Warrants are to represent the right to purchase an aggregate of 960,395 shares of the Company's common stock at an exercise price of $165.24 for each full share. However, the exchange ratio was erroneously applied to the Warrants in certain documentation, including the listing application filed with Nasdaq.

The Company contacted representatives of Nasdaq promptly upon becoming aware of this issue and is working diligently to resolve this issue and allow trading of its common stock and Warrants to resume.

About CleanSpark
CleanSpark (Nasdaq: CLSK) is America's Bitcoin Miner®. We own and operate multiple data centers that primarily run on low-carbon power. Our infrastructure responsibly supports Bitcoin, the world's most important digital commodity and an essential tool for financial independence and inclusion. We cultivate trust and transparency among our employees and the communities we operate in. Visit our website at www.cleanspark.com.

Forward-Looking Statements
This press release includes "forward-looking statements" as defined under the federal securities laws. All statements other than statements of historical fact included in this press release, including, among other things, statements regarding the Warrants and the business combination transaction between CleanSpark and GRIID, future events, plans and anticipated results of operations, business strategies, the anticipated benefits of the transaction, the anticipated impact of the transaction on CleanSpark's business and future financial and operating results, the expected amount and timing of synergies from the transaction and other aspects of CleanSpark's operations or operating results are forward-looking statements. Words and phrases such as "ambition," "anticipate," "estimate," "believe," "budget," "continue," "could," "intend," "may," "plan," "potential," "predict," "seek," "should," "will," "would," "expect," "objective," "projection," "forecast," "goal," "guidance," "outlook," "effort," "target" and other similar words can be used to identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Where, in any forward-looking statement, CleanSpark expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future performance and involve certain risks, uncertainties and other factors beyond CleanSpark's control. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in the forward-looking statements.

The following important factors and uncertainties, among others, could cause actual results or events to differ materially from those described in forward-looking statements: CleanSpark's ability to quickly resolve the Warrant calculation issue and enable trading its securities on Nasdaq to be resumed; CleanSpark's ability to successfully integrate GRIID's businesses and technologies, which may result in the combined company not operating as effectively and efficiently as expected; the risk that the expected benefits and synergies of the transaction may not be fully achieved in a timely manner, or at all; the risk of potential litigation relating to the transaction that could be instituted against CleanSpark or its directors; the risk that CleanSpark will be unable to retain and hire key personnel; unanticipated difficulties, liabilities or expenditures relating to the transaction; the effect of the transaction on CleanSpark's common stock price and uncertainty as to the long-term value of CleanSpark common stock; risks that the transaction disrupts current plans and operations of CleanSpark and its management team and potential difficulties in hiring or retaining employees as a result of the transaction; reliance on a limited number of key employees; the availability of financing opportunities and risks associated with economic conditions; dependency on continued growth in blockchain and bitcoin usage; anticipated additions to CleanSpark's hashrate and the timing thereof; the risk that the electrical power available to CleanSpark's facilities does not increase as expected; the success of CleanSpark's digital currency mining activities; the volatile and unpredictable cycles in the emerging and evolving industries in which CleanSpark operate; increasing difficulty rates for bitcoin mining; bitcoin halving; changes in network and infrastructure; new or additional governmental regulation; the anticipated delivery dates of new miners; the ability to successfully deploy new miners; the dependency on utility rate structures and government incentive programs; dependency on third-party power providers for expansion efforts; the expectations of future revenue growth and ability to execute on business strategy; CleanSpark's ability to remediate the material weakness identified in the internal control over financial reporting included in its Annual Report on Form 10-K for the fiscal year ended September 30, 2023; global and regional changes in the demand for the services of CleanSpark, including the conflicts in Ukraine and the Middle East, and the global response to such conflict, security threats on facilities and infrastructure; insufficient liquidity; unexpected cost increases, inflationary pressures or technical difficulties in constructing, maintaining or modifying company facilities; legislative and regulatory initiatives addressing global climate change or other environmental concerns; public health crises, including pandemics (such as COVID-19) and epidemics and any impacts or related company or government policies or actions; international monetary conditions and exchange rate fluctuations; CleanSpark's ability to complete any other announced or any other future dispositions or acquisitions on time, if at all; security and cybersecurity threats and hacks; dependency on third parties to maintain cold and hot wallets that hold CleanSpark's bitcoin; the expectations of future revenue growth and ability to execute on CleanSpark's business strategy; and other economic, business, competitive and/or regulatory factors affecting CleanSpark's business generally as set forth in its filings with the SEC. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to CleanSpark's periodic reports and other filings with the SEC, including the risk factors contained in CleanSpark's most recent Quarterly Reports on Form 10-Q and Annual Report on Form 10-K for the fiscal year ended September 30, 2023, and any subsequent filings with the SEC. Forward-looking statements represent current expectations and are inherently uncertain and are made only as of the date hereof (or, if applicable, the dates indicated in such statement). Forward-looking statements contained herein are made only as to the date of this press release, and CleanSpark assumes no obligation to update or revise any forward-looking statements as a result of any new information, changed circumstances or future events or otherwise, except as required by applicable law.

Investor Relations Contact
Brittany Moore
702-989-7693
ir@cleanspark.com  

Media Contact
Eleni Stylianou
702-989-7694
pr@cleanspark.com

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SOURCE CleanSpark, Inc.

FAQ

Why was CLSK trading halted on November 8, 2024?

CLSK trading was halted due to a clerical error in the calculation of outstanding warrants and underlying shares following the GRIID Infrastructure acquisition.

How many shares can CLSK warrants (CLSKW) purchase after the GRIID merger?

The 13,800,000 warrants can purchase an aggregate of 960,395 shares of CleanSpark common stock at an exercise price of $165.24 per share.

What is the warrant exchange ratio for CLSK's GRIID acquisition?

The warrant exchange ratio is 0.069593885 of a CleanSpark common stock share for each GRIID common stock share.