CLSK CleanSpark Inc

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-281313

Dear Stockholders of GRIID Infrastructure Inc.:

On June 26, 2024, GRIID Infrastructure Inc. (“GRIID”), CleanSpark, Inc. (“CleanSpark”) and Tron Merger Sub, Inc., a direct, wholly owned subsidiary of CleanSpark (“Merger Sub”), entered into a merger agreement under which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into GRIID, with GRIID surviving as a direct, wholly owned subsidiary of CleanSpark (the “merger”). If the merger is completed, GRIID stockholders will receive, in exchange for each share of GRIID common stock held immediately prior to the merger (other than certain excluded shares), that number of shares of CleanSpark common stock equal to the quotient obtained by dividing the aggregate merger consideration by the total number of shares of GRIID common stock issued and outstanding as of the closing date of the merger. The term “aggregate merger consideration” means the quotient obtained by dividing (x) the sum of (i) $155,000,000 minus (ii) the amount of GRIID’s outstanding liabilities as of the closing date of the merger (net of cash on hand), including all indebtedness (as defined in the merger agreement), plus up to $5 million in severance obligations that would be due and payable upon termination of certain employees identified by CleanSpark prior to the closing date, by (y) $16.587 (which is the volume-weighted average price of CleanSpark common stock for the two consecutive trading days prior to the date of the merger agreement). For purposes of calculating the aggregate merger consideration, GRIID and CleanSpark have agreed that no more than $4,250,000 of the delayed draw term loan facility provided by CleanSpark to GRIID on August 2, 2024 may be included as GRIID’s outstanding liabilities as of the closing date.

The value of the merger consideration to be received in exchange for each share of GRIID common stock will fluctuate based on GRIID’s outstanding liabilities and cash on hand as of the closing of the merger plus up to $5 million in severance obligations. The common stock of GRIID is listed on The Nasdaq Global Market and Cboe Canada under the ticker symbol “GRDI”, and the public warrants of GRIID are listed on The Nasdaq Global Market under the ticker symbol “GRDIW”. The common stock of CleanSpark is listed on The Nasdaq Capital Market under the symbol “CLSK”. As a result of the merger, based on an estimated exchange ratio of approximately 0.071, which assumes that as of closing of the merger (i) there are 72,340,476 shares of GRIID common stock outstanding, (ii) GRIID having $68,485,430 in estimated outstanding liabilities due and payable, (iii) GRIID having $3,786,779 in estimated cash on hand and (iv) there will be $5 million in severance obligations that will be due and payable, it is estimated that current CleanSpark stockholders will own approximately 98% of the shares of outstanding common stock of CleanSpark following the merger, and current GRIID stockholders will own approximately 2% of the common stock outstanding of CleanSpark following the merger. The estimated exchange ratio and the foregoing numbers and percentages are approximates based on assumptions and are subject to change. The actual exchange ratio and numbers as of the closing of the merger may change.

The merger cannot be completed without approval of the proposal to adopt the merger agreement (the “merger proposal”) by the affirmative vote of (i) the holders of a majority of the outstanding shares of GRIID common stock and (ii) the holders of a majority of the outstanding shares of GRIID common stock entitled to vote thereon excluding shares held by Griid Holdings LLC (“GRIID Holdings”) and James D. Kelly III. Because of this, GRIID is holding a special meeting of its stockholders on October 28, 2024 to vote on the proposal necessary to complete the merger. Information about the special meeting, the merger, the merger agreement, and the other business to be considered by stockholders at the special meeting is contained in this proxy statement/prospectus. The GRIID board of directors has fixed the close of business on September 20, 2024 as the record date for the determination of GRIID stockholders entitled to notice of, and to vote at, the special meeting. Any stockholder entitled to attend and vote at the special meeting is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of GRIID common stock. We urge you to read this proxy statement/prospectus (including the annexes hereto) and documents incorporated by reference carefully. You should also carefully consider the risks that are described in the “Risk Factors” section beginning on page 27.

On June 26, 2024, concurrently with the execution and delivery of the merger agreement, and on June 28, 2024, as applicable, CleanSpark entered into separate voting agreements with (i) Griid Holdings, (ii) Adit EdTech Sponsor LLC (“Adit EdTech”) and (iii) certain other stockholders of GRIID, intended to represent a majority of the outstanding shares of GRIID common stock excluding shares held by GRIID Holdings or James D. Kelly III, GRIID’s Chief Executive Officer. Under the terms of the voting agreements, such stockholders agreed, among other things, to vote all of the shares of GRIID common stock beneficially owned by such stockholders at the time of the special meeting (or cause the holder of record on any applicable record date to vote such shares) in favor of the merger proposal and any adjournment or postponement of the special meeting to a later date if there are insufficient votes to approve the merger proposal. As of the date of this proxy statement/prospectus, the stockholders who entered into voting agreements beneficially owned approximately 73% of the outstanding shares of GRIID common stock. Accordingly, unless the voting agreements are terminated in accordance with their terms, the merger proposal will be approved without the need for the affirmative votes of any other stockholders.

A special committee of the board of directors of GRIID (the “GRIID special committee”), composed solely of independent directors who are unaffiliated with any of the management of GRIID, has reviewed and considered the terms and conditions of the merger agreement and the transactions contemplated by the merger agreement, including the merger, and has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of the GRIID stockholders, approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and recommended that the GRIID board of directors approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger.

After carefully considering all relevant factors, including the unanimous recommendation of the GRIID special committee, the GRIID board of directors has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of the GRIID stockholders, approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and directed that the merger agreement be submitted to the GRIID stockholders for adoption at a special meeting of such stockholders, and unanimously recommends that GRIID stockholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger, and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate.

Your vote is very important regardless of the number of shares of GRIID common stock that you own. Whether or not you plan to attend the special meeting, please submit your proxy as soon as possible by following the instructions on the accompanying proxy card to make sure that your shares are represented at the special meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished by the broker, bank or other nominee. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted.

The special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically in person.

The proxy statement/prospectus, which both summarizes the merger agreement and attaches a copy thereto, is attached to this notice, and incorporated by reference into this notice.

Thank you for your continued support.

Sincerely,

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated September 23, 2024, and is first being mailed to stockholders of GRIID on or about September 27, 2024.

2577 Duck Creek Road

Cincinnati, Ohio 45212

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on October 28, 2024

To the Stockholders of GRIID Infrastructure Inc.:

NOTICE IS HEREBY GIVEN that a virtual special meeting of stockholders of GRIID Infrastructure Inc., a Delaware corporation (“GRIID”), will be held at 2 p.m., Eastern Time, on October 28, 2024 virtually at https://www.cstproxy.com/griid/sm2024 (the “special meeting”), for the following purposes:

GRIID will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof by or at the direction of the GRIID board of directors (the “GRIID board”). Please refer to the proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the special meeting.

The special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically in person.

GRIID fixed the close of business on September 20, 2024 as the record date for the special meeting. Only GRIID stockholders of record at the record date are entitled to receive notice of, and to vote at, the special meeting or any adjournment or postponement thereof. A complete list of GRIID stockholders entitled to vote at the special meeting will be available for inspection at GRIID’s principal office at 2577 Duck Creek Road, Cincinnati, Ohio 45212 during regular business hours for a period of at least 10 days prior to the special meeting. If you would like to inspect the list of GRIID stockholders of record, please call GRIID’s Investor Relations department at (615) 854-7556 to schedule an appointment or request access. A certified list of eligible GRIID stockholders will be available for inspection during the special meeting at https://www.cstproxy.com/griid/sm2024 by entering the control number provided on your proxy card or voting instruction form.

Completion of the merger is conditioned on adoption of the merger agreement by the GRIID stockholders, which requires the affirmative vote of (i) the holders of a majority of the outstanding shares of GRIID common stock and (ii) the holders of a majority of the outstanding shares of GRIID common stock entitled to vote thereon excluding shares held by Griid Holdings LLC (“GRIID Holdings”) and James D. Kelly III.

On June 26, 2024, concurrently with the execution and delivery of the merger agreement and on June 28, 2024, as applicable, CleanSpark entered into separate voting agreements with (i) Griid Holdings, (ii) Adit

EdTech and (iii) certain other stockholders of GRIID, intended to represent a majority of the outstanding shares of GRIID common stock excluding shares held by GRIID Holdings or James D. Kelly III, GRIID’s Chief Executive Officer. Under the terms of the voting agreements, such stockholders agreed, among other things, to vote all of the shares of GRIID common stock beneficially owned by such stockholders at the time of the special meeting (or cause the holder of record on any applicable record date to vote such shares) in favor of the merger proposal and any adjournment or postponement of the special meeting to a later date if there are insufficient votes to approve the merger proposal. As of the date of this proxy statement/prospectus, the stockholders who entered into voting agreements beneficially owned approximately 73% of the outstanding shares of GRIID common stock. Accordingly, unless the voting agreements are terminated in accordance with their terms, the merger proposal will be approved without the need for the affirmative votes of any other stockholders.

A special committee of the board of directors of GRIID (the “GRIID special committee”), composed solely of independent directors who are unaffiliated with any of the management of GRIID, has reviewed and considered the terms and conditions of the merger agreement and the transactions contemplated by the merger agreement, including the merger, and has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of the GRIID stockholders, approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and recommended that the GRIID board approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger.

After careful consideration and upon the unanimous recommendation of the GRIID special committee composed solely of independent directors of GRIID who are unaffiliated with any of the management of GRIID, the GRIID board has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of the GRIID stockholders, approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and directed that the merger agreement be submitted to the GRIID stockholders for adoption at a meeting of such stockholders and unanimously recommends that GRIID stockholders vote “FOR” the merger proposal and “FOR” the adjournment proposal.

Your vote is very important regardless of the number of shares of GRIID common stock that you own. If you plan to attend the special meeting virtually, please follow the instructions as outlined in this proxy statement/prospectus. Whether or not you expect to attend the special meeting virtually, we urge you to submit your vote in advance of the meeting. If your shares are held in the name of a broker, bank or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank or other nominee. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the internet site listed on the accompanying proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting virtually at the meeting, but it will help to secure a quorum and avoid added solicitation costs if you decide not to or become unable to attend the meeting. Any eligible holder of GRIID common stock may vote virtually at the special meeting, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the special meeting in the manner described in the proxy statement/prospectus of which this notice is a part. 

The proxy statement/prospectus of which this notice is a part provides a detailed description of the merger and the merger agreement and the other matters to be considered at the special meeting. We urge you to carefully read this proxy statement/prospectus (including the annexes hereto) and any documents incorporated by reference herein in their entirety. In particular, we urge you to carefully read the section entitled “Risk Factors” beginning on page 27.

This proxy statement/prospectus relates only to the special meeting in connection with the merger.

If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies or need help voting your shares of GRIID common stock, please contact:

Continental Stock Transfer & Trust Company

Call: (917) 262-2373

Email: proxy@continentalstock.com

REFERENCES TO ADDITIONAL INFORMATION

Important business and financial information about CleanSpark are included in the annexes to this proxy statement/prospectus. In addition, this proxy statement/prospectus incorporates by reference important business and financial information about CleanSpark from other documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into / included as annexes to this proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 199.

You can obtain any of the documents incorporated by reference by CleanSpark into or included as annexes to this proxy statement/prospectus by GRIID or CleanSpark without charge by requesting them in writing or by telephone as follows:

For information related to CleanSpark:

CleanSpark, Inc.

10624 S. Eastern Ave, Suite A - 638

Henderson, Nevada 89052

Attention: Investor Relations

Telephone: (702) 989-7692

For information related to GRIID:

GRIID Infrastructure Inc.

2577 Duck Creek Road

Cincinnati, Ohio 45212

Attention: Investor Relations

Telephone: (615) 854-7556

To receive timely delivery of the documents in advance of the special meeting of GRIID stockholders, you should make your request no later than October 21, 2024, which is five business days before the meeting.

You may also obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge through the SEC website at www.sec.gov. In addition, you may obtain copies of documents filed by CleanSpark with the SEC by accessing CleanSpark’s website at www.cleanspark.com under the tab “Investors” and then under the heading “Financials” and then under the sub-heading “SEC Filings.” You may also obtain copies of documents filed by GRIID with the SEC by accessing GRIID’s website at www.griid.com under the tab “Financials” and then under the “SEC Filings.”

We are not incorporating the contents of the websites of the SEC, CleanSpark, GRIID or any other entity into this proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus or included as annexes to this proxy statement/prospectus at these websites only for your convenience.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by CleanSpark (File No. 333-281313), constitutes a prospectus of CleanSpark under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock, par value $0.001 per share, of CleanSpark (“CleanSpark common stock”) to be issued to GRIID stockholders pursuant to the merger agreement. This document also constitutes a proxy statement of GRIID under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the special meeting, at which GRIID stockholders will be asked to consider and vote on the adoption of the merger agreement and other related proposals.

CleanSpark has supplied all information contained in this proxy statement/prospectus (including the annexes hereto), relating to CleanSpark and Merger Sub, and GRIID has supplied all such information relating to GRIID contained in this proxy statement/prospectus (including the annexes hereto).

You should rely only on the information contained in this proxy statement/prospectus, the annexes hereto and the information incorporated by reference into this proxy statement/prospectus. CleanSpark and GRIID have not authorized anyone to provide you with information other than the information that is contained in this proxy statement/prospectus (including the annexes hereto) or incorporated by reference into this proxy statement/prospectus. CleanSpark and GRIID take no responsibility for and can provide no assurances as to the reliability of, any other information that others may give you. This proxy statement/prospectus is dated September 23, 2024, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information included as annexes to this proxy statement/prospectus or incorporated by reference herein is accurate as of any date other than the date of such document. Neither CleanSpark nor GRIID assumes any obligation to update the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law. Neither the mailing of this proxy statement/prospectus to GRIID stockholders nor the issuance by CleanSpark of shares of CleanSpark common stock pursuant to the merger agreement will create any implication to the contrary.

TABLE OF CONTENTS

i

ii

iii

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the merger and the special meeting of GRIID Infrastructure Inc. (“GRIID”) stockholders (the “special meeting”). They may not include all of the information that is important to GRIID stockholders. GRIID stockholders should carefully read this entire proxy statement/prospectus (including the annexes hereto) and the other documents referred to or incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 199 of this proxy statement/prospectus.

Q: What is the merger?

CleanSpark, Inc. (“CleanSpark”), Tron Merger Sub, Inc., a direct, wholly owned subsidiary of CleanSpark (“Merger Sub”), and GRIID have entered into an Agreement and Plan of Merger, dated June 26, 2024 (as it may be amended from time to time, the “merger agreement”). A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus. The merger agreement contains the terms and conditions of the proposed acquisition of GRIID by CleanSpark. Under the merger agreement, subject to satisfaction (or, to the extent permitted by law and in accordance with the merger agreement, waiver) of the conditions to the merger set forth in the merger agreement and described in this proxy statement/prospectus, Merger Sub will merge with and into GRIID, with GRIID continuing as the surviving corporation and a direct, wholly owned subsidiary of CleanSpark (the “merger”).

As a result of the merger, GRIID will become a direct, wholly owned subsidiary of CleanSpark and will no longer be a publicly held company. Following the merger, the shares of common stock, par value $0.0001 per share, of GRIID (“GRIID common stock”) will be delisted from The Nasdaq Global Market and Cboe Canada and will be deregistered under the Exchange Act, and the redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share (“GRIID public warrants”) will be delisted from The Nasdaq Global Market and will be deregistered under the Exchange Act, after which GRIID will no longer be required under the Securities and Exchange Commission (“SEC”) rules and regulations to file periodic reports with the SEC in respect of GRIID common stock or GRIID public warrants.

GRIID is a “reporting issuer” (as such term is defined in the Securities Act (Ontario). Following completion of the merger, GRIID will file an application to cease to be a reporting issuer with the Ontario Securities Commission (the “OSC”) pursuant to National Policy 11-206 – Process for Cease to be a Reporting Issuer Applications (“NP 11-206”) of the Canadian Securities Administrators. In the event that CleanSpark becomes a reporting issuer as a result of the completion of the merger, CleanSpark also intends to file an application to cease to be a reporting issuer with the OSC pursuant to NP 11-206.

Upon the grant of an order by the OSC that GRIID or CleanSpark, as applicable, has ceased to be a reporting issuer, such company will no longer be required under applicable Canadian securities laws to provide certain specified ongoing disclosure or continuous disclosure about its business operations and management.

Q: Why am I receiving these materials?

GRIID is sending these materials to GRIID stockholders to help them decide how to vote their shares of GRIID common stock with respect to the merger and other matters to be considered at the special meeting.

GRIID is holding a special meeting of its stockholders to vote on the proposal to adopt the merger agreement and other related proposals. Information about the special meeting, the merger and the other business to be considered by GRIID stockholders at the special meeting is contained in this proxy statement/prospectus. The merger cannot be completed unless GRIID stockholders adopt the merger agreement with the affirmative vote of (i) the holders of a majority of the outstanding shares of GRIID common stock and (ii) the holders of a majority of the outstanding shares of GRIID common stock entitled to vote thereon excluding shares held by Griid Holdings LLC (“GRIID Holdings”) and James D. Kelly III, GRIID’s Chief Executive Officer.

1

Concurrently with the execution and delivery of the merger agreement, CleanSpark entered into separate voting agreements with (i) Griid Holdings, (ii) Adit EdTech Sponsor LLC (“Adit EdTech”) and (iii) certain other stockholders of GRIID, intended to represent a majority of the outstanding shares of GRIID common stock excluding shares held by GRIID Holdings or James D. Kelly III, GRIID’s Chief Executive Officer. Under the terms of the voting agreements, such stockholders agreed, among other things, to vote all of the shares of GRIID common stock beneficially owned by such stockholders at the time of the special meeting (or cause the holder of record on any applicable record date to vote such shares) in favor of the merger proposal and any adjournment or postponement of the special meeting to a later date if there are insufficient votes to approve the merger proposal. As of the date of this proxy statement/prospectus, the stockholders who entered into voting agreements beneficially owned approximately 73% of the outstanding shares of GRIID common stock. Accordingly, unless the voting agreements are terminated in accordance with their terms, the merger proposal will be approved without the need for the affirmative votes of any other stockholders.

This proxy statement/prospectus constitutes both a prospectus of CleanSpark and a proxy statement of GRIID. It is a prospectus because CleanSpark will issue shares of its common stock in exchange for outstanding shares of GRIID common stock in the merger. It is a proxy statement because the board of directors of GRIID (the “GRIID board”) is soliciting proxies from its stockholders to vote on the proposal to adopt the merger agreement and other related proposals.

Q: What will GRIID stockholders receive in the merger?

If the merger is completed, GRIID stockholders will receive, in exchange for each share of GRIID common stock held immediately prior to the merger (other than shares of GRIID common stock held by GRIID as treasury shares or by CleanSpark or Merger Sub immediately prior to the effective time and, in each case, not held on behalf of third parties), that number of shares of common stock of CleanSpark (“CleanSpark common stock”) equal to the quotient obtained by dividing the aggregate merger consideration (as defined below) by the total number of shares of GRIID common stock issued and outstanding as of the closing date of the merger (the “exchange ratio”). The term “aggregate merger consideration” means the quotient obtained by dividing (x) the sum of (i) $155,000,000 minus (ii) the amount of GRIID’s outstanding liabilities as of the closing date of the merger (net of cash on hand), including all indebtedness (as defined in the merger agreement), plus up to $5 million in severance obligations that would be due and payable upon termination of certain employees identified by CleanSpark prior to the closing date, by (y) $16.587 (which is the volume-weighted average price of CleanSpark common stock for the two consecutive trading days prior to the date of the merger agreement). For purposes of calculating the aggregate merger consideration, GRIID and CleanSpark have agreed that no more than $4,250,000 of the delayed draw term loan facility provided by CleanSpark to GRIID on August 2, 2024 may be included as GRIID’s outstanding liabilities as of the closing date. Assuming that as of the closing of the merger (i) there are 72,340,476 shares of GRIID common stock outstanding, (ii) GRIID having $68,485,430 in estimated outstanding liabilities due and payable, (iii) GRIID having $3,786,779 in estimated cash on hand and (iv) there will be $5 million in severance obligations that will be due and payable, the estimated exchange ratio is 0.071 (i.e. each share of GRIID common stock will be exchanged for 0.071 shares of CleanSpark common stock). The estimated exchange ratio and the foregoing numbers and percentages are approximates based on assumptions and are subject to change. The actual exchange ratio and numbers as of the closing of the merger may change.

Each holder of GRIID shares exchanged pursuant to the merger who would otherwise have been entitled to receive a fraction of a share of CleanSpark common stock (after taking into account all certificates and book-entry shares held by such holder) will receive, in lieu of such fractional shares of CleanSpark common stock, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of CleanSpark common stock multiplied by (ii) by $16.587.

For more details on the merger consideration, see “The Merger Agreement-Effect of the Merger on Capital Stock; Merger Consideration” beginning on page 67.

2

Q: What equity stake will GRIID stockholders hold in CleanSpark immediately following the merger?

Based on the estimated exchange ratio of 0.071 described above, upon completion of the merger, former GRIID stockholders are expected to own approximately 2% of the then outstanding CleanSpark common stock, based on CleanSpark’s outstanding shares as of September 3, 2024.

For more details on the merger consideration and the treatment of GRIID equity awards, see “The Merger Agreement-Effect of the Merger on Capital Stock; Merger Consideration” beginning on page 67, “The Merger Agreement-Treatment of GRIID Equity Awards” beginning on page 68 and “The Merger Agreement-Treatment of GRIID Warrants” beginning on page 69.

Q: When do CleanSpark and GRIID expect to complete the merger?

CleanSpark and GRIID are working to complete the merger as soon as practicable and continue to anticipate obtaining all requisite stockholder approvals by the fourth quarter of calendar year 2024. Neither CleanSpark nor GRIID can predict the actual date on which the transaction will be completed because it is subject to conditions beyond each company’s control. See “The Merger Agreement-Conditions to Completion of the Merger” beginning on page 90.

Q: Is CleanSpark’s obligation to complete the merger subject to CleanSpark receiving financing?

No. CleanSpark’s obligations under the merger agreement are not subject to any condition regarding its ability to finance, or obtain financing for, the merger.

Q: What happens if the merger is not completed?

If the merger agreement is not adopted by GRIID stockholders, including stockholders holding a majority of the outstanding shares of GRIID common stock, excluding shares held by GRIID Holdings or James D. Kelly III, GRIID’s Chief Executive Officer, or if the merger is not completed for any other reason, GRIID stockholders will not receive any consideration for their shares of GRIID common stock. Instead, GRIID will remain an independent public company, GRIID common stock will continue to be listed and traded on The Nasdaq Global Market and Cboe Canada and registered under the Exchange Act and GRIID will continue to file periodic reports with the SEC and in Canada, as applicable. Under specific circumstances, GRIID may be required to pay CleanSpark a termination fee of $1.5 million. See “The Merger Agreement-Termination” beginning on page 92.

Q: Will the shares of CleanSpark common stock acquired by former GRIID stockholders in the merger receive a dividend?

CleanSpark has not, and does not presently intend to, pay dividends on shares of CleanSpark common stock. Notwithstanding the foregoing, after the closing of the merger, as a holder of CleanSpark common stock, former GRIID stockholders will receive the same dividends on shares of CleanSpark common stock that all other holders of shares of CleanSpark common stock will receive with any dividend record date that occurs after the closing of the merger.

Q: Will I receive dividends in respect of my shares of GRIID common stock?

GRIID has historically not declared or paid cash dividends on its capital stock, including GRIID common stock. To the extent GRIID determines that it will declare or pay a cash dividend on its capital stock, prior to the closing of the merger, GRIID and CleanSpark will coordinate regarding the declaration and payment of dividends in respect of their common stock and the record dates and payment dates relating thereto, so as to ensure that you do not receive two dividends, or fail to receive one dividend, in any period with respect to your shares of GRIID common stock and the shares of CleanSpark common stock that you receive in exchange therefor in the merger.

3

After the closing of the merger, to the extent applicable, former GRIID stockholders who hold GRIID share certificates will not be entitled to be paid dividends otherwise payable on the shares of CleanSpark common stock into which their shares of GRIID common stock are exchangeable until they surrender their GRIID share certificates according to the instructions provided to them. Dividends will be accrued for those stockholders and they will receive such accrued dividends when they surrender their GRIID share certificates.

After the closing of the merger, all CleanSpark dividends will remain subject to approval by the CleanSpark board of directors (“CleanSpark board”).

Q: Who can vote at the special meeting?

GRIID stockholders of record at the close of business on September 20, 2024 (which we refer to as the “GRIID record date”) will be entitled to vote at the special meeting. Each share of GRIID common stock will be entitled to one vote on all matters properly brought before the special meeting. As of the GRIID record date, there were 70,898,615 shares of GRIID common stock outstanding and entitled to vote at the special meeting. There are no other voting securities of GRIID outstanding.

Q: What am I being asked to vote on, and why is this approval necessary?

GRIID stockholders are being asked to vote on the following proposals:

Approval of the merger proposal by the affirmative vote of (i) the holders of a majority of the outstanding shares of GRIID common stock entitled and (ii) the holders of a majority of the outstanding shares of GRIID common stock not held by either GRIID Holdings or James D. Kelly III to vote thereon is required for completion of the merger. The completion of the merger is not conditioned on the approval of the adjournment proposal. As of the date of this proxy statement/prospectus, the stockholders who entered into voting agreements with CleanSpark beneficially owned approximately 73% of the outstanding shares of GRIID common stock. Accordingly, unless the voting agreements are terminated in accordance with their terms, the merger proposal will be approved without the need for the affirmative votes of any other stockholders.

Q: What vote is required to approve each proposal at the special meeting?

The merger proposal: The affirmative vote of (i) the holders of a majority of the outstanding shares of GRIID common stock entitled to vote thereon and (ii) the holders of a majority of the outstanding shares of common stock not held by either GRIID Holdings or James D. Kelly III is required to approve the merger proposal (the “GRIID stockholder approval”). As of the date of this proxy statement/prospectus, the stockholders who entered into voting agreements with CleanSpark beneficially owned approximately 73% of the outstanding shares of GRIID common stock. Accordingly, unless the voting agreements are terminated in accordance with their terms, the merger proposal will be approved without the need for the affirmative votes of any other stockholders.

The adjournment proposal: The affirmative vote of the holders of a majority of the shares of GRIID common stock present in person or represented by proxy at the special meeting and entitled to vote thereon is required to approve the adjournment proposal. If GRIID stockholders approve the adjournment proposal, subject to the terms of the merger agreement, GRIID could adjourn the special meeting and use the additional time to

4

solicit additional proxies, including soliciting proxies from GRIID stockholders who have previously voted. GRIID does not intend to call a vote on the adjournment proposal if the merger proposal is approved at the special meeting.

Q: What constitutes a quorum?

The presence at the special meeting, in person or by proxy, of the holders of a majority of the outstanding shares of GRIID common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business at the special meeting. Virtual attendance at the special meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Brokers, banks or other nominees that hold shares for beneficial owners do not have discretionary authority to vote the shares as to any matter at the meeting without receiving voting instructions from the beneficial owners. Such shares will be considered to be broker non-votes and will not be counted as present for quorum purposes.

A quorum is necessary to transact business at the special meeting. GRIID’s amended and restated bylaws provide that if a quorum fails to attend any meeting, the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of voting stock shall be present. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, GRIID will provide a notice of the adjourned meeting to each stockholder of record entitled to vote at the meeting.

Q: How does the GRIID board recommend that I vote?

After careful consideration and upon the unanimous recommendation of a special committee of the GRIID board, composed solely of independent directors who are unaffiliated with any of the management of GRIID, the GRIID board unanimously recommends that GRIID stockholders vote “FOR” the merger proposal and “FOR” the adjournment proposal.

Q: What do I need to do now?

After carefully reading and considering the information contained in this proxy statement/prospectus (including the annexes hereto) and the information incorporated by reference herein, please vote your shares as soon as possible so that your shares will be represented at the special meeting. Please follow the instructions set forth on the accompanying proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker, bank or other nominee.

Please do not submit your GRIID stock certificates or other evidence of ownership at this time. If the merger is completed, you will receive instructions for surrendering your GRIID stock certificates in exchange for shares of CleanSpark common stock from the exchange agent.

Please carefully consider the information contained in this proxy statement/prospectus (including the annexes hereto) and the information incorporated by reference herein. Whether or not you plan to attend the special meeting, GRIID encourages you to submit your proxy to vote via the internet, by telephone or by mail so that your shares will be voted in accordance with your wishes even if you later decide not to attend the special meeting.

Q: How can I attend the special meeting?

GRIID stockholders as of the close of business on the GRIID record date may attend and vote virtually at the special meeting by logging in at https://www.cstproxy.com/griid/sm2024. To log in, GRIID stockholders (or their authorized representatives) will need the control number provided on their proxy card or voting instruction form.

5

Q: How do I vote?

If you are a stockholder of record of GRIID as of the close of business on the GRIID record date, you may submit your proxy before the special meeting in one of the following ways:

If you are a stockholder of record of GRIID, you may also cast your vote virtually at the special meeting by following the instructions at https://www.cstproxy.com/griid/sm2024. If you decide to attend the special meeting virtually and vote at the meeting, your vote will revoke any proxy previously submitted.

If your shares are held in “street name” through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. Please follow the voting instructions provided by your broker, bank or other nominee.

The special meeting will begin promptly at 2 p.m., Eastern Time, on October 28, 2024. GRIID encourages its stockholders to access the meeting prior to the start time leaving ample time for check-in. Please follow the instructions as outlined in this proxy statement/prospectus.

Even if you plan to attend the special meeting, GRIID recommends that you vote your shares in advance as described below so that your vote will be counted even if you later decide not to or become unable to attend the special meeting.

Q: When and where is the special meeting of stockholders? What must I bring to attend the special meeting?

The special meeting of GRIID stockholders will be held virtually at https://www.cstproxy.com/griid/sm2024, at 2 p.m., Eastern Time, on October 28, 2024. Online access will begin at 1:45 p.m., Eastern Time, and GRIID encourages its stockholders to access the meeting prior to the start time. Even if you plan to attend the special meeting, GRIID recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares of GRIID common stock are registered directly in your name with the transfer agent of GRIID, Continental Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote or to grant a proxy for your vote directly to GRIID or to a third party to vote at the special meeting. If your shares are held by a broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name”, and your broker, bank or other nominee is considered the stockholder of record with respect to those shares. Your broker, bank or other nominee will send you, as the beneficial owner, voting instruction forms for you to use in directing the broker, bank or other nominee in how to vote your shares. You should follow the instructions provided by them to vote your shares.

Q: If my shares are held in “street name” by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card or voting instruction form directly to GRIID. Your broker, bank or other nominee is obligated to provide you with a voting instruction form for you to use.

6

Applicable stock exchange rules permit brokers to vote their customers’ stock held in street name on routine matters when the brokers have not received voting instructions from their customers. Those rules do not, however, allow brokers to vote their customers’ stock held in street name on non-routine matters unless they have received voting instructions from their customers. In such cases, the uninstructed shares for which the broker is unable to vote are called broker non-votes. The merger proposal and the adjournment proposal are non-routine matters on which brokers are not allowed to vote unless they have received voting instructions from their customers. You must provide voting instructions to your broker for your shares to be voted.

If you are a GRIID “street name” stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

Q: What if I fail to vote or abstain?

For purposes of the special meeting, an abstention occurs when a stockholder attends the special meeting virtually and does not vote or returns a proxy with an “abstain” instruction.

Merger proposal: An abstention or failure to vote will have the same effect as a vote cast “AGAINST” the merger proposal.

Adjournment proposal: An abstention will have the same effect as a vote cast “AGAINST” the adjournment proposal. If a GRIID stockholder is not present virtually at the special meeting and does not respond by proxy, it will have no effect on the vote for the adjournment proposal (assuming a quorum is present).

Q: What will happen if I return my proxy card or voting instruction form without indicating how to vote?

If you sign and return your proxy card or voting instruction form without indicating how to vote on any particular proposal, the GRIID common stock represented by your proxy will be voted as recommended by the GRIID board with respect to that proposal.

Q: May I change or revoke my vote after I have delivered my proxy card or voting instruction form?

Yes. If you are a record holder, you may change or revoke your vote before your proxy is voted at the special meeting as described herein. You may do this in one of four ways:

If you are a street name stockholder and you vote by proxy, you may later revoke your proxy by informing the holder of record in accordance with that entity’s procedures.

Q: What are the material U.S. federal income tax consequences of the merger to U.S. holders of GRIID common stock?

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and CleanSpark and GRIID intend to report the merger

7

consistent with such qualification. Accordingly, U.S. holders of GRIID common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their GRIID common stock for CleanSpark common stock in the merger, except for any gain or loss that may result from the receipt of cash instead of a fractional share of CleanSpark common stock.

All holders of GRIID common stock should consult with a tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences of the merger to them. See “The Merger-Material U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of GRIID Common Stock” beginning on page 61 for additional information.

Q: Am I entitled to exercise appraisal rights in connection with the merger instead of receiving the merger consideration for my shares of GRIID common stock?

GRIID stockholders are not entitled to appraisal rights in connection with the merger. For additional information, see “The Merger-No Appraisal Rights” beginning on page 60.

Q: What will happen to GRIID equity awards?

GRIID Restricted Stock Units

At the effective time of the merger, each GRIID restricted stock unit award that is outstanding immediately prior to the effective time of the merger will immediately vest with respect to 100% of the shares of GRIID common stock subject to such GRIID restricted stock unit award, which shares of GRIID common stock will be converted into the right to receive the merger consideration with respect to each share of GRIID common stock.

GRIID Options

At the effective time of the merger, each outstanding vested compensatory option to purchase shares of GRIID common stock will be canceled and converted into the right to receive that number of shares of CleanSpark common stock (rounded down to the nearest whole share) equal to the quotient of (i) the product of (A) the excess, if any, of the merger consideration value over the per share exercise price of the applicable option, multiplied by (B) the number of shares of GRIID common stock subject to such option immediately prior to the effective time, divided by (ii) $16.587 (which is the volume-weighted average price of CleanSpark common stock for the two consecutive trading days prior to the date of the merger agreement). Any GRIID option that has an exercise price per share of GRIID common stock that is equal to or greater than the merger consideration value will be canceled for no consideration.

For more details on the treatment of GRIID equity awards, see “The Merger Agreement-Treatment of GRIID Equity Awards” beginning on page 68. For additional information on certain other compensation-related matters covered in the merger agreement that affect GRIID’s directors and executive officers, please see the section entitled “The Merger-Interests of Directors and Executive Officers of GRIID in the Merger” beginning on page 54.

Q: What will happen to outstanding GRIID warrants?

At the effective time of the merger, each outstanding and unexercised warrant to purchase shares of GRIID common stock will be converted into a warrant to purchase a number of shares of CleanSpark common stock, rounded down to the nearest whole share, that is equal to the product of (A) the number of shares of GRIID common stock subject to such warrant as of immediately prior to the effective time, multiplied by (B) the exchange ratio. The exercise price per share of CleanSpark common stock underlying such warrant will be equal to the quotient obtained by dividing (x) the per share exercise price applicable to such warrant immediately prior to the effective time by (y) the exchange ratio, rounded up to the nearest whole cent. Each such CleanSpark warrant shall be on the same terms and conditions as were applicable under such GRIID warrant immediately prior to the effective time of the merger.

8

For more details on the treatment of GRIID warrants, see “The Merger Agreement-Treatment of GRIID Warrants” beginning on page 69.

Q: What happens if I sell my shares of GRIID common stock after the GRIID record date but before the special meeting?

The GRIID record date (the close of business on September 20, 2024) is earlier than the date of the special meeting and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of GRIID common stock after the GRIID record date but before the date of the special meeting, you will retain your right to vote at the special meeting. However, you will not have the right to receive the merger consideration in respect of such transferred shares to be received by GRIID stockholders in the merger. In order to receive the merger consideration, you must hold your shares through completion of the merger.

Q: Are there any risks that I should consider in deciding whether to vote in favor of the merger proposal?

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 27. You also should read and carefully consider the risk factors of CleanSpark and GRIID included in this proxy statement/prospectus or incorporated by reference herein, as applicable.

Q: What should I do if I receive more than one set of voting materials?

If you hold shares of GRIID common stock in “street name” and also directly as a record holder or otherwise or if you hold shares of GRIID common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the special meeting. Please complete, sign, date and return each proxy card (or cast your vote by telephone or internet as provided on your proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of GRIID common stock are voted. If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the procedures provided by your broker, bank or other nominee to vote your shares.

Q: Who will pay for the cost of soliciting proxies?

The GRIID board is soliciting proxies in connection with the proxy statement/prospectus and will bear the expense of preparing the proxy statement and soliciting the proxies it is seeking. In addition to the use of the mail, proxies may be solicited by GRIID officers, directors and employees, in person or by telephone, e-mail or facsimile transmission. GRIID’s officers, directors and employees will receive no additional compensation for any such solicitations. GRIID will request brokerage firms, banks, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of the underlying shares as of the GRIID record date and will reimburse the cost of forwarding the proxy materials in accordance with customary practice.    

Q: Who will tabulate and certify the vote?

Representatives of Continental Stock Transfer & Trust Company will tabulate the votes cast at the special meeting, and representatives of Continental Stock Transfer & Trust Company will act as the Independent Inspector of Election.

Q: Where can I find the voting results of the special meeting?

The preliminary voting results will be announced at the special meeting. In addition, within four business days following certification of the final voting results, GRIID intends to file the final voting results with the SEC on a Current Report on Form 8-K.

9

Q: Whom should I contact if I have any questions about the proxy materials or voting?

If you have any questions about the proxy materials, or if you need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact:

Continental Stock Transfer & Trust Company

Call: (917) 262-2373

Email: proxy@continentalstock.com

10

11

12

13

14

15

16

17

18

19

20

21

22

23

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document includes “forward-looking statements” as defined under the federal securities laws. All statements other than statements of historical fact included or incorporated by reference in this communication, including, among other things, statements regarding the proposed business combination transaction between CleanSpark and GRIID, future events, plans and anticipated results of operations, business strategies, the anticipated benefits of the proposed transaction, the anticipated impact of the proposed transaction on the combined company’s business and future financial and operating results, the expected amount and timing of synergies from the proposed transaction, the anticipated closing date for the proposed transaction and other aspects of CleanSpark’s or GRIID’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 or GRIID 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 or GRIID’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:

24

These forward-looking statements reflect CleanSpark’s and GRIID’s current views with respect to future events and are based on numerous assumptions and assessments made by CleanSpark and GRIID in light of their experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this

25

document could cause CleanSpark and GRIID’s plans with respect to the merger, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this document are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this proxy statement/prospectus or, in the case of the information included as annexes to this proxy statement/prospectus or incorporated by reference herein, as of the date of such document. Neither CleanSpark nor GRIID assumes any obligation to update the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

26

RISK FACTORS

In addition to the other information included in this proxy statement/prospectus (including the annexes hereto) and the information incorporated by reference herein, including, among others, the matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” GRIID stockholders should carefully consider the following risk factors before deciding whether to vote for the proposal to adopt the merger agreement. In addition, you should read and consider the risks associated with each of the businesses of CleanSpark and GRIID because these risks will relate to CleanSpark following the completion of the merger. Descriptions of some of these risks can be found in the respective Annual Reports of CleanSpark and GRIID on Form 10-K for the fiscal year ended September 30, 2023 and December 31, 2023, respectively, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. You should also consider the other information in this proxy statement/prospectus (including the annexes hereto) and the other documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 199.

Risks Related to the Merger

The merger is subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the merger in a timely manner or at all could have adverse effects on GRIID.

The completion of the merger is subject to a number of conditions, including, among others, the approval by GRIID stockholders of the merger proposal. Some of these conditions are not in CleanSpark’s or GRIID’s control. For a more detailed discussion regarding conditions to the merger, see “The Merger Agreement-Conditions to Completion of the Merger” beginning on page 90.

Further, either CleanSpark or GRIID may terminate the merger agreement if the merger has not been completed by March 31, 2025. However, this right to terminate the merger agreement will not be available to any party whose failure to perform any obligation under the merger agreement has principally caused or resulted in the failure of the merger to be consummated on or before that date.

If the merger is not completed, GRIID’s ongoing business, financial condition, financial results and stock price may be materially adversely affected. Without realizing any of the benefits of having completed the merger, CleanSpark and GRIID will be subject to a number of risks, including the following:

27

The materialization of any of these risks could adversely impact CleanSpark’s and GRIID’s respective ongoing businesses, financial condition, financial results and stock price. Similarly, delays in the completion of the merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the merger.

If the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the GRIID stockholders may be required to pay substantial U.S. federal income taxes.

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and CleanSpark and GRIID intend to report the merger consistent with such qualification. If the IRS or a court determines that the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder of GRIID common stock generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value of the CleanSpark common stock received in the merger, and such U.S. holder’s aggregate tax basis in the corresponding GRIID common stock surrendered in the merger. See “The Merger-Material U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of GRIID Common Stock” beginning on page 61.

The merger agreement contains provisions that limit GRIID’s ability to pursue alternatives to the merger, could discourage a potential competing acquiror of GRIID from making a favorable alternative transaction proposal and, in specified circumstances, could require GRIID to pay a termination fee to CleanSpark.

The merger agreement contains certain provisions that restrict GRIID’s ability to initiate, solicit, knowingly encourage or knowingly facilitate or, subject to certain exceptions, engage in discussions or negotiations with respect to, or approve or recommend, any third-party acquisition proposal. Further, even if the GRIID board withdraws or qualifies its recommendation with respect to the adoption of the merger agreement, unless the merger agreement has been terminated in accordance with its terms, GRIID will still be required to submit each of its merger-related proposals to a vote at the special meeting. In addition, CleanSpark generally has an opportunity to offer to modify the terms of the transactions contemplated by the merger agreement in response to any competing proposal before the CleanSpark board may withdraw or qualify its recommendation with respect to the merger-related proposal or otherwise terminate the merger agreement.

In some circumstances, upon termination of the merger agreement, GRIID will be required to pay a termination fee of $1.5 million to CleanSpark. See the sections titled “The Merger Agreement—No Solicitation; Changes of Recommendation—No Solicitation” and “The Merger Agreement-Termination” beginning on pages 78 and 92, respectively.

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of GRIID or pursuing an alternative transaction from considering or proposing such a transaction, even if such third-party acquiror or merger partner were prepared to pay consideration with a higher per share cash or market value than the per share cash or market value proposed to be received or realized in the merger. In particular, the termination fee, if applicable, could result in a potential third-party acquiror or merger partner proposing to pay consideration with a lower per share cash or market value to the GRIID stockholders than it might otherwise have proposed to pay absent such termination fee.

If the merger agreement is terminated and GRIID determines to seek another business combination, GRIID may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger agreement.

28

The exchange ratio is a calculation that is subject to a number of factors that will not be known until closing.

The exchange ratio is a calculation that will not be known until closing as it is based on a variety of factors that will not be known until shortly prior to, or at the time of, closing, including the amount of GRIID’s outstanding liabilities that are due and payable as of the closing of the merger and cash on hand as of the closing of the merger plus up to $5 million in severance obligations that would be due and payable upon termination of certain employees of GRIID identified by CleanSpark prior to the closing date.

As a result, fluctuations in GRIID’s outstanding liabilities that are due and payable as of the closing of the merger, cash on hand and the amount of severance obligations due and payable will drive corresponding changes in the value of the merger consideration payable to each GRIID stockholder.

At the time of the special meeting, GRIID stockholders will not know with certainty the value of the shares of CleanSpark common stock that they will receive upon completion of the merger.

Members of the GRIID board and management have interests in the merger that are different from, or in addition to, those of other stockholders.

In considering whether to adopt the merger agreement and approve the transactions contemplated thereby, GRIID stockholders should recognize that members of management and the GRIID board have interests in the merger that differ from, or are in addition to, their interests as stockholders of GRIID.

The executive officers of GRIID have arrangements with GRIID that provide for certain severance payments or benefits, accelerated vesting of certain equity-based awards, cash fees and other rights and other payments or benefits upon completion of the merger and/or if their employment or service is terminated under certain circumstances following the completion of the merger. In addition, the executive officers and directors of GRIID also have rights to indemnification, advancement of expenses and directors’ and officers’ liability insurance that will survive the completion of the merger. The GRIID board was aware of these interests and considered them, among other matters, in approving the merger agreement and making its recommendation that the GRIID stockholders vote “FOR” the merger proposal.

These interests are further described in “The Merger-Interests of Directors and Executive Officers of GRIID in the Merger” beginning on page 54.

Each party is subject to business uncertainties and contractual restrictions while the proposed merger is pending, which could adversely affect each party’s business and operations.

In connection with the pendency of the merger, it is possible that some customers, suppliers and other persons with whom CleanSpark or GRIID has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with CleanSpark or GRIID, as the case may be, as a result of the merger. Under the terms of the merger agreement, each of CleanSpark and GRIID is subject to certain restrictions on the conduct of its respective business prior to completing the merger, which may restrict GRIID’s ability to execute certain of its business strategies, including, with respect to GRIID, the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. Such limitations could adversely affect each party’s respective businesses and operations prior to the completion of the merger. See “The Merger Agreement-Interim Operations of GRIID and CleanSpark Pending the Merger” beginning on page 74.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the merger.

29

The opinion of Lincoln will not reflect changes in circumstances between the signing of the merger agreement and the completion of the merger.

The GRIID special committee and the GRIID board received an opinion from Lincoln, their financial advisor, in connection with the signing of the merger agreement, but have not obtained any updated opinion from their financial advisor as of the date of this proxy statement/prospectus. Changes in the operations and prospects of CleanSpark or GRIID, general market and economic conditions and other factors on which Lincoln’s opinion was based may be beyond the control of CleanSpark or GRIID, and may significantly alter the value of CleanSpark or GRIID or the prices of the shares of CleanSpark common stock or GRIID common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. Because the GRIID special committee and the GRIID board do not currently anticipate asking their financial advisor to update its opinion, the opinion does not and will not address the fairness of the merger consideration from a financial point of view at the time the merger is completed. The GRIID board’s recommendation that GRIID stockholders vote “FOR” approval of the merger proposal and “FOR” the adjournment proposal, however, is made as of the date of this proxy statement/prospectus.

For a description of the opinion that the GRIID special committee and the GRIID board received from their financial advisor, see the section entitled “The Merger-Opinion of Lincoln International LLC” beginning on page 46. A copy of the opinion of Lincoln is attached as Annex E to this proxy statement/prospectus.

GRIID may be unable to attract or retain key employees during the pendency of the merger.

In connection with the pending merger, GRIID’s current and prospective employees may experience uncertainty about their future roles with CleanSpark following the merger, which may materially adversely affect GRIID’s ability to attract and retain key personnel during the pendency of the merger. Key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with CleanSpark following the merger. Accordingly, no assurance can be given that GRIID will be able to retain key employees to the same extent that GRIID has been able to in the past.

Potential litigation against CleanSpark and GRIID could result in substantial costs, an injunction preventing the completion of the merger and/or a judgment resulting in the payment of damages.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such a lawsuit is unsuccessful, defending against these claims can result in substantial costs. An adverse judgment could result in monetary damages, which could have a negative impact on CleanSpark’s and GRIID’s respective liquidity and financial condition.

Stockholders of GRIID may file lawsuits against CleanSpark, GRIID and/or the directors and officers of either company in connection with the merger. These lawsuits could prevent or delay the completion of the merger and result in significant costs to CleanSpark and/or GRIID, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.

Completion of the merger may trigger change in control or other provisions in certain agreements to which GRIID is a party, which may have an adverse impact on CleanSpark’s business and results of operations after the merger.

The completion of the merger may trigger change in control and other provisions in certain agreements to which GRIID is a party. If CleanSpark and GRIID are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if CleanSpark and GRIID are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to CleanSpark or GRIID following the transaction.

30

GRIID stockholders are not entitled to appraisal rights in connection with the merger.

Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the applicable transaction. Under the DGCL, holders of shares of GRIID common stock will not have rights to an appraisal of the fair value of their shares in connection with the merger. See “The Merger-No Appraisal Rights” beginning on page 60 for additional information.

The shares of CleanSpark common stock to be received by GRIID stockholders upon completion of the merger will have different rights from shares of GRIID common stock.

Upon completion of the merger, GRIID stockholders will no longer be stockholders of GRIID but will instead become stockholders of CleanSpark, and their rights as CleanSpark stockholders will be governed by the terms of CleanSpark’s amended and restated articles of incorporation (“CleanSpark’s articles of incorporation”), and CleanSpark’s amended and restated bylaws, as amended (“CleanSpark’s bylaws”). The terms of CleanSpark’s articles of incorporation and CleanSpark’s bylaws are in some respects materially different than the terms of GRIID’s second amended and restated certificate of incorporation, as amended (“GRIID’s certificate of incorporation”), and GRIID’s amended and restated bylaws (“GRIID’s bylaws”), which currently govern the rights of GRIID stockholders. See “Comparison of Rights of Stockholders of CleanSpark and GRIID” beginning on page 183 for a discussion of the different rights associated with shares of CleanSpark common stock and shares of GRIID common stock.

GRIID stockholders will have a significantly reduced ownership and voting interest after the merger and will exercise less influence over the policies of CleanSpark following the transaction than they now have on the policies of GRIID.

CleanSpark stockholders currently have the right to vote in the election of the CleanSpark board and on other matters affecting CleanSpark. GRIID stockholders currently have the right to vote in the election of the GRIID board and on other matters affecting GRIID. As a result of the merger, based on an estimated exchange ratio of approximately 0.071, which assumes that as of closing of the merger (i) there are 72,340,476 shares of GRIID common stock outstanding, (ii) GRIID having $68,485,430 in estimated outstanding liabilities due and payable, (iii) GRIID having $3,786,779 in estimated cash on hand and (iv) there will be $5 million in severance obligations that will be due and payable, it is estimated that current CleanSpark stockholders will own approximately 98% of the shares of outstanding common stock of CleanSpark following the merger, and current GRIID stockholders will own approximately 2% of the common stock outstanding of CleanSpark following the merger. The estimated exchange ratio and the foregoing numbers and percentages are approximates based on assumptions and are subject to change. The actual exchange ratio and numbers as of the closing of the merger may change.

Risks Related to CleanSpark After Completion of the Merger

CleanSpark may not achieve the intended benefits and the merger may disrupt its current plans or operations.

There can be no assurance that CleanSpark will be able to successfully integrate GRIID’s assets or otherwise realize the expected benefits of the potential transaction (including capital expenditures efficiencies and operational synergies). Difficulties in integrating GRIID into CleanSpark may result in CleanSpark performing differently than expected, in operational challenges or in the failure to realize anticipated synergies and efficiencies in the expected timeframe or at all. The integration of the two companies may result in material challenges, including the diversion of management’s attention from ongoing business concerns; retaining key management and other employees; retaining or attracting business and operational relationships; the possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses; consolidating corporate and administrative infrastructures and eliminating duplicative operations; coordinating

31

geographically separate organizations; unanticipated issues in integrating information technology, communications and other systems; as well as potential unknown liabilities, unforeseen expenses relating to integration, or delays associated with the acquisition.

The market price of CleanSpark common stock after the merger may be affected by factors different from those affecting the price of CleanSpark common stock or GRIID common stock before the merger.

Upon completion of the merger, holders of CleanSpark common stock and GRIID common stock will be holders of CleanSpark common stock. As the businesses of CleanSpark and GRIID are different, the results of operations as well as the price of CleanSpark common stock may in the future be affected by factors different from those factors affecting CleanSpark and GRIID as independent standalone companies. CleanSpark following the transaction will face additional risks and uncertainties that CleanSpark or GRIID may currently not be exposed to as independent companies.

The market price of CleanSpark common stock may decline as a result of the merger.

The market price of CleanSpark common stock may decline as a result of the merger if, among other things, it is unable to achieve the expected benefits and synergies of the merger, if the merger is not completed within the anticipated timeframe or if the transaction costs related to the merger are greater than expected. The market price of CleanSpark common stock also may decline if CleanSpark does not achieve the perceived benefits and expected synergies of the merger as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the merger on CleanSpark’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

The merger may result in a loss of customers, distributors, suppliers, vendors, landlords, lenders and other business partners and may result in the termination of existing contracts.

Following the merger, some of the customers, distributors, suppliers, vendors, landlords, lenders and other business partners of GRIID may terminate or scale back their current or prospective business relationships with CleanSpark. Some customers may not wish to source a larger percentage of their needs from a single company or may feel that CleanSpark is too closely allied with one of their competitors. In addition, GRIID has contracts with customers, distributors, suppliers, vendors, landlords, lenders and other business partners that may require it to obtain consents from these other parties in connection with the merger, which may not be obtained on favorable terms or at all. If relationships with customers, distributors, suppliers, vendors, landlords, lenders and other business partners are adversely affected by the merger, or if CleanSpark, following the merger, loses the benefits of the contracts of GRIID, CleanSpark’s business and financial performance could suffer.

Other Risk Factors of CleanSpark and GRIID

CleanSpark’s and GRIID’s businesses are and will be subject to all the risks described above. In addition, CleanSpark and GRIID are and will continue to be subject to all the risks described in CleanSpark’s and GRIID’s respective Annual Reports on Form 10-K for the fiscal year ended September 30, 2023 and December 31, 2023, respectively, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC, or incorporated by reference into, this proxy statement/prospectus. For the location of information incorporated by reference into this proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 199.

32

THE MERGER

The following is a discussion of the transaction and the material terms of the merger agreement between CleanSpark and GRIID. You are urged to read the merger agreement carefully and in its entirety. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus and incorporated by reference in this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. This section is not intended to provide you with any factual information about CleanSpark or GRIID. Such information can be found elsewhere in this proxy statement/prospectus (including the annexes hereto) and in the public filings CleanSpark and GRIID make with the SEC, some of which are incorporated by reference into this proxy statement/prospectus, as described in “Where You Can Find More Information” beginning on page 199.

Background of the Merger

The terms of the merger agreement are the result of arm’s-length negotiations between representatives of CleanSpark and GRIID. The following is a summary of the events leading up to the signing of the merger agreement and the key meetings, negotiations and discussions by and between CleanSpark and GRIID and their respective advisors that preceded the public announcement of the merger. However, this summary does not purport to catalog every conversation or interaction among the representatives of CleanSpark, GRIID and other parties.

The GRIID board, in the ordinary course and consistent with its fiduciary duties, along with the GRIID management team, continually evaluates GRIID’s bitcoin operations and future business prospects and its short- and long-term performance with a focus on enhancing GRIID’s scale, durability and resilience and an objective of responsibly delivering leading cash returns to stockholders that are sustainable and resilient through all bitcoin price cycles. In connection with such ongoing evaluation, the GRIID board and management team also review and assess potential strategic alternatives available to GRIID, including merger and acquisition transactions and asset acquisitions and dispositions.

On March 6, 2024, at the Bitcoin Ski Summit, a bitcoin industry event, held in Jackson, Wyoming, Zachary K. Bradford, the Chief Executive Officer of CleanSpark, approached Harry Sudock, the Chief Strategy Officer of GRIID, to discuss, among other things, the bitcoin mining industry generally and the possibility of a strategic relationship between the companies. Messrs. Sudock and Bradford arranged a meeting for the next day at which James D. Kelly III, the Chief Executive Officer of GRIID, would attend.

On March 7, 2024, Messrs. Kelly, Sudock and Bradford met in person and discussed, among other topics, their perspectives on developments in the bitcoin industry and each of their businesses. Messrs. Kelly, Sudock and Bradford agreed to have a private dinner meeting before the bitcoin industry conference ended to engage in further discussions.

On March 9, 2024, Messrs. Kelly, Sudock and Bradford had a private dinner where they discussed, among other things, potential opportunities in the bitcoin industry. Included in the discussion was a history of both companies, the respective growth plans, regional expertise, talent, culture, and ability to capitalize the businesses.

On March 11, 2024 Mr. Bradford reached out to Messrs. Sudock and Kelly to continue the dialogue and schedule a follow-up virtual meeting. On March 14, 2024, Messrs. Kelly and Bradford had a virtual meeting during which Mr. Bradford expressed CleanSpark’s interest in discussing the merits and risks of a potential acquisition of GRIID by CleanSpark. During this meeting, Messrs. Kelly and Bradford also discussed, among other matters, potential timelines for due diligence and negotiation of transaction documentation and the amount of GRIID’s outstanding indebtedness. Based on such discussion, as a next step, Messrs. Kelly and Bradford agreed it was appropriate to enter into a mutual non-disclosure agreement and continue conversations.

33

On March 11, 2024, GRIID had a video conference call with financial advisor, Early Bird Capital, to explore potential financing and strategic transaction opportunities for GRIID. Early Bird Capital informed GRIID that the market for financing or strategic transactions for GRIID was not favorable. On March 14, 2024, GRIID had a video conference call with financial advisor and underwriter, Stifel, to explore potential financing and strategic transaction opportunities for GRIID. Stifel also informed GRIID that the market for financing or strategic transactions for GRIID was not favorable. As a result of the market intelligence received from these financial advisors, GRIID did not engage in any discussions or negotiations with any third party, other than CleanSpark, regarding a potential acquisition of GRIID by such party. Additionally, GRIID did not engage either Early Bird Capital or Stifel, nor did it pay any fees to either of these financial advisors.

On March 14, 2024, Mr. Bradford sent to Mr. Kelly a draft mutual confidentiality agreement to facilitate discussions and the disclosure of information between GRIID and CleanSpark. From March 14, 2024 to March 18, 2024, CleanSpark and GRIID negotiated the mutual confidentiality agreement and on March 18, 2024, executed the mutual confidentiality agreement. The mutual confidentiality agreement contained customary standstill restrictions on CleanSpark with a customary “fall-away” provision that rendered the standstill inapplicable following GRIID’s entry into a definitive agreement relating to, among other things, a merger or other business combination transaction with a third-party. Prior to or following the execution of the confidentiality agreement with CleanSpark, GRIID did not enter into any other confidentiality agreements with any other prospective third party regarding a potential business combination with GRIID.

On March 19, 2024 and March 20, 2024, members of GRIID management, Ed Medford, Chad Hansel and Harry Sudock, engaged in one due diligence discussion with CleanSpark’s Senior Vice President of Growth, Scott Garrison, focusing on community and partnerships. On March 20, 2024, members of GRIID management engaged in three due diligence discussions with members of CleanSpark’s management. These included discussions between (i) Taylor Monnig from CleanSpark and Mike Hamilton, Dwaine Alleyne, Wesley Ward, Chad Hansel and Harry Sudock from GRIID regarding technology and infrastructure; (ii) Duncan Poe and Chris Blake from CleanSpark, and Ed Medford, Chad Hansel and Harry Sudock from GRIID regarding power; (iii) and Gary Vecchiarelli and the finance team from CleanSpark, and Al Wallander, James D. Kelly III and Harry Sudock from GRIID regarding finance.

On March 24, 2024, the GRIID board met to discuss, among other things, the advisability of GRIID exploring a strategic transaction with CleanSpark and the appointment of a special committee of the GRIID board to review, consider, and evaluate a potential proposal for a strategic transaction or possible strategic alternatives to a proposal for a strategic transaction. At such meeting, Mr. Kelly reported to the GRIID board on his recent conversations with Mr. Bradford regarding a potential business combination transaction between GRIID and CleanSpark. The GRIID board established a special committee of independent directors (the “GRIID special committee”), and appointed Ms. Sharmila Kassam and Ms. Cristina Dolan to serve as members of the GRIID special committee, with Ms. Kassam serving as chair. At the meeting, the GRIID board granted to the special committee the power to (i) review and evaluate the terms and conditions, and determine the advisability of any proposed transaction with CleanSpark, (ii) determine whether any proposed transaction with CleanSpark is fair to, and in the best interests of, GRIID and its stockholders, (iii) recommend to the full GRIID board what action, if any, should be taken by GRIID with respect to any proposed transaction with CleanSpark, and (iv) retain, in its sole discretion, and on terms and conditions acceptable to the GRIID special committee, such independent advisors, including independent legal counsel, financial advisors and outside consultants, as the GRIID special committee deems appropriate to assist the GRIID special committee in discharging its responsibilities. The GRIID special committee was formed out of the abundance of caution and not as the result of any identified potential or actual conflict of interest. It was determined that each member of the GRIID special committee was independent for purposes of evaluating the merger, and each member of the GRIID special committee was entitled to receive fees for serving on the GRIID special committee, which fees were approved by the GRIID board. As of the date of this proxy statement/prospectus, the GRIID special committee has not been disbanded.

34

On March 24, 2024, the GRIID special committee interviewed Aequum Law LLC (“Aequum”) as a potential legal advisor to the special committee. On March 24, 2024, the GRIID special committee held a virtual meeting at which the GRIID special committee discussed the qualifications, experience and other characteristics of Aequum, as well as the determination that Aequum did not have any conflict that would impair its representation of the GRIID special committee. The GRIID special committee unanimously approved the retention of Aequum as its legal advisor.

On March 27, 2024, the GRIID special committee convened a virtual meeting with representatives of Aequum. During the meeting, Aequum made a presentation to the GRIID special committee of general matters on corporate governance and best practices in the context of a M&A transaction, Aequum’s role in assisting the GRIID special committee in its work and directors’ fiduciary duties to GRIID’s stockholders under Delaware law. The GRIID special committee authorized Aequum to interview an investment bank to provide a fairness opinion and to work directly with Mr. Kelly regarding the negotiations with CleanSpark.

On March 28, 2024, Mr. Kelly provided Aequum with an update on the status of the discussions with CleanSpark. Mr. Kelly reported that preliminary due diligence was ongoing and that CleanSpark was working on a written non-binding indication of interest for a potential transaction.

On April 1, 2024, Aequum contacted Lincoln based on its experience and qualifications in M&A transactions to render an opinion to the GRIID special committee and the GRIID board as to the fairness, from a financial point of view, to the holders of GRIID common stock of the consideration to be received by the GRIID stockholders in connection with a potential business combination between GRIID and CleanSpark.

On April 2, 2024 and April 3, 3024, representatives of CleanSpark’s executive team conducted site visits to certain of GRIID’s facilities in order to inspect such facilities and examine key hardware and software components of GRIID’s bitcoin and blockchain technology. In the evening of April 2, 2024, the CleanSpark management team and the GRIID operations team in addition to Messrs. Sudock and Kelly went to dinner to facilitate introductions between the broader teams and to engage in discussions regarding the current state of the industry.

On April 2, 2024, April 5, 2024, April 19, 2024, April 22, 2024, April 26, 2024 and April 27, 2024, Aequum provided the GRIID special committee with telephonic updates regarding the status of due diligence and ongoing negotiations with CleanSpark.

From April 22, 2024 to May 6, 2024, Messrs. Kelly and Bradford met virtually on numerous occasions to discuss the terms of the proposed business combination, including the equity value of GRIID, the enterprise value, potential repayment of GRIID indebtedness, and entering into a credit agreement on the date of execution of the merger agreement which GRIID would draw upon for working capital purposes and to repay its outstanding indebtedness and trade payables.

On April 26, 2024 and May, 1, 2024, Mr. Kelly met virtually with Aequum to discuss the status of discussions with CleanSpark.

On May 6, 2024, Messrs. Kelly and Bradford met virtually with Aequum to discuss the terms of the potential transaction. Mr. Kelly and Aequum emphasized to Mr. Bradford that it would be unlikely for the GRIID special committee to approve any transaction that (a) did not provide a premium to the recent trading price of GRIID, (b) did not include the payoff or assumption of all indebtedness and obligations of GRIID, and (c) did not include any conditions to closing, other than standard and ordinary conditions, that would jeopardize certainty of closing.

On May 7, 2024, CleanSpark delivered to GRIID a written non-binding indication of interest (the “indication of interest”) pursuant to which CleanSpark would acquire GRIID in an all-stock transaction and

35

ascribing an enterprise value of approximately $160 million. The indication of interest provided that (i) CleanSpark would assume all of GRIID’s liabilities, which it estimated to be approximately $110 million; and (ii) the merger consideration would be decreased dollar for dollar to the extent that the GRIID liabilities exceeded $110 million at closing of the merger and the merger consideration would be increased dollar for dollar to the extent that the GRIID liabilities were less than $110 million at the closing of the merger.

Also on May 7, 2024, the indication of interest was provided to the GRIID special committee and the GRIID board, and Mr. Kelly met virtually with Aequum to discuss GRIID’s cash position and estimated liabilities through a potential closing date.

On May 8, 2024, Aequum met virtually with the GRIID special committee to discuss the indication of interest. Aequum advised the GRIID special committee that Aequum and Mr. Kelly prepare a revised indication of interest that would propose (i) a higher enterprise value, (ii) an updated estimate of outstanding closing liabilities taking into account liabilities that would arise between signing and closing of the merger transaction, and (iii) a loan to be made by CleanSpark to GRIID simultaneous with the execution of the merger agreement which funds would include $5 million to be used for working capital purposes plus a to-be -determined amount to be used to pay off certain holders of GRIID debt and outstanding trade payables who have agreed to reductions in such debt and trade payables.

From May 8, 2024 to May 29, 2024, representatives of GRIID, Aequum and CleanSpark participated in virtual meetings to discuss open points on the indication of interest and exchanged drafts of the indication of interest. These open points included, among other things, enterprise value, payoff or assumption of indebtedness and liabilities, the CleanSpark loan, officers and directors tail insurance policy (“D&O insurance policy”) and certain closing conditions.

On May 25, 2024 and May 27, 2024, Aequum provided the GRIID special committee with telephonic updates regarding the status of due diligence and ongoing negotiations with CleanSpark.

On May 28, 2024, Mr. Kelly, Mr. Fraser, Al Wallander, Chief Financial Officer of GRIID, Adam Stege of Ernst & Young, and Aequum had a video conference call to discuss the potential tax implications of the merger.

On May 28, 2024, Aequum had a video conference call with Early Bird Capital to explore potential financing and strategic transaction opportunities for GRIID. Early Bird Capital informed GRIID that the market for financing or strategic transactions for bitcoin miners still was not favorable.

On May 29, 2024, Mr. Kelly sent to the GRIID special committee and the GRIID board the negotiated indication of interest.

On May 29, 2024, the GRIID special committee held a meeting with members of GRIID management and representatives of Aequum. At the meeting, Mr. Kelly provided the GRIID special committee with an overview of the indication of interest, communications with CleanSpark to date and his perspectives on the merits and risks of a potential business combination transaction with CleanSpark as compared to GRIID continuing as a stand-alone company. Mr. Kelly emphasized that maintaining confidentiality around the potential business combination transaction was critical for both GRIID and CleanSpark to be able to arrive at a mutually acceptable deal. Mr. Kelly provided the GRIID special committee aspects of the proposed business combination included in the indication of interest including, among other things, (i) a purchase price of $155 million on a debt free basis, which purchase price would be reduced for every dollar of GRIID liabilities outstanding as of the closing date of the merger and which purchase price would be increased for every dollar in the accounts of GRIID as of the closing date of the merger, (ii) that CleanSpark would loan funds to GRIID on the date of execution of the merger agreement which funds would include $5 million to be used for working capital purposes plus a to-be-determined amount to be used to pay off certain holders of GRIID debt and outstanding trade payables who have agreed to reductions in such debt and trade payables, (iii) that GRIID and CleanSpark would enter into a hosting

36

agreement pursuant to which GRIID would provide certain bitcoin mining and hosting services with respect to certain bitcoin mining equipment owned by CleanSpark, (iv) that on the date of execution of the merger agreement, GRIID would deliver voting agreements from holders of GRIID common stock that represented a majority of the outstanding shares of common stock of GRIID whereby such holders would agree to, among other things, vote their shares in favor of the merger, and (v) provided for an exclusive period of 60 days from the date of the indication of interest whereby the parties would negotiate definitive documents and GRIID would not initiate, solicit, negotiate or discuss any proposal or offer to acquire GRIID from any other third party. Representatives of Aequum discussed with the GRIID special committee, respectively, their fiduciary duties in the context of the potential business combination transaction, as well as certain other legal considerations. The GRIID special committee discussed with members of GRIID management and representatives of Aequum the merits and risks of an all-stock business combination transaction with CleanSpark, in which GRIID stockholders would become stockholders of CleanSpark, including, among other things, that CleanSpark offered a stronger balance sheet. The GRIID special committee also discussed with management and representatives of Aequum considerations relating to contacting other potential transaction counterparties and preliminarily determined that any such outreach was subject to risks, particularly in terms of confidentiality and the possibility of losing the opportunity to transact with CleanSpark on attractive terms, that would likely outweigh any potential benefits. The GRIID special committee approved the indication of interest and authorized management to execute and deliver the indication of interest.

On May 31, 2024, Cozen O’Connor P.C., legal counsel to CleanSpark (“Cozen O’Connor”) sent a due diligence request list to Troutman Pepper Hamilton Sanders LLP (“Troutman”), counsel to GRIID.

On May 31, 2024, GRIID had a virtual meeting with Troutman Pepper and Aequum to discuss the time and responsibility checklist for the merger.

On June 3, 2024, Cozen O’Connor sent a draft merger agreement to Troutman Pepper. The draft merger agreement, among other things, contemplated affiliates of Mr. Kelly and certain other stockholders of GRIID entering into a voting agreement to vote for the proposal to approve the transaction at the special meeting of GRIID stockholders.

On June 3, 2024, GRIID and Lincoln executed an engagement letter, which was amended on June 22, 2024, which provided that no portion of Lincoln’s fees were contingent on the conclusions set forth in Lincoln’s opinion or the consummation of the transaction.

On June 3, 2024, GRIID had a virtual meeting with Lincoln, Troutman Pepper and Aequum to discuss the time and responsibility checklist for the fairness opinion due diligence.

On June 4, 2024 and June 6, 2024, GRIID had a virtual meeting with Troutman Pepper and Aequum to discuss the draft merger agreement.

Beginning on June 5, 2024, GRIID provided CleanSpark and Cozen O’Connor with access to a virtual data room containing documents responsive to CleanSpark’s due diligence request list. The virtual data room was iteratively updated with additional due diligence information throughout the ensuing transaction negotiations.

On June 6, 2024, Troutman Pepper provided a revised draft of the merger agreement to Cozen O’Connor. The revised draft of the merger agreement reflected a number of proposed changes, including, among other things, (i) the outstanding GRIID warrants will be converted into warrants of CleanSpark, (ii) removing the limitation on the cost of the D&O insurance policy, and (iii) adding covenants that CleanSpark and GRIID will enter into the prior CleanSpark credit agreement and the hosting agreement on the date of execution of the merger agreement.

On June 7, 2024, GRIID had a virtual meeting with Lincoln to discuss due diligence for the fairness opinion.

37

On June 10, 2024, GRIID, Troutman Pepper and Aequum had virtual meetings to discuss revisions to the merger agreement.

From June 11, 2024 to June 13, 2024, representatives of CleanSpark held virtual meetings with GRIID and executives of Brightridge, Lenoir City Utilities Board and Jackson City Electric Authority in order to conduct further diligence on GRIID power pipeline opportunities. These utility executives operate service territories where GRIID currently has operations and has plans for growth.

On June 14, 2024, Troutman Pepper, Aequum, Cozen O’Connor and Katten Muchin Rosenman LLP, CleanSpark’s securities counsel (“Katten”) had a virtual meeting to discuss open issues on the merger agreement, including (i) determination of the merger consideration and exchange ratio, (ii) treatment of outstanding GRIID warrants, (iii) payment obligations for the D&O policy, and (iv) certain closing conditions, including approval of the merger by holders of a majority of the outstanding shares of GRIID common stock not including shares held directly or indirectly by James D. Kelly III, the Chief Executive Officer of GRIID, and CleanSpark’s obligation to pay off or assume certain GRIID liabilities that are due and payable as of the closing of the merger on the closing date of the merger and to enter in to the prior CleanSpark credit agreement and the hosting agreement.

On June 18, 2024, Cozen O’Conner sent a revised draft of the merger agreement to Aequum and Troutman Pepper. The revised draft of the merger agreement, among other things, (i) accepted the addition that the GRIID warrants will be converted into warrants to purchase CleanSpark common stock, (ii) accepted the deletion of the limitation of a cost of the D&O insurance policy, and (iii) accepted the covenant to enter into the prior CleanSpark credit agreement and the hosting agreement simultaneous with the execution of the merger agreement.

On June 19, 2024, GRIID, CleanSpark, Troutman Pepper, Aequum, Cozen O’Connor and Katten had a virtual meeting to discuss open issues on the merger agreement, including (i) which party (i.e. GRIID or CleanSpark) would be responsible for the expenses related to the D&O insurance policy, (ii) treatment of certain GRIID warrants, and (iii) CleanSpark’s obligation to pay off all GRIID liabilities that are due and payable as of the closing of the merger on the closing date of the merger.

On June 20, 2024, GRIID, Troutman Pepper and Aequum had a virtual meeting to discuss negotiations with creditors of GRIID regarding potential debt reduction.

From June 20, 2024 to June 26, 2024, Mr. Kelly negotiated with certain creditors of GRIID debt reduction letters pursuant to which GRIID reduced the amount of its outstanding indebtedness from approximately $103 million to approximately $51 million so long as GRIID paid off such reduced indebtedness not later than July 15, 2024.

On June 20, 2024, GRIID had a virtual meeting with Lincoln to discuss due diligence for the fairness opinion.

On June 21, 2024, GRIID, Troutman Pepper and Aequum had a virtual meeting to discuss the latest draft of the merger agreement.

On June 21, 2024, Cozen O’Connor sent a draft of the prior CleanSpark credit agreement to Troutman Pepper.

On June 23, 2024, GRIID, Troutman Pepper and Aequum had a virtual meeting to discuss the draft prior CleanSpark credit agreement and GRIID also had a virtual meeting with Lincoln to continue to discuss due diligence for the fairness opinion, which discussions continued over the coming days.

On June 23, 2024 and June 24, 2024, GRIID, Troutman Pepper and Aequum had virtual meetings to discuss negotiations with creditors of GRIID regarding potential debt reduction.

38

On June 24, 2024, Aequum had a virtual meeting with the GRIID special committee to discuss the latest draft of the merger agreement.

On June 24, 2024, Troutman Pepper provided a revised draft of the prior CleanSpark credit agreement to Cozen O’Connor. The revised draft of the prior CleanSpark credit agreement reflected a number of proposed changes, including (i) providing for a total commitment under the prior CleanSpark credit agreement of $55,918,638.68 which represented the expected total outstanding indebtedness of GRIID at the time of the signing of the merger agreement after taking into account the debt reduction agreements negotiated between GRIID and each of its creditors plus $5 million to be used by GRIID for working capital, (ii) the payment of a fee equal to 1.5% of the aggregate commitment under the prior CleanSpark credit agreement only upon termination of the merger agreement, and (iii) providing that GRIID may make or hold investments in the form of bitcoin solely to the extent such bitcoin was self-mined by GRIID.

On June 24, 2024, CleanSpark delivered a draft hosting agreement to GRIID and on June 25, 2024 GRIID provided a revised draft of the hosting agreement which modified the revenue share percentage of mined bitcoin and the maintenance costs. These changes were approved by CleanSpark.

On June 25, 2024, Cozen O’Connor and Troutman Pepper had a virtual meeting to discuss the open issues of the prior CleanSpark credit agreement, including (i) structure of the loan (i.e. term loan plus revolver or single term loan), (ii) fees, (iii) default interest rate, (iv) exclusion of certain accounts and properties from the pledged collateral, and (iii) the ability of GRIID to incur any additional indebtedness.

On June 25, 2024, GRIID, Troutman Pepper and Aequum had a virtual meeting to discuss negotiations with certain creditors of GRIID regarding potential debt reduction.

Throughout the period of negotiations between CleanSpark and GRIID, the GRIID special committee and the GRIID board met on several occasions to consider and discuss the potential business combination transaction and were briefed in those meetings by GRIID management.

Throughout the period of negotiations between CleanSpark and GRIID, there were no communications among CleanSpark, GRIID and any of the officers or other employees of GRIID regarding employment following the closing of the merger.

On June 26, 2024, the GRIID special committee held a special meeting attended by representatives from Aequum, Troutman Pepper and Lincoln. A representative of Aequum updated the members of the GRIID special committee concerning their fiduciary duties in connection with the proposed transaction. Mr. Kelly attended part of the meeting and updated the GRIID special committee concerning price terms, timing of the transaction and GRIID’s prospects. Representatives from Aequum summarized for the GRIID special committee the terms and provisions of the merger agreement and the ancillary documents. Representatives from Lincoln presented Lincoln’s financial analysis and delivered Lincoln’s oral opinion, which was subsequently confirmed by delivery of a written opinion, dated June 26, 2024, addressed to the GRIID special committee and the GRIID board that, as of the date of such opinion, and based upon and subject to the qualifications, procedures, limitations and assumptions set forth therein, the merger consideration to be received by the GRIID stockholders in the merger pursuant to the merger agreement was fair, from a financial point of view, to the GRIID stockholders. At the instruction of GRIID, the GRIID special committee and the GRIID board, Lincoln had assumed that the merger consideration would be $1.30 per share of GRIID common stock for purposes of its opinion to the GRIID board and the GRIID special committee. Lincoln also understood that the merger consideration would be subject to change based on further negotiation with CleanSpark (such potential changes were not addressed in the opinion). Lincoln’s opinion is more fully described in the section of this proxy statement/prospectus titled “The Merger—Opinion of Lincoln International LLC” beginning on page 46. The members of the GRIID special committee unanimously adopted resolutions recommending that the board adopt and approve the merger agreement and the transactions under the merger agreement, including the merger.

39

On June 26, 2024, the GRIID board of directors held a meeting attended by representatives from Troutman Pepper, Aequum, and Lincoln to discuss the proposed merger transaction and consider the recommendation of the GRIID special committee to engage in a merger. Representatives of Troutman Pepper summarized the principal terms and conditions of the form of definitive merger agreement, as well as the voting agreement, prior CleanSpark credit agreement and the hosting agreement. Representatives of Troutman Pepper also then reviewed with the GRIID board its fiduciary duties in connection with the merger. Lincoln delivered its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated June 26, 2024, addressed to the GRIID special committee and the GRIID board that, as of the date of such opinion, and based upon and subject to the qualifications, procedures, limitations and assumptions set forth therein, the merger consideration to be received by the GRIID stockholders in the merger pursuant to the merger agreement was fair, from a financial point of view, to the GRIID stockholders. At the instruction of GRIID, the GRIID special committee and the GRIID board, Lincoln had assumed that the merger consideration would be $1.30 per share of GRIID common stock for purposes of its opinion to the GRIID board and the GRIID special committee. Lincoln also understood that the merger consideration would be subject to change based on further negotiation with CleanSpark (such potential changes were not addressed in the opinion). Lincoln’s opinion is more fully described in the section of this proxy statement/prospectus titled “The Merger—Opinion of Lincoln International LLC” beginning on page 46. The GRIID board discussed in detail the recommendation of the GRIID special committee and the advantages and disadvantages of the proposed transaction, including those described in “The Merger—GRIID Board’s and GRIID Special Committee’s Recommendation and Its Reasons for the Merger” below, including, among other things, the directors’ knowledge of GRIID’s business, financial condition, results of operations, and prospects, historical trading prices of GRIID common stock, and that the merger consideration is to be paid in all stock. Based on all of the factors which had been considered by the GRIID board at this and at its other meetings and based on the information considered by and the recommendation of the GRIID special committee, although not relying upon any one factor but considering all factors as a whole, the GRIID board, specifically adopted the recommendations of the GRIID special committee, the GRIID board approved the merger agreement and determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of GRIID and its stockholders and recommended that GRIID’s stockholders adopt the merger agreement. The GRIID board also approved the voting agreement, prior CleanSpark credit agreement and the hosting agreement.

Following the approval of the GRIID board, later in the evening on June 26, 2024, the parties proceeded with further negotiations and the execution of the merger agreement, voting agreements, the prior CleanSpark credit agreement and the hosting agreement and, prior to markets opening on June 27, 2024, issued a joint press release announcing the transaction.

On June 27, 2024, Lincoln was informed by GRIID, the GRIID special committee and the GRIID board that, after further negotiation with CleanSpark, the merger agreement was signed on the night of June 26, 2024 and included, among other things, further adjustments in respect of the merger consideration. As a result, Lincoln was asked by the GRIID special committee and the GRIID board to deliver a bring-down opinion dated June 27, 2024 with the assumption that the merger consideration, as of such date, was estimated to be no less than $1.16 per share of GRIID common stock based on a price of CleanSpark common stock of $16.587 per share. Lincoln subsequently delivered its written bring-down opinion, dated June 27, 2024, to the GRIID board and the GRIID special committee (in their capacities as such) that, as of the date of such opinion, and based upon and subject to the qualifications, procedures, limitations and assumptions set forth therein (including the foregoing assumption), the merger consideration to be received by the GRIID stockholders in the merger pursuant to the merger agreement was fair, from a financial point of view, to the GRIID stockholders. Lincoln’s opinion is more fully described in the section of this proxy statement/prospectus titled “The Merger—Opinion of Lincoln International LLC” beginning on page 46.

CleanSpark’s Rationale for the Transaction

At a meeting held on June 26, 2024, among other things, the CleanSpark board unanimously (i) determined that the merger agreement, the merger and the other transactions contemplated thereby are advisable, fair to and

40

in the best interests of CleanSpark and its stockholders, (ii) approved, adopted and declared advisable the merger agreement, (iii) approved, adopted and declared advisable the prior CleanSpark credit agreement and (iv) approved, adopted and declared advisable the form of voting agreement.

During the course of its evaluation of the merger agreement, prior CleanSpark credit agreement, voting agreement and the transactions contemplated thereby, the CleanSpark board held numerous meetings, consulted with CleanSpark’s senior management, legal counsel and financial and tax advisors, and reviewed and assessed a significant amount of information. In reaching its decision to approve the merger agreement, prior CleanSpark credit agreement, voting agreement and the transactions contemplated thereby, the CleanSpark board considered a number of factors, including, among others:

41

The CleanSpark board also considered a number of uncertainties and risks in its deliberations concerning the merger and the other transactions contemplated by the merger agreement, including the following:

The foregoing information and factors considered by the CleanSpark board are not intended to be exhaustive but are believed to include all of the material factors considered by the CleanSpark board. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the CleanSpark board did not find it useful to attempt, and did not attempt, to quantify, rank or otherwise assign relative weights to these factors. In considering the factors described above, individual members of the CleanSpark board may have given different weight to different factors. The CleanSpark board conducted an overall analysis of the factors described above, including thorough discussions with, and questioning of, CleanSpark’s management team, legal counsel and financial and tax advisors of CleanSpark, and considered the factors overall to be favorable to, and to support, its determination.

GRIID Board’s and GRIID Special Committee’s Recommendations and Its Reasons for the Merger

By unanimous vote, the GRIID special committee, at a meeting held on June 26, 2024, acting with the advice of its legal counsel, determined that the merger agreement and the merger are advisable and in the best interests of the stockholders of GRIID and recommended that the GRIID board adopt and approve the merger agreement and the transaction thereunder, including the merger.

By unanimous vote, the GRIID board, at a meeting held on June 26, 2024, acting with the advice of its legal counsel and upon the unanimous recommendation of the GRIID special committee, (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, GRIID and the GRIID stockholders; (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger; and (iii) resolved to recommend that the GRIID stockholders approve and adopt the merger agreement and the transactions contemplated thereby, including the merger.

Accordingly, the GRIID board unanimously recommends that GRIID stockholders vote “FOR” the merger proposal and “FOR” the adjournment proposal.

In reaching its determination and recommendation, the GRIID special committee and the GRIID board, as described above in the section entitled “The Merger—Background of the Merger” of this proxy statement/prospectus, held a number of meetings, consulted with GRIID’s management and its advisors at Aequum Law LLC and Lincoln, in the case of the GRIID special committee, and Lincoln and Troutman Pepper Hamilton Sanders LLP, in the case of the GRIID board, and considered a number of factors. In determining to recommend

42

that the GRIID stockholders vote for the merger proposal, the GRIID board considered GRIID’s special committee’s evaluation, analysis and unanimous recommendation, and the fact that the members of the GRIID special committee are not affiliated with management of GRIID, are not employees of GRIID or any of its affiliates and have no financial interest in the merger different from, or in addition to, the interests of GRIID’s stockholders, other than their interests described under “The Merger — Interests of Directors and Executive Officers of GRIID in the Merger” beginning on page 54.

The various factors the GRIID special committee and the GRIID board considered that weighed positively in favor of the proposal to adopt the merger agreement included, among others and not necessarily in order of relative importance:

43

44

The GRIID special committee and the GRIID board also considered a number of uncertainties, risks and factors it deemed generally negative or unfavorable in making its determination, approval and related recommendation, including the following (not necessarily in order of relative importance):

45

The GRIID special committee and the GRIID board believed that, overall, the potential benefits of the merger to GRIID stockholders outweighed the risks and uncertainties of the merger.

The foregoing discussion of factors considered by the GRIID special committee and the GRIID board in reaching its conclusions and recommendation includes the principal factors considered by the GRIID special committee and the GRIID board but is not intended to be exhaustive and may not include all of the factors considered by the GRIID special committee and the GRIID board, but includes the material factors considered by the GRIID special committee and the GRIID board. In light of the variety of factors considered in connection with its evaluation of the merger, the GRIID special committee and the GRIID board did not find it practicable to, and did not, quantify or otherwise assign relative or specific weights to the specific factors considered in reaching its determinations and recommendations. Rather, the GRIID special committee and the GRIID board viewed its decisions as being based on the totality of the factors and information it considered. Moreover, each member of the GRIID special committee and the GRIID board applied his or her own personal business judgment to the process and may have given different weight to different factors.

Opinion of Lincoln International LLC

Summary of Opinion

The GRIID special committee and the GRIID board retained Lincoln to provide an opinion to the GRIID special committee and the GRIID board as to whether the merger consideration to be received by the GRIID stockholders in the merger pursuant to the merger agreement was fair, from a financial point of view, to the GRIID stockholders. The GRIID special committee and the GRIID board selected Lincoln to act as their financial advisor because Lincoln is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger. As part of its investment banking business, Lincoln is regularly engaged in the valuation of businesses and their securities in a range of industries in connection with mergers and acquisitions.

On June 26, 2024, Lincoln rendered its oral opinion to the GRIID special committee and the GRIID Board (in their capacities as such), which was later confirmed by delivery of a written opinion, dated June 26, 2024, addressed to the GRIID special committee and the GRIID board that, as of the date of such opinion, and based upon and subject to the qualifications, procedures, limitations and assumptions set forth therein, the merger consideration to be received by the GRIID stockholders in the merger pursuant to the merger agreement was fair, from a financial point of view, to the GRIID stockholders. At the instruction of GRIID, the GRIID special committee and the GRIID board, Lincoln had assumed that the merger consideration would be $1.30 per share of GRIID common stock for purposes of its opinion to the GRIID board and the GRIID special committee. Lincoln also understood that the merger consideration would be subject to change based on further negotiation with CleanSpark (such potential changes were not addressed in the opinion).

On June 27, 2024, Lincoln was informed by GRIID, the GRIID special committee and the GRIID board that, after further negotiation with CleanSpark, the merger agreement was signed on the night of June 26, 2024

46

and included, among other things, further adjustments in respect of the merger consideration. As a result, Lincoln was asked by the GRIID special committee and the GRIID board to deliver a bring-down opinion dated June 27, 2024 with the assumption that the merger consideration, as of such date, was estimated to be no less than $1.16 per share of GRIID common stock based on a price of CleanSpark common stock of $16.587 per share. Lincoln subsequently delivered its written bring-down opinion, dated June 27, 2024, to the GRIID board and the GRIID special committee (in their capacities as such) that, as of the date of such opinion, and based upon and subject to the qualifications, procedures, limitations and assumptions set forth therein (including the foregoing assumption), the merger consideration to be received by the GRIID stockholders in the merger pursuant to the merger agreement was fair, from a financial point of view, to the GRIID stockholders. The June 26, 2024 opinion and the June 27, 2024 bring-down opinion are referred to in this summary as the “Opinion”.

Lincoln’s Opinion was directed to the GRIID special committee and the GRIID board (in their capacities as such) and only addressed the fairness from a financial point of view of the merger consideration to be received by the GRIID stockholders in the merger and did not address any other terms, aspects or implications of the merger, or any agreements, arrangements or understandings entered into in connection with the merger or otherwise (including, without limitation, the CleanSpark credit agreement or the hosting agreement). The Opinion was authorized for issuance by the Fairness Opinion Committee of Lincoln. The summary of Lincoln’s Opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written Opinion, which is attached as Annex E to this proxy statement/prospectus and which describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Lincoln in connection with the preparation of its Opinion. Neither Lincoln’s Opinion nor the summary of its Opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute advice or a recommendation to the GRIID special committee, the GRIID board, GRIID or any security holder as to how they should act or vote (or should have acted or voted) with respect to any matter relating to the merger or otherwise, or whether to proceed (or should have proceeded) with the merger or any related transaction. GRIID stockholders are urged to read the entire Opinion carefully and in its entirety for a discussion of the procedures followed, assumptions made, matters considered, limitations of the review undertaken by Lincoln in connection with the Opinion, as well as other qualifications contained in the Opinion.

In connection with its Opinion, Lincoln had, among other things:

a. Certain publicly available business and financial information relating to GRIID (including audited financial statements and unaudited interim financial statements) that Lincoln deemed to be relevant including GRIID’s Form 10-Q filed with the SEC on May 15, 2024, GRIID’s form 10-K/A filed with the SEC on April 26, 2024, GRIID’s Form 10-K filed with the SEC on April 16, 2024 and GRIID’s Form S-1 Registration Statement filed with the SEC on January 9, 2024 and amended on January 29, 2024;

b. GRIID’s internal monthly metrics reporting package for the months ended January 31, 2023 through April 30, 2024;

c. Weekly cash flow forecast for the weeks ending June 21, 2024 through October 18, 2024, provided to Lincoln by management of GRIID (the “Liquidity Forecast”);

d. Draft and final merger funds flow analysis provided to Lincoln by management of GRIID;

e. The merger agreement (and a draft of the merger agreement, dated as of June 25, 2024); and

f. Other documents relating to the history, past and current operations, financial condition and prospects, and probable future outlook of GRIID provided to Lincoln by management of GRIID;

47

In performing its analyses and rendering its Opinion with respect to the merger, Lincoln had, with the consent of GRIID, the GRIID special committee and the GRIID board, relied upon and assumed the accuracy and completeness of all of the financial, accounting, legal, tax and other information Lincoln reviewed, and Lincoln had not assumed any responsibility for the independent verification of, nor independently verified, any of such information. Lincoln relied upon the assurances of GRIID that they were unaware of any facts or circumstances that would make such information materially incomplete or misleading.

Lincoln relied upon the fact that the GRIID special committee, the GRIID board, and GRIID and all other parties involved in the merger had been advised by counsel and other advisors with respect to the merger and assumed that the merger would be consummated in a valid and timely manner that complies in all respects with all applicable federal and state statutes, rules and regulations, and that all necessary and appropriate procedures in connection with the merger would be duly, validly and timely taken.

Lincoln assumed that the trading price of shares of CleanSpark common stock was a reliable reflection of the fair market value of CleanSpark common stock. Accordingly, Lincoln had not, for purposes of its Opinion, performed an independent analysis regarding the fair market value of CleanSpark common stock to be issued as merger consideration at the effective time of the merger and had relied upon the instruction of GRIID, the GRIID special committee and the GRIID board to make certain assumptions regarding the merger consideration per share of GRIID common stock (as described above), as of the date of its Opinion, and that such assumed merger consideration per share of GRIID common stock was a reliable reflection of the fair market value of the merger consideration as of the date of the Opinion.

Lincoln relied upon the amounts reflecting the balance and accrued balance of GRIID’s total debt and debt-like obligations as set forth in the most recent financial information made available to Lincoln without taking into account any discounts or lower amounts in respect of such debt and debt-like obligations that GRIID may negotiate or agree with or had negotiated and agreed with creditors and other parties.

Lincoln further assumed that the Liquidity Forecast, GRIID’s energy pipeline and associated required investments, the unaudited interim financial statements, and other financial information provided to Lincoln by GRIID were reasonably prepared in good faith on a basis reflecting the best currently available estimates and judgments of the applicable parties who prepared them, and Lincoln assumed no responsibility for and expressed no opinion on the assumptions, estimates, and judgments on which the Liquidity Forecast, GRIID’s energy pipeline and associated required investments, interim financial statements, and other financial information were based.

Lincoln additionally assumed that in the course of obtaining any necessary regulatory and third-party consents, approvals and agreements for the merger, no modification, delay, limitation, restriction, or condition would be imposed that would have an adverse effect on GRIID or the merger.

48

Lincoln also assumed that (a) the representations and warranties of all parties to the merger agreement and all other related documents and instruments associated with the merger were true and correct, (b) each party to the merger agreement would fully and timely perform all of the covenants and agreements required to be performed by such party, and (c) the merger would be consummated in accordance with the terms outlined by the merger agreement and other documents made available to Lincoln, without waiver, modification or amendment of any term, condition or agreement therein that is material to Lincoln’s analysis.

Lincoln assumed that there had been no material change in the assets, liabilities, business, condition (financial or otherwise), results of operations, or prospects of GRIID since the date of the most recent financial information made available to Lincoln, and relied upon the assurances of GRIID management with regard thereto. Lincoln also assumed that the final terms of the merger would not vary materially from those set forth in the copies or drafts, as applicable, reviewed by Lincoln, and that the final versions of all documents conformed in all material respects to the drafts reviewed by Lincoln.

Lincoln informed the GRIID special committee and the GRIID board that to the extent that any of the foregoing assumptions or any of the facts on which the Opinion was based prove to be untrue in any material respect, the Opinion cannot and should not be relied upon.

GRIID had advised Lincoln that (i) GRIID’s financial condition raised substantial doubt as to its ability to continue as a going concern and the financial and operating results and liquidity needs of GRIID also raised substantial doubt as to the ability of GRIID to continue as a going concern, (ii) GRIID’s cash, cash equivalents and digital assets would be insufficient to enable GRIID to fund normal operations for a period of six months or more, (iii) GRIID had not been able to obtain, and did not believe it would be able to obtain, financing sufficient to fund GRIID on terms acceptable to GRIID, (iv) in the absence of the merger, GRIID would not be able to operate as a going concern and GRIID would need to liquidate and dissolve, (v) the value the GRIID stockholders would receive for GRIID’s assets in liquidation or dissolution could be significantly lower than the values reflected in GRIID’s internal financial statements, and (vi) any proceeds the GRIID stockholders would receive in a liquidation or dissolution of GRIID would be materially less than the merger consideration to be received by the GRIID stockholders in the merger.

Lincoln had prepared its Opinion as of the dates thereof. The Opinion was necessarily based on financial, economic, market and other conditions as they existed on and the information made available to Lincoln as of the dates thereof. Although subsequent developments may affect the Opinion, Lincoln does not have any obligation to update, revise or reaffirm the Opinion.

Lincoln did not evaluate GRIID’s or CleanSpark’s solvency and was not requested to make, and did not make, an independent evaluation or appraisal of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of GRIID, CleanSpark or any of their respective subsidiaries, nor was Lincoln furnished with any such evaluations or appraisals. Lincoln also did not express any view or opinion as to the impact of the merger on the solvency or the viability of GRIID or its ability to pay its obligations when they come due. Lincoln was not requested to, nor did Lincoln, participate in the negotiation or structuring of the merger (or any related transaction). Lincoln was not requested to, nor did Lincoln, initiate any discussions with, or solicit any indications of interest from, third parties with respect to the merger, the assets, businesses or operations of GRIID, or seek any alternatives to the merger. Lincoln assumed that the terms of the merger were the most beneficial terms, from the perspective of the GRIID stockholders that could, under the circumstances, be negotiated among the parties to the merger.

The Opinion (i) did not address the underlying business decision of the GRIID special committee, the GRIID board, GRIID or any other party to proceed with (or have proceeded with) or effect the merger or the relative merits of the merger as compared to other transaction structures, transactions or business strategies that may be available to GRIID, the GRIID special committee, or the GRIID board (ii) did not address or constitute a recommendation regarding the decision of the GRIID special committee and the GRIID board to authorize (or

49

have authorized) the execution of the merger agreement, or to engage (or to have engaged) in the merger, (iii) did not address the terms of any arrangements, understandings, agreements or documents related to, or the form or any other portion or aspect of, the merger or otherwise including, without limitation, the terms of the CleanSpark credit agreement or the hosting agreement, (iv) did not constitute advice or a recommendation to the GRIID special committee, the GRIID board, GRIID or any security holder as to how they should act or vote (or should have acted or voted) with respect to any matter relating to the merger or otherwise, or whether to proceed (or to have proceeded) with the merger or any related transaction, and (v) only addressed the fairness from a financial point of view of the merger consideration to be received by the GRIID stockholders in the merger and did not address any other terms, aspects or implications of the merger, or any agreements, arrangements or understandings entered into in connection with the merger or otherwise. Lincoln expressed no opinion about the fairness of any portion or aspect of the merger to (i) the holders of any class of securities, creditors or other constituencies of GRIID, or any other party, or (ii) any one class or group of GRIID’s or any other party’s security holders, creditors or other constituencies vis-à-vis any other class or group of GRIID’s or such other party’s security holders, creditors or other constituents (including, without limitation, the allocation of any merger consideration among or within such classes or groups of security holders, creditors or other constituents). The Opinion did not indicate that the merger consideration to be received is the best possibly attainable under any circumstances; instead, it merely stated whether the merger consideration to be received by the GRIID stockholders in the merger is within a range suggested by certain financial analyses. The decision as to whether to proceed with the merger or any related transaction depends on an assessment of factors unrelated to the financial analyses on which the Opinion was based.

Lincoln expressed no opinion as to what the market price or value of the stock of GRIID or CleanSpark would be after the announcement of the merger or how any such shares may trade at any time after the date thereof. The Opinion should not be construed as a valuation opinion, credit rating, solvency opinion, an analysis of GRIID’s or CleanSpark’s credit worthiness or solvency under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, as tax advice, or as accounting advice. Lincoln had not made, and assumed no responsibility to make, any representation, or render any opinion, as to any legal matter. Lincoln also expressed no opinion about the amount or nature of any compensation or equity arrangement to be given to GRIID’s officers, directors or employees, or class of such persons, in connection with the merger relative to the merger consideration in the merger.

It is understood that the Opinion was furnished for the use and benefit of the GRIID special committee and the GRIID board (in their capacities as such) in connection with their consideration of the merger. Lincoln has consented to the inclusion of the Opinion in its entirety to this proxy statement/prospectus (including the annexes hereto) and the description thereof in this proxy statement/prospectus. The Opinion does not create any fiduciary duty on the part of Lincoln to GRIID, the GRIID board, the GRIID special committee, the GRIID stockholders or any other party.

The Opinion was only one of the many factors considered by the GRIID special committee and the GRIID board in their evaluation of the merger and should not be viewed as determinative of the views of the GRIID special committee and the GRIID board with respect to the merger or the merger consideration.

Summary of Lincoln’s Financial Analysis

Set forth below is a summary of the material financial analysis reviewed by Lincoln with the GRIID board and the GRIID special committee on June 26, 2024 in connection with rendering its opinion, as well as a summary of the material financial analysis dated June 27, 2024 provided by Lincoln to the GRIID board and the GRIID special committee alongside its bring-down opinion dated such date.

The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Lincoln. Lincoln may have deemed various assumptions more or less probable than other assumptions, so the ranges resulting from any particular portion of

50

the analyses summarized below should not be taken to be Lincoln’s view of the actual value of GRIID. Some of the summaries of the financial analysis include information presented in tabular format. In order to fully understand the analyses, the table must be read together with the full text of the summary. The table is not intended to stand alone and alone does not constitute complete analyses.

In performing its analyses, Lincoln made numerous assumptions with respect to industry performance, general business and economic conditions, market and financial conditions, and other matters, many of which are beyond the control of Lincoln, GRIID or any other parties to the merger. None of GRIID or Lincoln or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by such estimates. In addition, analyses relative to the value of GRIID do not purport to be appraisals or reflect the prices at which GRIID may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before June 25, 2024 and is not necessarily indicative of current market conditions. Considering the data below without considering the full narrative description of the financial analysis, including the methodologies and assumptions underlying the analysis, could create a misleading or incomplete view of Lincoln’s financial analysis.

Selected Public Companies Analysis

Despite GRIID management’s significant doubt about GRIID’s ability to remain a going concern absent (a) a significant capital raising event, (b) a significant increase in the value of bitcoin and/or (c) a significant reduction of its operating expenses, Lincoln analyzed the value of GRIID on a going concern basis. Lincoln estimated the enterprise value of GRIID using a market-approach analysis, specifically the selected public companies analysis, and assumed GRIID continues to operate as a going concern. The market approach is a valuation technique that provides an estimation of value by applying valuation multiples to financial metrics for the subject company. The valuation process includes, but is not limited to, a comparison of various quantitative and qualitative factors between the subject business and other similar businesses.

Lincoln reviewed publicly available information and financial data related to selected public companies listed in the table below. Although none of these selected public companies were directly comparable to GRIID, Lincoln selected public companies in the crypto mining industry with operations for its analysis based on their similarity to GRIID, primarily in terms of business model, geographic footprint, financial performance, total and self-mining hash rate, existing power capacity and pipeline, power cost, hardware composition and usage, and other characteristics. None of the selected public companies were, or course, identical to GRIID and Lincoln did not have access to nonpublic information regarding any of these companies. As a result, a complete valuation analysis cannot be limited to a quantitative review of the selected public companies, but also requires complex consideration and judgments concerning differences in financial and operating characteristics of such companies, as well as other factors that could affect their value relative to that of GRIID. In evaluating the selected public companies, Lincoln made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Lincoln’s control. Therefore, the market approach is subject to certain limitations.

51

Share prices used in the selected public companies’ analysis were based on the closing price of shares of common stock of the selected public companies listed below as of June 25, 2024, and the current total hash rate for the selected public companies listed below were based on the total hash rates most recently reported publicly by such companies. The latest twelve-month (“LTM”) revenue metrics for the selected public companies were derived based on the latest reported full financial statements for such companies. The selected public companies and corresponding financial data were:

In order to estimate a range of enterprise value for GRIID, Lincoln applied the following ratios and multiples to Current Total Hash Rate (EH/s) and LTM Revenue, respectively, for GRIID:

Lincoln’s selected multiples for GRIID were based on the application of Lincoln’s professional judgement and experience using a comparative analysis that considered, among other things, certain quantitative and qualitative factors including, but not limited to, GRIID’s power cost, dollar per megawatt hour, and power pipeline capacity. Based on these selected valuation multiple reference ranges, the estimated implied enterprise value of GRIID ranged from $115.0 million to $165.0 million.

Summary of Analysis

Lincoln estimated the common equity value of GRIID by adding cash and cash equivalents, restricted cash and digital assets to the estimated enterprise value range from the selected public companies analysis and subtracting debt and debt-like items in accounts payable and accrued expenses and other current liabilities, resulting in an estimated range of indicated common equity value of GRIID of $6.0 million to $56.0 million.

Lincoln then estimated the per share common equity value of GRIID by dividing the estimated common equity value range by the number of fully diluted shares of common stock outstanding, as provided by GRIID management, adjusted for outstanding warrants, options and restricted stock units using the treasury stock method, resulting in an estimated range of indicated per share common equity value of GRIID of $0.08 to $0.78.

52

Lincoln then compared such estimated range to the assumed merger consideration per share of GRIID common stock of $1.30 and $1.16, noting that the assumed merger consideration per share of GRIID common stock was above such range.

Miscellaneous

Lincoln received customary fees from GRIID for its services as financial advisor to the GRIID board and the GRIID special committee, in the amount of $300,000, $100,000 of which was payable upon Lincoln’s retention, and $200,000 of which was payable upon Lincoln having informed the GRIID special committee and the GRIID board that Lincoln was prepared to render the Opinion. No portion of Lincoln’s fee was contingent upon the conclusion reached in its Opinion or upon the closing of the merger. In addition, GRIID has agreed to indemnify Lincoln and certain related parties against certain liabilities, and to reimburse Lincoln for certain expenses, arising in connection with or as a result of Lincoln’s engagement. Lincoln and its affiliates provide a range of investment banking and financial services and, in that regard, Lincoln and its affiliates may in the future provide, investment banking and other financial services to GRIID or CleanSpark and each of their respective affiliates, for which Lincoln and its affiliates would expect to receive compensation.

In the prior three years, Lincoln provided a fairness opinion to the board of directors of Adit in connection with its merger with GRIID and GRIID’s affiliates for which Lincoln received a fee of $500,000, as well as a reimbursement of expenses and customary indemnification. In the prior three years, Lincoln did not provide any services to CleanSpark or any of its affiliates.

GRIID Unaudited Forecasted Financial Information

GRIID does not as a matter of course make public projections as to future results. GRIID provided internally-derived weekly cash projections for the weeks ending June 21, 2024 through October 18, 2024 (the “GRIID management projections”) to Lincoln, in connection with its analyses in connection with the rendering of its opinion, as described in the section entitled “The Merger-Opinion of Lincoln International LLC” beginning on page 46.

The GRIID management projections were not prepared with a view towards public disclosure or compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. However, in the view of GRIID’s management, the GRIID management projections were prepared on a reasonable basis, reflected the best then-currently available estimates and judgments, and presented, to the best of GRIID’s management’s knowledge and belief, the expected course of action and the expected future financial performance of GRIID. The GRIID management projections reflect numerous assumptions, including economic, market and operational assumptions, all of which are difficult to predict and many of which are beyond GRIID’s control, such as the risks and uncertainties contained in the section titled “GRIID’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements.” The GRIID management projections are forward-looking statements that are based on growth assumptions, which are inherently subject to significant uncertainties and contingencies, many of which are beyond GRIID’s control. There will be differences between actual and projected results, and actual results may be materially greater or materially less than those contained in the projections. GRIID cautions that its assumptions may not materialize and that market developments and economic conditions may render such assumptions, although believed reasonable at the time they were made, subject to greater uncertainty.

EXCEPT AS REQUIRED BY APPLICABLE SECURITIES LAWS, GRIID DOES NOT INTEND TO MAKE PUBLICLY AVAILABLE ANY UPDATE OR OTHER REVISION TO THE PROJECTIONS. THE PROJECTIONS DO NOT TAKE INTO ACCOUNT ANY CIRCUMSTANCES OR EVENTS OCCURRING AFTER THE DATE THAT INFORMATION WAS PREPARED. READERS OF THIS PROXY STATEMENT/ PROSPECTUS ARE CAUTIONED NOT TO UNDULY RELY ON THE PROJECTIONS SET FORTH

53

BELOW. NONE OF GRIID, CLEANSPARK NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, ADVISORS OR OTHER REPRESENTATIVES HAS MADE OR MAKES ANY REPRESENTATION TO ANY PERSON REGARDING THE PROJECTIONS OR THE LIKELIHOOD THAT PROJECTED FINANCIAL AND OPERATING RESULTS WILL BE ACHIEVED.

The inclusion of the GRIID management projections in this proxy statement/prospectus should not be regarded as an indication that CleanSpark, GRIID, their respective directors, officers, advisors or other representatives considered, or now considers, such projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the merger. The GRIID management projections are not statements of fact and should not be relied upon as being necessarily indicative of future results. Readers of this proxy statement/prospectus, including investors or stockholders, are cautioned not to place undue reliance on this information. Accordingly, the projections should not be looked upon as “guidance” of any sort. You are cautioned not to unduly rely on the projections in making a decision regarding the business combination, as the GRIID management projections may be materially different than actual results. GRIID does not expect that it will refer back to the GRIID management projections in its future periodic reports filed under the Exchange Act.

The GRIID management projections were prepared by GRIID’s management. RSM US LLP, GRIID’s independent registered public accounting firm, has not examined, compiled or otherwise applied procedures with respect to the projections presented herein and, accordingly, expresses no opinion or any other form of assurance on them. The report of RSM US LLP included in this proxy statement/prospectus relates to historical financial information of GRIID. It does not extend to the projections and should not be read as if it does. You are encouraged to review the financial statements of GRIID included in this proxy statement/prospectus, and to not rely on any single financial measure.

GRIID’s management projections for the weeks ending June 21, 2024 through October 18, 2024 are presented in the following table:

The foregoing GRIID management projections were prepared using a number of assumptions, including the following assumptions that GRIID’s management believed to be material:

Interests of Directors and Executive Officers of GRIID in the Merger

In considering the recommendation of the GRIID board to vote in favor of the approval of the merger agreement, GRIID stockholders should be aware that GRIID’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of GRIID stockholders generally. The GRIID board was aware of these interests and considered them, among other matters, in evaluating and negotiating the merger agreement, in reaching its decision to approve and adopt the merger agreement and the transactions contemplated by the merger agreement (including the merger), and in recommending to GRIID

54

stockholders that the merger agreement be approved. Such interests are described below. The merger will be a “change in control” for purposes of the GRIID executive employment agreements described below.

The executive officers of GRIID for purposes of the discussion below are James D. Kelly III (Chief Executive Officer), Dwaine Alleyne (Chief Technology Officer), Alexander Fraser (General Counsel and Secretary), Michael Hamilton (Chief Research Officer), Gerard F. King II (Chief Operating Officer), Harry E. Sudock (Chief Strategy Officer) and Allan J. Wallander (Chief Financial Officer).

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above, and do not reflect or attempt to forecast certain compensation actions that may occur before completion of the merger, including any additional equity award grants, issuances or forfeitures that may occur prior to the effective time of the merger following the date of this proxy statement/prospectus. The assumed closing date is an illustrative date, which is subject to factors outside the parties’ control and is not necessarily indicative of the expected effective time of the merger. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, the actual amounts to be received by the executive officers of GRIID may materially differ from the amounts set forth below.

GRIID Stock Option Awards

At the effective time of the merger, each outstanding vested compensatory option to purchase shares of GRIID common stock will be canceled and converted into the right to receive that number of shares of CleanSpark common stock (rounded down to the nearest whole share) equal to the quotient of (i) the product of (A) the excess, if any, of the merger consideration value over the per share exercise price of the applicable option, multiplied by (B) the number of shares of GRIID common stock subject to such option immediately prior to the Effective Time, divided by (ii) $16.587 (which is the volume-weighted average price of CleanSpark common stock for the two consecutive trading days prior to the date of the merger agreement). Any GRIID option that has an exercise price per share of GRIID common stock that is equal to or greater than the merger consideration value will be canceled for no consideration.

GRIID Warrants

At the effective time of the merger, each outstanding and unexercised warrant to purchase shares of GRIID common stock will be converted into a warrant to purchase a number of shares of CleanSpark common stock, rounded down to the nearest whole share, that is equal to the product of (A) the number of shares of GRIID common stock subject to such warrant as of immediately prior to the effective time of the merger agreement, multiplied by (B) the exchange ratio. The exercise price per share of CleanSpark common stock underlying such warrant will be equal to the quotient obtained by dividing (x) the per share exercise price applicable to such warrant immediately prior to the effective time of the merger by (y) the exchange ratio, rounded up to the nearest whole cent. Each such CleanSpark warrant shall be on the same terms and conditions as were applicable under such GRIID warrant immediately prior to the effective time of the merger.

55

Indemnification and Insurance

Pursuant to the terms of the merger agreement, GRIID’s non-employee directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the merger. Such indemnification and insurance coverage is further described in the section entitled “The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance” beginning on page 86 of this proxy statement/prospectus.

Officer Change-in-Control Agreements

GRIID has entered into employment agreements with all of its executive officers (collectively, the “Employment Agreements”). Under the Employment Agreements, each GRIID executive officer will be eligible for the following change-in-control severance benefits upon a termination of employment without cause or for good reason, in either case, on or within 12 months following a change in control:

Based on the assumptions described above under “—Certain Assumptions,” the estimated aggregate value of the change-in-control severance benefits that GRIID’s executive officers would receive under their Employment Agreements upon a qualifying termination of employment following a change in control is approximately $9.5 million.

Acceleration of Annual Cash Compensation of GRIID Non-Employee Directors

Each non-employee director of the GRIID Board is entitled to receive annual retainer cash compensation in respect of his or her service on the GRIID board and committees of the GRIID board as applicable. The total aggregate annual retainer cash compensation payable to the non-employee directors of the GRIID board as a group is approximately $554,000 and such amount is payable in 4 equal quarterly installments. Upon closing of the merger, all unpaid portions of such annual retainer cash compensation due to each non-employee director of the GRIID Board shall be accelerated and become due and payable.

Potential Employment Arrangements with CleanSpark

Any of GRIID’s executive officers who become officers or employees or who otherwise are retained to provide services to CleanSpark or the surviving corporation may, prior to, on, or following the closing, enter into new individualized compensation arrangements with CleanSpark or the surviving corporation and may participate in cash or equity incentive or other benefit plans maintained by CleanSpark or the surviving corporation. As of the date of this proxy statement/prospectus, no new individualized compensation arrangements between GRIID’s executive officers and CleanSpark or the surviving corporation have been established.

56

Share Ownership of Directors, Executive Officers and Certain Beneficial Owners of GRIID

GRIID’s Directors and Executive Officers

The following table sets forth the number of shares and percentage of GRIID’s common stock beneficially owned by (i) each person, or group of affiliated persons, known by GRIID to beneficially own more than 5% of GRIID’s common stock, (ii) each of GRIID’s named executive officers, (iii) each of GRIID’s directors, and (iv) all of GRIID’s executive officers and directors as a group as of September 3, 2024. Except as otherwise indicated, the address for each of the named security holders is c/o GRIID Infrastructure Inc., 2577 Duck Creek Road, Cincinnati, Ohio 45212.

The percentage of beneficial ownership is calculated based on 70,898,615 shares of common stock outstanding as of September 3, 2024. Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security. The information contained in the following table does not necessarily indicate beneficial ownership for any other purpose. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

57

Accounting Treatment of the Merger

In accordance with current accounting guidance, the merger is expected to be accounted for using the acquisition method. As a result, the recorded assets and liabilities of CleanSpark will be carried forward at their recorded amounts, the historical operating results of CleanSpark will be unchanged for the prior periods being reported on, and the assets and liabilities of GRIID will be adjusted to their respective estimated fair values at the closing date of the merger. In addition, all identified intangible assets of GRIID will be recorded at estimated fair value and included as part of the net assets acquired. Any excess of the purchase price, consisting of (a) the number of shares of CleanSpark common stock to be issued to former GRIID stockholders, option holders and holders of restricted stock units awards, performance share awards or restricted stock awards, as applicable, at fair value, over (b) the fair value of the net assets acquired including identified intangible assets of GRIID on the closing date of the merger, will be accounted for as goodwill. In accordance with current accounting guidance, goodwill will not be amortized but will be evaluated for impairment annually. Identified finite life intangible assets will be amortized over their estimated lives. Further, the acquisition method of accounting will result in the operating results of GRIID being included in the operating results of CleanSpark beginning from the closing date of the merger.

Treatment of GRIID Existing Debt

On October 9, 2022, (i) GRIID Infrastructure LLC, a wholly owned subsidiary of GRIID (“GRIID LLC”), and GRIID Holdco, LLC, a wholly owned subsidiary of GRIID (“GRIID Holdco”), and those additional persons that are joined as a party thereto as borrowers (GRIID, together with such additional persons, each, a “borrower” and individually and collectively, jointly and severally, the “borrowers” and, together with GRIID LLC and GRIID Holdco, the “GRIID Parties”), entered into a Fourth Amended and Restated Credit Agreement (the “Blockchain credit agreement”) with (i) each of the lenders identified as a “Lender” on Annex I attached to the Blockchain credit agreement (each a “GRIID lender” and, collectively, the “GRIID lenders”), (ii) Blockchain Access UK Limited, acting not individually but as agent on behalf of, and for the benefit of, the GRIID lenders and all other secured parties named therein (in such capacity the “Agent”), and (iii) Blockchain Capital Solutions (US), Inc. (“Blockchain Capital” and together with the GRIID lenders and the Agent, the “Blockchain Parties”). On June 26, 2024, GRIID, the GRIID Parties and the Blockchain Parties entered into a Payoff Letter (the “GRIID payoff letter”). Pursuant to the GRIID payoff letter, the borrowers agreed to pay the Agent $15,000,000 (the “payoff amount”) and Blockchain Capital $2,750,000 (the “purchase amount”) as (i) payment and satisfaction in full of the loans and obligations under the Blockchain credit agreement (including, without limitation, principal, interest, default interest, fees, penalties, costs, and expenses of any kind, and all liabilities, obligations, covenants and agreements under the Amended and Restated Mining Services Agreement, dated October 9, 2022 between GRIID LLC and Blockchain Capital and (ii) payment in full of the purchase price for the certain mining equipment.

Pursuant to the merger agreement, on June 26, 2024, CleanSpark and GRIID entered into a senior secured term loan credit agreement (the “prior CleanSpark credit agreement”) under which CleanSpark provided a term

58

loan of $55,918,638.68 (the “term loan amount”) to GRIID, which amounts GRIID is permitted to use solely for certain purposes as set forth in the prior CleanSpark credit agreement. The entire term loan amount was borrowed on June 26, 2024, and any amounts repaid prior to the maturity date cannot be reborrowed.

Further, on August 2, 2024, CleanSpark and GRIID amended and restated the prior CleanSpark credit agreement (as amended and restated, the “CleanSpark credit agreement”) to include, in addition to the term loan amount, a new delayed draw term loan facility of $40,000,000 (the “delayed draw facility”), which amounts GRIID is permitted to request pursuant to the terms of the CleanSpark credit agreement and use solely for certain purposes as set forth in the CleanSpark credit agreement. Pursuant to the CleanSpark credit agreement, $5,000,000 of the delayed draw facility was borrowed on August 5, 2024, and any amounts borrowed and repaid prior to the maturity date cannot be reborrowed.

The maturity date of all loans under the CleanSpark credit agreement is the earlier of (i) June 26, 2025, or (ii) 90 days after the termination of the merger transaction between CleanSpark and GRIID under the merger agreement (other than a termination resulting solely from the breach of CleanSpark). On the maturity date, the principal and any accrued but unpaid interest must be paid. The term loan bears interest at a rate of 8.5% per annum. The CleanSpark credit agreement contains customary representations, warranties, covenants, and events of default for a deal of this type. For more information, refer to the full text of the CleanSpark credit agreement attached as Annex C to this proxy statement/prospectus.

GRIID immediately used (i) $15,000,000 of the term loan amount to pay the Agent the payoff amount, (ii) $2,750,000 of the term loan amount to pay Blockchain Capital the purchase amount; (ii) $17,631,639 in outstanding payables of GRIID; (iii) $18,277,500 of the term loan amount to payoff outstanding principal and accrued and unpaid interest on promissory notes GRIID issued to accredited investors in private placements of GRIID that occurred throughout 2022 and 2023; and (iv) $5,000,000 of the term loan amount for working capital purposes.

Upon payment of the payoff amount and the purchase amount, the Blockchain credit agreement and all obligations thereunder terminated.

Further, under the merger agreement, all indebtedness, payables and other liabilities of GRIID that are due and payable as of the effective time of the merger will be paid off and extinguished at such time.

Treatment of GRIID Equity Awards

GRIID Restricted Stock Units

The merger agreement provides that, at the effective time, each GRIID restricted stock unit award that is outstanding immediately prior to the effective time will immediately vest with respect to 100% of the shares of GRIID common stock subject to such GRIID restricted stock unit award, which shares of GRIID common stock will be converted into the right to receive the merger consideration with respect to each share of GRIID common stock.

GRIID Options

The merger agreement provides that, at the effective time, each outstanding vested compensatory option to purchase shares of GRIID common stock will be canceled and converted into the right to receive that number of shares of CleanSpark common stock (rounded down to the nearest whole share) equal to the quotient of (i) the product of (A) the excess, if any, of the merger consideration value over the per share exercise price of the applicable option, multiplied by (B) the number of shares of GRIID common stock subject to such option immediately prior to the effective time, divided by (ii) the volume-weighted average price of CleanSpark common stock for the two consecutive trading days prior to the date of the merger agreement. Any GRIID option that has an exercise price per share of GRIID common stock that is equal to or greater than the merger consideration value will be canceled for no consideration.

59

For additional information on GRIID’s equity awards, see “The Merger-Interests of Directors and Executive Officers of GRIID in the Merger” beginning on page 54.

Treatment of GRIID Warrants

At the effective time, each outstanding and unexercised warrant to purchase shares of GRIID common stock will be converted into a warrant to purchase a number of shares of CleanSpark common stock, rounded down to the nearest whole share, that is equal to the product of (A) the number of shares of GRIID common stock subject to such warrant as of immediately prior to the effective time, multiplied by (B) the exchange ratio. The exercise price per share of CleanSpark common stock underlying such warrant will be equal to the quotient obtained by dividing (x) the per share exercise price applicable to such warrant immediately prior to the effective time by (y) the exchange ratio, rounded up to the nearest whole cent. Each such CleanSpark warrant shall be on the same terms and conditions as were applicable under such GRIID warrant immediately prior to the effective time.

No Appraisal Rights

GRIID stockholders are not entitled to appraisal rights in connection with the merger.

Appraisal rights are statutory rights that enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the transaction.

Holders of shares of GRIID common stock will not have rights to an appraisal of the fair value of their shares. Under the DGCL, appraisal rights are not available for the shares of any class or series if the shares of the class or series are listed on a national securities exchange or held of record by more than 2,000 holders on the record date, unless the stockholders are required to receive in exchange for their shares anything other than shares of stock of the surviving or resulting corporation, shares of stock or depository receipts in respect thereof of any other corporation that will be either listed on a national securities exchange or held of record by more than 2,000 holders at the effective time of the merger, cash in lieu of fractional shares or fractional depositary receipts or any combination of the foregoing. Shares of GRIID common stock are listed on The Nasdaq Global Market as of the GRIID record date, and GRIID stockholders will receive CleanSpark common stock pursuant to the merger agreement and cash in lieu of fractional shares. Approval for the listing of the shares of CleanSpark common stock on The Nasdaq Capital Market is a condition to completion of the merger.

Nasdaq Listing of CleanSpark Common Stock; Delisting and Deregistration of GRIID Common Stock

Prior to the completion of the merger, CleanSpark has agreed to take all necessary action to cause the shares of CleanSpark common stock to be issued in connection with the merger to be approved for listing on The Nasdaq Capital Market subject to official notice of issuance. The listing on The Nasdaq Capital Market of the shares of CleanSpark common stock to be issued in connection with the merger is also a condition to completion of the merger.

Prior to the effective time of the merger, GRIID will cooperate with CleanSpark and use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable on its part pursuant to applicable law and the rules and regulations of The Nasdaq Capital Market to cause (i) the delisting of GRIID common stock from The Nasdaq Global Market as promptly as practicable after the effective time of the merger, (ii) the delisting of GRIID public warrants from The Nasdaq Global Market as promptly as practicable after the effective time of the merger, (iii) the delisting of GRIID common stock from Cboe Canada as promptly as practicable after the effective time of the merger, and (iv) the deregistration of GRIID common stock pursuant to the Exchange Act as promptly as practicable after such delistings. If the merger is completed, GRIID common stock will cease to be listed on The Nasdaq Global

60

Market and Cboe Canada, and GRIID common stock will be deregistered under the Exchange Act, after which GRIID will no longer be required under SEC rules and regulations to file periodic reports with the SEC in respect of GRIID common stock. Following the closing of the merger, CleanSpark intends to list the CleanSpark warrants exchanged for the GRIID public warrants on The Nasdaq Capital Market.

GRIID is a “reporting issuer” (as such term is defined in the Securities Act (Ontario)). Following completion of the merger, GRIID will file an application to cease to be a reporting issuer with the OSC pursuant to NP 11-206 of the Canadian Securities Administrators. In the event that CleanSpark becomes a reporting issuer as a result of the completion of the merger, CleanSpark also intends to file an application to cease to be a reporting issuer with the OSC pursuant to NP 11-206.

Upon the grant of an order by the OSC that GRIID or CleanSpark, as applicable, has ceased to be a reporting issuer, such company will no longer be required under applicable Canadian securities laws to provide certain specified ongoing disclosure or continuous disclosure about its business operations and management.

Litigation Relating to the Merger

In the event any proceeding by any stockholder of GRIID or CleanSpark is commenced or to the knowledge of GRIID or CleanSpark, as applicable, threatened, that questions the validity or legality of the transactions contemplated by the merger agreement or seeks damages in connection therewith (“transaction litigation”), GRIID or CleanSpark, as applicable, will promptly notify the other party of such proceeding and keep the other party reasonably informed with respect to the status thereof. GRIID has agreed to give CleanSpark a reasonable opportunity to participate in the defense or settlement of any such proceeding and to consult regularly with CleanSpark in good faith and give reasonable consideration to CleanSpark’s advice with respect to such proceeding; provided, that GRIID may not cease to defend, consent to the entry of any judgment, settle or offer to settle any such proceeding without the prior written consent of CleanSpark (which consent shall not be unreasonably withheld, conditioned or delayed).

Material U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of GRIID Common Stock

The following is a general discussion of the material U.S. federal income tax consequences of the merger to U.S. holders (as defined below) of GRIID common stock that exchange their GRIID common stock for CleanSpark common stock in the merger.

This discussion is based upon the Code, its legislative history, U.S. Treasury regulations promulgated under the Code and judicial and administrative rulings and decisions, all as in effect on the date of this proxy statement/prospectus. These authorities may change, possibly retroactively, or be subject to differing interpretations, and any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion.

This discussion addresses only those U.S. holders (as defined below) of GRIID common stock that hold their GRIID common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion is not a complete description of all of the U.S. federal income tax consequences of the merger and, in particular, does not address any tax consequences arising under the Medicare contribution tax on net investment income or the Foreign Account Tax Compliance Act of 2010 (including the U.S. Treasury regulations promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith), nor does it address any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction, or under any U.S. federal laws other than those pertaining to the income tax (such as estate or gift tax laws). Further, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to you in light of your individual circumstances or that may be applicable to you if you are subject to special treatment under the U.S. federal income tax laws, including if you are:

61

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of shares of GRIID common stock that is, for U.S. federal income tax purposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation created or organized in or under the laws of the United States or any state thereof or the District of Columbia, (3) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) such trust has made a valid election to be treated as a U.S. person for U.S. federal income tax purposes, or (4) an estate the income of which is subject to U.S. federal income taxation regardless of its source. Beneficial owners of GRIID common stock that are not U.S. holders should consult their own tax advisors as to the U.S. federal income tax consequences of the merger.

If an entity or an arrangement treated as a partnership for U.S. federal income tax purposes holds shares of GRIID common stock, the U.S. federal income tax consequences to a partner in such partnership (or owner of such entity) generally will depend on the status of the partner (or member) and the activities of the partnership (or entity). Any entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds shares of GRIID common stock, and any persons that, for U.S. federal income tax purposes, are treated as partners in such partnership, should consult their own tax advisors with respect to the tax consequences of the merger in their specific circumstances.

This discussion is not tax advice and does not purport to be a complete analysis or discussion of all U.S. federal income tax considerations relating to the merger. The tax consequences of the merger may be complex and will depend on your specific situation and factors not within CleanSpark or GRIID’s control.

62

You should consult your own tax advisor as to the tax consequences of the merger in your particular circumstances, including the applicability and effect of the alternative minimum tax and any U.S. federal, U.S. state or local, non-U.S. or other tax laws and of changes in such laws.

In General

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and CleanSpark and GRIID intend to report the merger consistent with such qualification. In the merger agreement, each of CleanSpark and GRIID represents that it has not taken or agreed to take any action, and is not aware, after reasonable diligence, of the existence of any fact or circumstance that could reasonably be expected to prevent or impede the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. In addition, each of CleanSpark and GRIID agree not to (and not to permit their subsidiaries to) take any action that would prevent or impede, or could reasonably be expected to prevent or impede, the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code and to use (and to cause their respective subsidiaries to use) its reasonable best efforts to cause the merger to so qualify.

Material U.S. Federal Income Tax Consequences of the Merger to U.S. Holders

Unless otherwise noted, the legal conclusions set forth under this section (“-Material U.S. Federal Income Tax Consequences of the Merger to U.S. Holders”), relating to the material U.S. federal income tax consequences of the merger to U.S. holders of GRIID common stock, and subject to the limitations, assumptions and qualifications described herein and in the opinion filed as Exhibit 8.1, are the opinion of Troutman Pepper Hamilton Sanders LLP, special counsel to GRIID.

If a U.S. holder of GRIID common stock acquired different blocks of GRIID common stock at different times or at different prices, such U.S. holder’s basis and holding period in its shares of CleanSpark common stock may be determined separately with reference to each block of GRIID common stock. Any such U.S. holder should consult its tax advisor regarding the determination of the tax basis and/or holding periods of the particular shares of CleanSpark common stock received in the merger.

A U.S. holder of GRIID common stock who receives cash instead of a fractional share of CleanSpark common stock generally will be treated as having received such fractional share pursuant to the merger, and then as having sold such fractional share for cash. As a result, such U.S. holder generally will recognize gain or loss based on the difference, if any, between the amount of such cash received and the U.S. holder’s tax basis in such fractional share of CleanSpark common stock (determined as described above). Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the U.S. holder’s holding period in the fractional share of CleanSpark common stock deemed to be received exceeds one year at the effective time of the merger. The deductibility of capital losses is subject to limitation.

63

Backup Withholding

Payments of cash to U.S. holders in lieu of a fractional share of CleanSpark common stock in connection with the merger generally will be subject to information reporting and may be subject to backup withholding (currently at a rate of 24%). To prevent backup withholding, U.S. holders should:

Any amounts withheld under the backup withholding rules are not an additional tax and will generally be allowed as a refund or credit against a U.S. holder’s U.S. federal income tax liability, if any, provided that such U.S. holder timely furnishes the required information to the IRS.

The preceding discussion is intended only as a summary of the material U.S. federal income tax consequences of the merger and is not tax advice. It is not a complete analysis or discussion of all potential tax considerations that may be important to a holder of GRIID common stock. Holders of GRIID common stock should consult their own tax advisors with respect to the tax consequences of the merger in their particular circumstances, including the applicability and effect of the alternative minimum tax and any U.S. federal, U.S. state or local, non-U.S. or other tax laws and of changes in such laws.

Restrictions on Sales of Shares of CleanSpark Common Stock Received in the Merger

All shares of CleanSpark common stock received by GRIID stockholders in the merger will be freely tradable for purposes of the Securities Act and the Exchange Act except for shares of CleanSpark common stock received by any GRIID stockholder who becomes an “affiliate” of CleanSpark after completion of the merger. This proxy statement/prospectus does not cover resales of shares of CleanSpark common stock received by any person upon completion of the merger, and no person is authorized to make any use of this proxy statement/prospectus in connection with any resale.

Certain Contracts between CleanSpark and GRIID

In addition to the merger agreement, the following sets forth certain agreements among CleanSpark and GRIID.

Credit Agreement

On June 26, 2024, concurrently with the execution and delivery of the merger agreement, CleanSpark and GRIID entered into the prior CleanSpark credit agreement under which CleanSpark provided a term loan of $55,918,638.68 to GRIID, which amounts GRIID are permitted to use solely for certain purposes as set forth in the prior CleanSpark credit agreement. The entire term loan amount was borrowed on June 26, 2024, and any amounts repaid prior to the maturity date cannot be reborrowed.

Further, on August 2, 2024, CleanSpark and GRIID entered into the CleanSpark credit agreement to include, in addition to the term loan amount, the delayed draw term loan facility of $40,000,000, which amounts GRIID is permitted to request pursuant to the terms of the CleanSpark credit agreement and use solely for certain purposes as set forth in the CleanSpark credit agreement. Pursuant to the CleanSpark credit agreement, $5,000,000 of the delayed draw facility was borrowed on August 5, 2024, and any amounts borrowed and repaid prior to the maturity date cannot be reborrowed.

64

For a more detailed discussion of the CleanSpark credit agreement, see “The Merger-Treatment of GRIID Existing Debt” beginning on page 58, and the full text of the CleanSpark credit agreement attached as Annex C to this proxy statement/prospectus.

Voting Agreements

On June 26, 2024, concurrently with the execution and delivery of the merger agreement, GRIID Holdings and Adit Edtech entered into voting agreements with CleanSpark, pursuant to which, among other things, each such stockholder agreed to vote the shares of GRIID common stock held by such stockholder in favor of the approval of the merger agreement. On June 28, 2024, certain other stockholders of GRIID, which, together with Adit EdTech, are intended to represent a majority of the outstanding shares of GRIID common stock, excluding shares held by GRIID Holdings or James D. Kelly III, entered into voting agreements with CleanSpark on the same terms.

For a more detailed discussion of the voting agreements, see “The Voting Agreements” beginning on page 96.

Hosting Agreement

On June 26, 2024, concurrently with the execution and delivery of the merger agreement, CleanSpark and GRIID entered into the hosting agreement, pursuant to which GRIID agreed to host and power certain of CleanSpark’s cryptocurrency mining equipment at GRIID facilities. In accordance with the terms of the hosting agreement, all of the power available for use at GRIID’s facilities was made available for use by CleanSpark. The initial term of the hosting agreement is one-year, after which it automatically renews for up to seven additional six-month periods unless CleanSpark provides GRIID written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current initial term or renewal term, as applicable. In addition to allowing for termination rights by either party in the event of uncured breach by the other, CleanSpark has additional termination rights relating to GRIID ceasing to conduct its business in the normal course, GRIID’s insolvency and upon the occurrence of certain bankruptcy-related events, as set forth in the hosting agreement.

Under the hosting agreement, GRIID must use its best efforts to terminate all other existing hosting agreements and is further prohibited from renewing any existing hosting agreement or entering into new agreements with third parties providing for hosting, colocation mining and similar services at GRIID’s facilities.

Under the terms of the hosting agreement, CleanSpark paid a refundable deposit to GRIID in the amount of $1 million. Pursuant to the hosting agreement, CleanSpark will pay GRIID certain service fees based on allocable operating costs incurred by GRIID and for kilowatt hours consumed by CleanSpark’s mining equipment, along with a variable performance fee calculated based on the profitability of the bitcoin mined during the relevant payment period.

For more information, see “The Merger Agreement-Hosting Agreement” beginning on page 89 and the full text of the hosting agreement attached as Annex D to this proxy statement/prospectus.

65

THE MERGER AGREEMENT

This section describes the material terms of the merger agreement, which was executed on June 26, 2024. The description of the merger agreement in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus and is incorporated by reference herein in its entirety. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. You are encouraged to read the merger agreement carefully and in its entirety because it is the legal document that governs the merger.

Explanatory Note Regarding the Merger Agreement

The merger agreement and this summary are included solely to provide you with information regarding the terms of the merger agreement. Factual disclosures about CleanSpark, GRIID, or any of their respective subsidiaries or affiliates contained in this proxy statement/prospectus or in CleanSpark’s or GRIID’s public reports filed with the SEC may supplement, update or modify the factual disclosures about CleanSpark or GRIID, as applicable, contained in the merger agreement. The representations, warranties and covenants made in the merger agreement by CleanSpark, GRIID and Merger Sub were made solely for the purposes of the merger agreement and as of specific dates and were qualified and subject to important limitations agreed to by CleanSpark, GRIID and Merger Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to complete the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases were qualified by the matters contained in the respective disclosure letters that CleanSpark and GRIID delivered to each other in connection with the merger agreement, which disclosures were not reflected in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since June 26, 2024. You should not rely on the merger agreement representations, warranties, covenants or any descriptions thereof as characterizations of the actual state of facts of CleanSpark, GRIID and Merger Sub or any of their respective subsidiaries or affiliates.

The Merger

Upon the terms and subject to the conditions of the merger agreement, at the effective time of the merger, Merger Sub will be merged with and into GRIID in accordance with the DGCL. As a result of the merger, the separate existence of Merger Sub will cease and GRIID will continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, we sometimes refer to GRIID as the “surviving corporation”).

At the effective time of the merger, the merger will have the effects set forth in the merger agreement and the applicable provisions of the DGCL and all the property, rights, privileges, powers and franchises of each of GRIID and Merger Sub will vest in the surviving corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of GRIID and Merger Sub will become the debts, liabilities, obligations, restrictions, disabilities and duties of the surviving corporation.

Closing

Unless otherwise mutually agreed to in writing between CleanSpark and GRIID, the completion of the merger will take place at 8:00 a.m. Las Vegas, Nevada time on the third business day immediately following the

66

satisfaction or waiver of the conditions to the completion of the merger (other than any such conditions which by their nature cannot be satisfied until the closing date, which will be required to be so satisfied or (to the extent permitted by applicable law) waived in accordance with the merger agreement on the closing date). For more information on the conditions to the completion of the merger, please see the section entitled “The Merger Agreement—Conditions to Completion of the Merger.” We refer to the date on which the completion of the merger occurs as the “closing date.”

As soon as practicable on the closing date after the completion of the merger, a certificate of merger prepared and executed in accordance with the relevant provisions of the DGCL will be filed with the Office of the Secretary of State of the State of Delaware and the merger will become effective upon the filing and acceptance of such certificate of merger with the Office of the Secretary of State of the State of Delaware, or at such later time as agreed in writing by CleanSpark and GRIID and specified in such certificate of merger.

Organizational Documents; Directors and Officers

At the effective time of the merger, the certificate of incorporation of GRIID in effect immediately prior to the effective time of the merger will be amended and restated in its entirety as of the effective time of the merger to be in the form set forth in Annex B to the merger agreement, and as so amended will be the certificate of incorporation of the surviving corporation, until duly amended, in accordance with the provisions of the merger agreement and as provided therein or by applicable law.

CleanSpark and GRIID have agreed to take all actions necessary so that the bylaws of Merger Sub in effect immediately prior to the effective time of the merger will be the bylaws of the surviving corporation, until duly amended, in accordance with the provisions of the merger agreement and as provided therein or by applicable law.

CleanSpark and GRIID have agreed to take all necessary action such that from and after the effective time of the merger, the directors of Merger Sub will be the directors of the surviving corporation and the officers of Merger Sub will be the officers of the surviving corporation, and such directors and officers will serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the organizational documents of the surviving corporation.

Prior to the effective time of the merger, CleanSpark has agreed to take all necessary corporate action so that upon and after the effective time of the merger, the directors of Merger Sub immediately prior to the effective time of the merger will be the initial directors of the surviving corporation, each to hold office in accordance with the certificate of incorporation and the by-laws of the surviving corporation, and the officers of Merger Sub immediately prior to the effective time of the merger will be the initial officers of the surviving corporation, in each case until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.

Upon the completion of the merger, the current directors and executive officers of CleanSpark are expected to continue in their current positions, other than as may be publicly announced by CleanSpark in the normal course.

Effect of the Merger on Capital Stock; Merger Consideration

At the effective time of the merger, by virtue of the merger and without any action on the part of CleanSpark, Merger Sub, GRIID, or any holder of any securities of CleanSpark, Merger Sub or GRIID:

67

The term “exchange ratio” means the quotient obtained by dividing the aggregate merger consideration by the total number of shares of GRIID common stock issued and outstanding as of the closing date of the merger and the term “aggregate merger consideration” means the quotient obtained by dividing (x) the sum of (i) $155,000,000 minus (ii) the amount of GRIID’s outstanding liabilities due and payable as of the closing date of the merger (net of cash on hand), including all indebtedness (as defined in the merger agreement), plus up to $5 million in severance obligations that would be due and payable upon termination of certain employees identified by CleanSpark prior to the closing date, by (y) $16.587 (which is the volume-weighted average price of CleanSpark common stock for the two consecutive trading days prior to the date of the merger agreement). For purposes of calculating the aggregate merger consideration, GRIID and CleanSpark have agreed that no more than $4,250,000 of the delayed draw term loan facility provided by CleanSpark to GRIID on August 2, 2024 may be included as GRIID’s outstanding liabilities as of the closing date. Assuming that as of the closing of the merger (i) there are 72,340,476 shares of GRIID common stock outstanding, (ii) GRIID having $68,485,430 in estimated outstanding liabilities due and payable, (iii) GRIID having $3,786,779 in estimated cash on hand and (iv) there will be $5 million in severance obligations that will be due and payable, the estimated exchange ratio is 0.071 (i.e. each share of GRIID common stock will be exchanged for 0.071 shares of CleanSpark common stock). The estimated exchange ratio and the foregoing numbers and percentages are approximates based on assumptions and are subject to change. The actual exchange ratio and numbers as of the closing of the merger may change.

All such shares of GRIID common stock, when so converted, will cease to be outstanding and will automatically be canceled and cease to exist. Each holder of a share of GRIID common stock that was outstanding immediately prior to the effective time of the merger (excluding any excluded shares) will cease to have any rights with respect thereto, except the right to receive the merger consideration, any dividends or other distributions paid with respect to such shares following the effective time and any cash to be paid in lieu of any fractional shares of CleanSpark common stock, in each case to be issued or paid in consideration therefor upon the exchange of any certificates or book-entry shares.

All shares of GRIID common stock held by GRIID as treasury shares or by CleanSpark or Merger Sub immediately prior to the effective time of the merger and, in each case, not held on behalf of third parties (which we refer to collectively as “excluded shares”) will automatically be canceled and cease to exist as of the effective time of the merger, and no consideration will be delivered in exchange for excluded shares.

In the event of any change in the number of shares of GRIID or CleanSpark common stock or securities convertible or exchangeable into or exercisable for shares of GRIID or CleanSpark common stock (in each case issued and outstanding after June 26, 2024 and before the effective time) by reason of any stock split, reverse stock split, stock dividend, subdivision, reclassification, recapitalization, combination, exchange of shares or the like, the merger consideration will be equitably adjusted to reflect the effect of such change.

Treatment of GRIID Equity Awards

GRIID Restricted Stock Units

At the effective time of the merger, each GRIID restricted stock unit award that is outstanding immediately prior to the effective time of the merger will immediately vest with respect to 100% of the shares of GRIID common stock subject to such GRIID restricted stock unit award, which shares of GRIID common stock will be converted into the right to receive the merger consideration with respect to each share of GRIID common stock.

68

GRIID Options

At the effective time of the merger, each outstanding vested compensatory option to purchase shares of GRIID common stock will be canceled and converted into the right to receive that number of shares of CleanSpark common stock (rounded down to the nearest whole share) equal to the quotient of (i) the product of (A) the excess, if any, of the merger consideration value over the per share exercise price of the applicable option, multiplied by (B) the number of shares of GRIID common stock subject to such option immediately prior to the effective time, divided by (ii) $16.587 (which is the volume-weighted average price of CleanSpark common stock for the two consecutive trading days prior to the date of the merger agreement). Any GRIID option that has an exercise price per share of GRIID common stock that is equal to or greater than the merger consideration value will be canceled for no consideration.

Treatment of GRIID Warrants

At the effective time of the merger, each outstanding and unexercised warrant to purchase shares of GRIID common stock will be converted into a warrant to purchase a number of shares of CleanSpark common stock, rounded down to the nearest whole share, that is equal to the product of (A) the number of shares of GRIID common stock subject to such warrant as of immediately prior to the effective time, multiplied by (B) the exchange ratio. The exercise price per share of CleanSpark common stock underlying such warrant will be equal to the quotient obtained by dividing (x) the per share exercise price applicable to such warrant immediately prior to the effective time by (y) the exchange ratio, rounded up to the nearest whole cent. Each such CleanSpark warrant shall be on the same terms and conditions as were applicable under such GRIID warrant immediately prior to the effective time of the merger.

Payment for Securities; Exchange

Prior to the effective time of the merger, CleanSpark has agreed to enter into an agreement with Securities Transfer Corporation, to act as agent for the holders of GRIID common stock in connection with the merger (which we refer to as the “exchange agent”) and to receive the merger consideration and cash sufficient to pay cash in lieu of fractional shares to which such holders are entitled. Promptly after the effective time, CleanSpark has agreed to deposit with the exchange agent, for the benefit of the holders of eligible shares GRIID common stock, the number of shares of CleanSpark common stock issuable as merger consideration pursuant to the merger agreement. CleanSpark has also agreed to make available to the exchange agent, from time to time as needed, cash sufficient to pay certain dividends and other distributions on the shares of CleanSpark common stock issuable as merger consideration and to make payments in lieu of fractional shares. CleanSpark or the surviving corporation will pay all charges and expenses, including those of the exchange agent, in connection with the exchange of shares pursuant to the merger agreement.

Certificates

As soon as practicable after the effective time of the merger, CleanSpark has agreed to cause the exchange agent to deliver to each record holder of GRIID common stock certificates, as of immediately prior to the effective time, a notice advising such holders of the effectiveness of the merger and a letter of transmittal and instructions for use in effecting the surrender of GRIID common stock certificates for payment of the merger consideration. Upon surrender to the exchange agent of a GRIID common stock certificate, together with the letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the exchange agent, the holder of such GRIID common stock certificate will be entitled to receive in exchange therefor (i) one or more shares of CleanSpark common stock (which will be in uncertificated book-entry form) representing, in the aggregate, the whole number of shares of CleanSpark common stock, if any, that such holder has the right to receive pursuant to the merger agreement (after taking into account all shares of GRIID common stock then held by such holder) and (ii) a check in the amount equal to the cash payable in lieu of any fractional shares of CleanSpark common stock and dividends and other distributions on the shares of CleanSpark common stock issuable as merger consideration, as subject to applicable provisions of the merger agreement.

69

Non-DTC Book-Entry Shares

As soon as practicable after the effective time of the merger, CleanSpark has agreed to cause the exchange agent to deliver to each record holder, as of immediately prior to the effective time of the merger, of GRIID book-entry shares not held through DTC, (i) a notice advising such holders of the effectiveness of the merger, (ii) a statement reflecting the number of shares of CleanSpark common stock (which will be in uncertificated book-entry form) representing, in the aggregate, the whole number of shares of CleanSpark common stock, if any, that such holder has the right to receive pursuant to the merger agreement (after taking into account all shares of GRIID common stock then held by such holder) and (iii) a check in the amount equal to the cash payable in lieu of any fractional shares of CleanSpark common stock and dividends and other distributions on the shares of CleanSpark common stock issuable as merger consideration, as subject to applicable provisions of the merger agreement.

DTC Book-Entry Shares

With respect to GRIID book-entry shares held through DTC, CleanSpark and GRIID have agreed to cooperate to establish procedures with the exchange agent and DTC to ensure the exchange agent will transmit to DTC or its nominees as soon as reasonably practicable on or after the closing date, upon surrender of the shares held of record by DTC, the merger consideration, cash in lieu of any fractional shares of CleanSpark common stock and any dividends and other distributions on the shares of CleanSpark common stock issuable as merger consideration (as subject to applicable provisions of the merger agreement), in each case, that DTC has the right to receive.

No Interest

No interest will be paid or accrued on any amount payable for shares of GRIID common stock eligible to receive the merger consideration pursuant to the merger agreement.

Termination of Rights

All merger consideration (including any dividends or other distributions with respect to CleanSpark common stock) and any cash in lieu of fractional shares of CleanSpark common stock paid upon the surrender of and in exchange for GRIID common stock will be deemed to have been paid in full satisfaction of all rights pertaining to such GRIID common stock. At the effective time of the merger, the stock transfer books of the surviving corporation will be closed immediately, and there will be no further registration of transfers on the stock transfer books of the surviving corporation of the shares of GRIID common stock that were outstanding immediately prior to the effective time of the merger. If, after the effective time of the merger, GRIID common stock certificates are presented to the surviving corporation for any reason, they will be canceled and exchanged for the merger consideration, any cash in lieu of any fractional shares of CleanSpark common stock and dividends and other distributions on the shares of CleanSpark common stock issuable as merger consideration.

No Liability

None of the surviving corporation, CleanSpark, Merger Sub, or the exchange agent will be liable to any holder of GRIID common stock for any amount of merger consideration properly delivered to a public official pursuant to any applicable abandoned property, escheat, or similar law.

Lost, Stolen, or Destroyed Certificates

If any GRIID common stock certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such GRIID common stock certificate to be lost, stolen or destroyed and, if reasonably required by the surviving corporation, the posting by such person of a bond in such reasonable

70

amount as the surviving corporation may direct as indemnity against any claim that may be made against it with respect to such GRIID common stock certificate, the exchange agent will issue in exchange for such lost, stolen or destroyed GRIID common stock certificate the merger consideration, any cash in lieu of any fractional shares of CleanSpark common stock and dividends and other distributions on the shares of CleanSpark common stock issuable as merger consideration.

No Fractional Shares of CleanSpark Common Stock

No GRIID common stock certificates or scrip or shares representing fractional shares of CleanSpark common stock will be issued upon the exchange of eligible shares of GRIID common stock, and such fractional share interests will not entitle the owner of such fractional share interests to vote or to have any rights of a stockholder of CleanSpark or a holder of shares of CleanSpark common stock. Each holder of shares exchanged pursuant to the merger who would otherwise have been entitled to receive a fraction of a share of CleanSpark common stock (after taking into account all certificates and book-entry shares held by such holder) will receive, in lieu of such fractional shares of CleanSpark common stock, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of CleanSpark common stock multiplied by (ii) $16.587.

Withholding Taxes

CleanSpark, Merger Sub, the surviving corporation and the exchange agent are entitled to deduct and withhold from any amounts otherwise payable pursuant to the merger agreement any amount required to be deducted and withheld with respect to the making of such payment under applicable law and will pay the amount deducted or withheld to the appropriate taxing authority in accordance with applicable law. CleanSpark, Merger Sub, the surviving corporation and the exchange agent, as the case may be, will cooperate in good faith to minimize any such deduction or withholding. To the extent such amounts are so deducted or withheld and paid over to the appropriate taxing authority by CleanSpark, Merger Sub, the surviving corporation or the exchange agent, as the case may be, such deducted or withheld amounts will be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction or withholding was made.

No Appraisal Rights

In accordance with the DGCL, no appraisal rights will be available with respect to the transactions contemplated by the merger agreement.

Representations and Warranties

Representations and Warranties

The merger agreement contains customary and, in certain cases, reciprocal, representations and warranties by GRIID and CleanSpark that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement, in forms, reports, certifications, schedules, statements and documents filed with or furnished to the SEC by GRIID or CleanSpark, as applicable, from December 31, 2022 and prior to June 24, 2024 or in the disclosure letters delivered by GRIID and CleanSpark to each other in connection with the merger agreement. These representations and warranties relate to, among other things:

71

The merger agreement also contains additional representations and warranties by GRIID relating to the following, among other things:

72

The merger agreement also contains additional representations and warranties by CleanSpark and Merger Sub relating to the following, among other things:

Definition of Material Adverse Effect

A “material adverse effect” means, when used with respect to CleanSpark or GRIID, as applicable, any fact, circumstance, effect, change, event or development that (i) would prevent, materially delay or materially impair the ability of such party or its subsidiaries to consummate the merger and the other transaction contemplated by the merger agreement or (ii) has, or would have, a material adverse effect on the condition (financial or otherwise), assets, liabilities, business, or results of operations of such party and its subsidiaries, taken as a whole, except, however, that with respect to the foregoing clause (ii) only, no effect (by itself or when aggregated or taken together with any and all other effects) to the extent directly or indirectly resulting from, arising out of, attributable to, or related to any of the following will be deemed to be or constitute a material adverse effect or will be taken into account when determining whether a material adverse effect has occurred or may, would or could occur:

73

Notwithstanding the foregoing, if such effects directly or indirectly resulting from, arising out of, attributable to or related to the matters described in the first six bullets directly above disproportionately adversely affect such party and its subsidiaries, taken as a whole, as compared to other similarly situated industry participants, in which case only the incremental disproportionate impact will be taken into account when determining whether a material adverse effect has occurred or may, would or could occur.

A “GRIID material adverse effect” means a material adverse effect with respect to GRIID, and a “CleanSpark material adverse effect” means a material adverse effect with respect to CleanSpark.

Interim Operations of GRIID and CleanSpark Pending the Merger

Interim Operations of GRIID

GRIID has agreed that, subject to certain exceptions set forth in the merger agreement, the disclosure letter it delivered to CleanSpark in connection with the merger agreement, any actions required by applicable law, the rules and regulations of Nasdaq or Cboe Canada or the terms of the GRIID stock plan or otherwise consented to by CleanSpark in writing (which consent will not be unreasonably withheld, delayed or conditioned), until the earlier of the effective time of the merger and the termination of the merger agreement, it will, and will cause each of its subsidiaries to, use commercially reasonable efforts to:

74

75

76

Interim Operations of CleanSpark

CleanSpark has agreed that, subject to certain exceptions set forth in the merger agreement, the disclosure letter CleanSpark delivered to GRIID in connection with the merger agreement, any actions required by applicable law, or otherwise consented to by GRIID in writing (which consent will not be unreasonably withheld,

77

delayed or conditioned) until the earlier of the effective time of the merger and the termination of the merger agreement pursuant to the merger agreement, it will, and will cause each of its subsidiaries to, use commercially reasonable efforts to:

In addition, CleanSpark has further agreed that, subject to certain exceptions set forth in the merger agreement, the disclosure letter CleanSpark delivered to GRIID in connection with the merger agreement, required by applicable law, or otherwise consented to by GRIID in writing (which consent will not be unreasonably withheld, delayed or conditioned), until the earlier of the effective time of the merger and the termination of the merger agreement, CleanSpark will not, and will not permit its subsidiaries to:

No Solicitation; Changes of Recommendation

No Solicitation

GRIID has agreed that, from and after June 26, 2024, GRIID and its officers and directors will, will cause GRIID’s subsidiaries and their respective officers and directors to, and will use their reasonable best efforts to cause the other representatives of GRIID and its subsidiaries to, immediately cease, and cause to be terminated, any discussion or negotiations ongoing with any third party with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, a “competing proposal” (as defined below). GRIID has agreed that by June 27, 2024, GRIID will have delivered written notice to each third party that has received non-public information regarding GRIID for purposes of evaluating any transaction that could be a competing proposal within the twelve months prior to June 26, 2024 requesting the return or destruction of all confidential information concerning GRIID and its subsidiaries, and must terminate any data access related to any potential competing proposal previously granted to such third parties.

GRIID has also agreed that, from and after June 26, 2024, GRIID and its officers and directors will not, will cause GRIID’s subsidiaries and their respective officers and directors not to, and will use their reasonable best efforts to cause the other representatives of GRIID and its subsidiaries not to, directly or indirectly:

78

Notwithstanding the above restrictions, GRIID or any of its representatives may, in response to an inquiry or proposal from a third party, inform a third party or its representative of the “no solicitation” obligations described above (without conveying, requesting or attempting to gather any other information except as otherwise specifically permitted under the merger agreement).

From and after June 26, 2024, GRIID has agreed to promptly (and in any event within 24 hours) notify CleanSpark of the receipt by GRIID (directly or indirectly) of any competing proposal or any expression of interest, inquiry, proposal or offer with respect to a competing proposal made on or after June 26, 2024, any request for information or data relating to GRIID or any of its subsidiaries made by any person in connection with a competing proposal or any request for discussions or negotiations with GRIID or a representative of GRIID relating to a competing proposal (including the identity of such person), and GRIID will provide to CleanSpark promptly (and in any event within 24 hours) (i) a copy of any such expression of interest, inquiry, proposal or offer with respect to a competing proposal made in writing provided to GRIID or any of its subsidiaries or (ii) any such expression of interest, inquiry, proposal or offer with respect to a competing proposal not (or any portion thereof is not) made in writing, a written summary of the material financial and other terms thereof. Thereafter GRIID has agreed to (i) keep CleanSpark reasonably informed, on a prompt basis (and in any event within 24 hours), of any material development regarding the status or terms of any such expressions of interest, proposals or offers (including any amendments thereto) or material requests and will promptly (and in any event within 24 hours) apprise CleanSpark of the status of any such discussions or negotiations and (ii) provide to CleanSpark as soon as practicable after receipt or delivery thereof (and in any event within 24 hours) copies of all material written correspondence and other material written materials provided to GRIID or its representatives from any person. GRIID has agreed to notify CleanSpark if GRIID determines to begin providing information or to engage in discussions or negotiations concerning a competing proposal, prior to providing any such information or engaging in any such discussions or negotiations.

No Solicitation Exceptions

Prior to, but not after, the time the merger proposal has been approved by GRIID stockholders, GRIID and its representatives may engage in the second and third bullets in the second paragraph of the section directly above with any person if (i) GRIID receives a bona fide written competing proposal from such person that was not solicited at any time after June 26, 2024; and (ii) such competing proposal did not arise from a breach of the obligations described in “The Merger Agreement—No Solicitation; Changes of Recommendation—No Solicitation”; provided, however, that:

79

Restrictions on Changes of Recommendation

Subject to certain exceptions described below, the GRIID board, including any committee of the GRIID board, may not:

80

We refer to the taking of any of the actions described in the seven bullets directly above as a “recommendation change.”

Permitted Changes of Recommendation in Connection with a Superior Proposal

Prior to, but not after, the merger proposal has been approved by GRIID stockholders, in response to a bona fide written competing proposal from a third party that was not solicited at any time following June 26, 2024 and did not arise from a breach of the obligations described above and in the section entitled “The Merger Agreement—No Solicitation; Changes of Recommendation—No Solicitation” if the GRIID board so chooses, the GRIID board may effect a recommendation change (but may not terminate the merger agreement) if:

In the event of any material amendment or material modification to any superior proposal, GRIID will be required to deliver a new written notice to CleanSpark and to comply with the foregoing requirements with respect to such new written notice, except that the advance written notice obligation will be reduced to three business days. Any amendment or modification to the economic terms of any such superior proposal will be deemed material for the purposes of the foregoing sentence.

Permitted Changes of Recommendation in Connection with Intervening Events

Prior to, but not after, the time the merger proposal has been approved by GRIID stockholders, in response to an intervening event that occurs or arises after June 26, 2024 and that did not arise from or in connection with a breach of the merger agreement by GRIID, GRIID may, if the GRIID board so chooses, effect a recommendation change (but may not terminate the merger agreement) if:

81

In the event of any material changes regarding any intervening event, GRIID will be required to deliver a new written notice to CleanSpark and to comply with the foregoing requirements with respect to such new written notice, except that the advance written notice obligation will be reduced to three business days. An “intervening event” is a material development or change in circumstance that occurs or arises after June 26, 2024 that was not known to or reasonably foreseeable by the GRIID board as of June 26, 2024 (or, if known or reasonably foreseeable, the magnitude or material consequences of which were not known or reasonably foreseeable by the GRIID board as of June 26, 2024); except that in no event will (i) the receipt, existence or terms of an actual or possible competing proposal or superior proposal, (ii) any effect relating to CleanSpark or any of its subsidiaries that does not amount to a material adverse effect, individually or in the aggregate, (iii) any change, in and of itself, in the price or trading volume of shares of GRIID common stock or CleanSpark common stock (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been an intervening event, to the extent otherwise permitted by this definition) or (iv) the fact that GRIID or any of its subsidiaries exceeds (or fails to meet) internal or published projections or guidance or any matter relating thereto or of consequence thereof (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been an intervening event, to the extent otherwise permitted by this definition), constitute a GRIID intervening event.

Confidentiality and Standstill Arrangements

From June 26, 2024 and continuing until the earlier of the effective time of the merger and the termination of the merger agreement, GRIID has agreed not to (and it will cause its subsidiaries not to) terminate, amend, modify or waive any provision of any confidentiality, “standstill” or similar agreement to which it or any of its subsidiaries is a party. However, prior to, but not after, the time the merger proposal has been approved by GRIID stockholders, if, in response to an unsolicited request from a third party to waive any “standstill” or similar provision, the GRIID board determines in good faith, after consultation with its outside legal counsel that the failure to take such action would be inconsistent with its fiduciary duties owed by the GRIID board or special committee to the stockholders of GRIID under applicable law, GRIID may waive any such “standstill” or similar provision solely to the extent necessary to permit a third party to make a competing proposal, on a confidential basis, to the GRIID board or special committee and communicate such waiver to the applicable third party. GRIID must advise CleanSpark at least two business days prior to taking such action. GRIID has represented and warranted to CleanSpark that it has not taken any action that (i) would be prohibited by this paragraph or (ii) but for the ability to avoid actions inconsistent with the fiduciary duties owed by the GRIID board to the stockholders of GRIID under applicable law, would have been prohibited by this paragraph during the 30 days prior to June 26, 2024.

82

Certain Permitted Disclosure

The GRIID board may, after consultation with its outside legal counsel, make such disclosures as it determines in good faith are necessary to comply with Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or other disclosure required to be made in this proxy statement/prospectus by applicable U.S. federal securities laws. If such disclosure has the effect of withdrawing or adversely modifying, the recommendation of the GRIID board that its stockholders vote in favor of the merger proposal, such disclosure will be deemed to be a GRIID recommendation change and CleanSpark will have the right to terminate the merger agreement.

Definition of Competing Proposals

A “competing proposal” means any contract, proposal, offer or indication of interest relating to any transaction or series of related transactions (other than transactions only with CleanSpark or any of its subsidiaries) involving, directly or indirectly:

Definition of Superior Proposals

A “superior proposal” means a bona fide written proposal that is not solicited after June 26, 2024 and is made after such date by any person or group (other than CleanSpark or any of its affiliates) to acquire, directly or indirectly, (i) businesses or assets of GRIID or any of its subsidiaries (including capital stock of or ownership interest in any subsidiary) that account for all or substantially all of the fair market value of such assets or that generated all or substantially all of GRIID’s and its subsidiaries’ net revenue or EBITDA for the preceding 12 months, respectively, or (ii) all or substantially all of the outstanding shares of GRIID common stock, in each case whether by way of merger, amalgamation, share exchange, tender offer, exchange offer, recapitalization, consolidation, sale of assets or otherwise, that, in the good faith determination of the GRIID board, after consultation with its financial advisors:

83

Preparation of Proxy Statement/Prospectus and Registration Statement

GRIID and CleanSpark have agreed to jointly prepare and cause this proxy statement/prospectus to be filed with the SEC and have agreed to each use commercially reasonable efforts to cause the registration statement, of which this proxy statement/prospectus forms a part, to be filed within 60 days of the date of the merger agreement. Prior to filing the registration statement, of which this proxy statement/prospectus forms a part (or any amendment or supplement thereto), or mailing this proxy statement/prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of GRIID and CleanSpark has agreed to provide the other with a reasonable opportunity to review and comment on such document or response and such party shall give reasonable consideration to any comments made by the other party and its representatives.

GRIID and CleanSpark shall use their commercially reasonable efforts to (i) cause the registration statement, of which this proxy statement/prospectus forms a part, at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the holders of GRIID common stock and at the time of the meeting of the GRIID stockholders to (A) comply as to form in all material respects with the requirements of the Securities Act and Exchange Act, respectively, and the rules and regulations promulgated thereunder and (B) not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) have the registration statement declared effective under the Securities Act as promptly as practicable after its filing and keep the registration statement effective for so long as necessary to consummate the merger.

CleanSpark and GRIID have agreed to make all necessary filings with respect to the merger and the transactions contemplated by the merger agreement under the Securities Act, the Exchange Act and applicable “blue sky” laws and the rules and regulations thereunder. Each party will advise the other, promptly after it receives notice thereof, of the time when the registration statement, of which this proxy statement/prospectus forms a part, has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the CleanSpark common stock issuable in connection with the merger for offering or sale in any jurisdiction. Each of GRIID and CleanSpark will use reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated.

If at any time prior to the effective time of the merger, any information relating to CleanSpark or GRIID, or any of their respective affiliates, officers or directors, should be discovered by CleanSpark or GRIID that should be set forth in an amendment or supplement to the registration statement, of which this proxy statement/prospectus forms a part, or this proxy statement/prospectus, so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information will promptly notify the other party and an appropriate amendment or supplement describing such information will be promptly filed with the SEC and, to the extent required by applicable law, disseminated to the GRIID stockholders.

Special Meeting

GRIID has agreed to take all action necessary in accordance with applicable laws and the organizational documents of GRIID to duly give notice of, convene and hold (in person or virtually, in accordance with applicable law) a meeting of its stockholders for the purpose of obtaining the approval of the merger proposal by GRIID stockholders, to be held as promptly as reasonably practicable after the clearance of this proxy statement/prospectus by the SEC and the registration statement, of which this proxy statement/prospectus forms a part, is declared effective by the SEC (and in any event will use commercially reasonable efforts to convene such meeting within 40 days thereof). Except as permitted in the merger agreement, the GRIID board must recommend that the stockholders of GRIID vote in favor of the merger proposal and the GRIID board must solicit from GRIID stockholders proxies in favor of the merger proposal, and this proxy statement/prospectus is required to include such recommendation of the GRIID board.

84

GRIID (i) will be required to adjourn or postpone the GRIID special meeting to the extent necessary to ensure that any legally required supplement or amendment to this proxy statement/prospectus is provided to the GRIID stockholders or if, as of the time the GRIID special meeting is scheduled, there are insufficient shares of GRIID common stock represented to constitute a quorum necessary to conduct business at the GRIID special meeting, and (ii) may adjourn or postpone the GRIID special meeting if, as of the time for which the GRIID special meeting is scheduled, there are insufficient shares of GRIID common stock represented to obtain the approval of the merger proposal. Notwithstanding the foregoing, the GRIID special meeting will not be adjourned or postponed to a date that is more than 10 business days after the date for which the GRIID special meeting was previously scheduled (though the GRIID special meeting may be adjourned or postponed every time the circumstances described in (i) exist, and, with CleanSpark’s consent, every time the circumstances described in (ii) exist) or to a date on or after three business days prior to March 31, 2025.

If requested by CleanSpark, GRIID will promptly provide all voting tabulation reports relating to the GRIID special meeting and will otherwise keep CleanSpark reasonably informed regarding the status of the solicitation and any material oral or written communications from or to GRIID’s stockholders with respect thereto. Unless there has been a recommendation change, the parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of GRIID’s stockholders or any other person to prevent the approval of the merger proposal by GRIID stockholders.

Once GRIID has established a record date for the GRIID special meeting, GRIID may not change such record date or establish a different record date for the GRIID special meeting without the prior written consent of CleanSpark (which consent will not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable law or its organizational documents or in connection with a postponement or adjournment permitted under the merger agreement. Without the prior written consent of CleanSpark or as required by applicable law, (i) the merger proposal will be the only matter that GRIID may propose to be acted on by the GRIID stockholders at the GRIID special meeting and (ii) GRIID may not call any meeting of the GRIID stockholders other than the GRIID special meeting or the 2024 annual meeting of stockholders of GRIID (provided that GRIID does not present any proposal at any such annual stockholders’ meeting that would violate the terms of the merger agreement or would reasonably be expected to materially delay, materially impede or prevent the consummation of the merger or the other transactions contemplated by the merger agreement). GRIID has agreed that its obligation to hold the GRIID special meeting will not be affected by the making of a recommendation change and such obligations will not be affected by the commencement, announcement, disclosure or communication to GRIID of any competing proposal or other proposal (including a superior proposal) or the occurrence or disclosure of any intervening event.

Access to Information

Subject to applicable law and certain other exceptions set forth in the merger agreement, GRIID and CleanSpark have each agreed to (and to cause its subsidiaries to), upon request by the other, furnish the other with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with this proxy statement/prospectus, the registration statement, of which this proxy statement/prospectus forms a part, or any other statement, filing, notice or application made by or on behalf of CleanSpark, GRIID or any of their respective subsidiaries to any third party or any governmental entity in connection with the transactions contemplated by the merger agreement.

GRIID has agreed to, and to cause each of its subsidiaries to, afford to CleanSpark and its representatives, during the period prior to the earlier of the effective time of the merger and the termination of the merger agreement, reasonable access, at reasonable times upon reasonable prior notice, to the officers, key employees, agents, properties, offices and other facilities of GRIID and its subsidiaries and to their books, records, contracts and documents and to, and to cause each of its subsidiaries to, furnish reasonably promptly to CleanSpark and its representatives such information concerning its and its subsidiaries’ business, properties, contracts, records and personnel as may be reasonably requested, from time to time, by or on behalf of CleanSpark. CleanSpark and its

85

representatives are required to conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of GRIID or its subsidiaries or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of GRIID or its subsidiaries of their normal duties.

Employee Matters

Until the date that is six months following the effective time of the merger (or if earlier, the date of the employee’s termination of employment with CleanSpark and its subsidiaries), CleanSpark shall cause the surviving corporation and each of its subsidiaries, as applicable, to provide the employees of GRIID who remain employed immediately after the effective time with annual base salary or wage level, annual target bonus opportunities (excluding equity-based compensation), and employee benefits (excluding any retiree health or defined benefit retirement benefits) that are, in the aggregate, substantially comparable to the annual base salary or wage level, annual target bonus opportunities (excluding equity-based compensation), and employee benefits (excluding any retiree health or defined benefit retirement benefits) provided by GRIID and its subsidiaries on the date of the merger agreement.

In addition, CleanSpark has agreed to use commercially reasonable efforts to cause the surviving corporation to, credit all service of continuing employees as if such service were with CleanSpark, for purposes of eligibility to participate (but not for purposes of vesting or benefit accrual, except for vacation, if applicable) for full or partial years of service in any CleanSpark employee benefit plan in which such continuing employees may be eligible to participate after the closing of the merger; provided, that such service shall not be credited to the extent that: (i) such crediting would result in a duplication of benefits; or (ii) such service was not credited under the corresponding GRIID employee benefit plan.

Indemnification; Directors’ and Officers’ Insurance

For six years after the effective time of the merger, to the fullest extent permitted by applicable law, CleanSpark has agreed to cause the surviving corporation to indemnify, defend and hold harmless the present and former directors, officers, employees, fiduciaries and agents of GRIID and its subsidiaries from and against any losses, claims, damages, liabilities, costs, expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect thereof) in respect of the indemnified persons having served in such capacity at or prior to the effective time of the merger, in each case, to the fullest extent permitted by applicable law or provided under the organizational documents of GRIID and its subsidiaries in effect on the date of the merger agreement.

If any indemnified person is made party to any proceeding arising out of or relating to matters that would be indemnifiable, CleanSpark has agreed to cause the surviving corporation to advance fees, costs and expenses (including attorneys’ fees and disbursements) as incurred by such indemnified person in connection with and prior to the final disposition of such claim, action, suit, proceeding or investigation in each case to the extent GRIID is required to do so and on the same terms as provided in the organizational documents of GRIID and its subsidiaries in effect on the date of the merger agreement.

For six years after the effective time of the merger, CleanSpark has agreed to (i) cause the surviving corporation to maintain in effect provisions in the organizational documents of the surviving corporation and its subsidiaries (or in such documents of any successor to the business thereof) regarding elimination of liability of directors and officers, indemnification of officers, directors, employees, fiduciaries and agents and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of the merger agreement and (ii) honor and comply with their respective obligations under any indemnification agreement with any indemnified person that has been disclosed to CleanSpark, and not amend, repeal or otherwise modify any such agreement in any manner that would materially and adversely affect any right of any indemnified person thereunder.

86

CleanSpark and the surviving corporation will cause to be put in place, and CleanSpark will fully prepay immediately prior to the effective time of the merger, “tail” insurance policies with a claims period equal to the tail period from an insurance carrier with the same or better credit rating as GRIID’s current insurance carrier with respect to directors’ and officers’ liability insurance in an amount and scope at least as favorable as GRIID’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to, but not after, the effective time of the merger. In no event will the aggregate cost of the directors’ and officers’ liability insurance exceed during the tail period 350% of the current aggregate annual premium paid by GRIID for such purpose. If the cost of such insurance coverage exceeds such amount, the surviving corporation has agreed to obtain a policy with the greatest coverage available for a cost not exceeding such amount.

In the event that CleanSpark or the surviving corporation or any of its successors or assignees (i) consolidates with or merges into any other person and neither CleanSpark or the surviving company, as applicable, is the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person or consummates any division transaction, then, in each such case, CleanSpark has agreed to make proper provisions so that the successors and assigns of CleanSpark or the surviving corporation, as the case may be, will assume the indemnification, insurance coverage and expense advancement obligations set forth in the merger agreement.

Transaction Litigation

In the event any proceeding by any stockholder of GRIID or CleanSpark is commenced or to the knowledge of GRIID or CleanSpark, as applicable, threatened, that questions the validity or legality of the transactions contemplated by the merger agreement or seeks damages in connection therewith (“transaction litigation”), GRIID or CleanSpark, as applicable, will promptly notify the other party of such proceeding and keep the other party reasonably informed with respect to the status thereof. GRIID has agreed to give CleanSpark a reasonable opportunity to participate in the defense or settlement of any such proceeding and to consult regularly with CleanSpark in good faith and give reasonable consideration to CleanSpark’s advice with respect to such proceeding; provided, that GRIID may not cease to defend, consent to the entry of any judgment, settle or offer to settle any such proceeding without the prior written consent of CleanSpark (which consent shall not be unreasonably withheld, conditioned or delayed).

Public Announcements

Any party to the merger agreement, its subsidiaries or their representatives may issue a public announcement or other public disclosures (i) required by applicable law, (ii) required by the rules of any stock exchange upon which such party’s or its subsidiary’s capital stock is traded or (iii) consistent with the final form of the joint press release announcing the merger. However, in each case, such party must use its reasonable best efforts to afford the other party an opportunity to first review the content of the proposed disclosure and provide reasonable comments thereon. The merger agreement does not restrict a party’s ability to communicate with its employees, with the exception that prior to making any written (or prepared broad-based) communications to the directors, officers or employees of GRIID or any of its subsidiaries pertaining to compensation or benefit matters that are affected by the transactions contemplated by the merger agreement or compensation or benefits that are payable or to be provided following the effective time, GRIID has agreed to provide CleanSpark with a copy of the intended communication (or written summary of any prepared broad-based oral communication) and a reasonable period of time to review and comment on the communication, and GRIID will consider any timely comments in good faith.

Reasonable Best Efforts

CleanSpark and GRIID have agreed to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the merger and the other transactions contemplated by the merger agreement.

87

Advice of Certain Matters; Notification

Subject to compliance with applicable law, GRIID and CleanSpark, as the case may be, have agreed to confer on a regular basis with each other and will promptly advise each other orally and in writing of any change or event having, or which would be reasonably likely to have, individually or in the aggregate, GRIID material adverse effect or a CleanSpark material adverse effect, as the case may be. GRIID and CleanSpark have agreed to promptly provide each other (or their respective counsel) with copies of all filings made by such party or its subsidiaries with the SEC or any other governmental entity in connection with the merger agreement and the transactions contemplated by the merger agreement.

CleanSpark and GRIID have agreed, subject to applicable law and as otherwise required by any governmental entity, to keep the other apprised of the status of matters relating to the completion of the merger, including promptly furnishing the other with copies of notices or other communications received by CleanSpark or GRIID, as applicable, or any of its subsidiaries, from any third party or any governmental entity with respect to the transactions contemplated by the merger agreement (including those alleging that the approval or consent of such person is or may be required in connection with the transactions contemplated by the merger agreement).

Section 16 Matters

Prior to the effective time of the merger, the parties have agreed to take all such steps as may be required to cause any dispositions of equity securities of GRIID or acquisitions of equity securities of CleanSpark in connection with the merger agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to GRIID, or will become subject to such reporting requirements with respect to CleanSpark, to be exempt under Rule 16b-3 under the Exchange Act.

Stock Exchange Listing and Delistings

CleanSpark will take all action necessary to cause the shares of CleanSpark common stock to be issued in the merger to be approved for listing on Nasdaq prior to the effective time of the merger.

Prior to the closing date, GRIID will cooperate with CleanSpark and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable law and rules and policies of Nasdaq and Cboe Canada to enable the delisting by the surviving corporation of the shares of GRIID common stock from the Nasdaq and Cboe Canada and the deregistration of the shares of GRIID common stock under the Exchange Act as promptly as practicable after the effective time of the merger, and in any event no more than 10 days after the effective time of the merger. If the surviving corporation is required to file any quarterly or annual report pursuant to the Exchange Act by a filing deadline that is imposed by the Exchange Act and which falls on a date within the 15 days following the closing date, GRIID is required make available to CleanSpark, at least 10 business days prior to the closing date, a substantially final draft of any such annual or quarterly report reasonably likely to be required to be filed during such period.

Tax Matters

Each of CleanSpark, Merger Sub and GRIID will use (and will cause their respective subsidiaries to use) its reasonable best efforts to cause the merger to qualify, and will not take or knowingly fail to take (and will cause its subsidiaries not to take or knowingly fail to take) any actions that would or would reasonably be expected to prevent or impede the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. At the request of CleanSpark or GRIID, each of CleanSpark, Merger Sub and GRIID will use its reasonable best efforts and will cooperate with one another to obtain any opinion(s) of counsel to be issued in connection with (i) the consummation of the transactions contemplated by the merger agreement and/or (ii) the declaration of effectiveness of the registration statement by the SEC, in each case, regarding the U.S. federal income tax treatment of the transactions contemplated by the merger agreement. This cooperation includes the

88

delivery by CleanSpark, Merger Sub and GRIID of duly executed certificates containing such representations, warranties and covenants as may be reasonably necessary or appropriate to enable such counsel to render any such opinion(s).

Takeover Laws

Each party to the merger agreement has agreed that it will not take any action that would cause the transactions contemplated by the merger agreement to be subject to the requirements imposed by any “fair price,” “moratorium,” “control share acquisition,” “business combination” or any other anti-takeover statute or similar statute enacted under applicable law, and each of them will take all reasonable steps within its control to exempt (or ensure the continued exemption of) the transactions contemplated by the merger agreement from any such takeover law that purports to apply to the merger agreement or the transactions contemplated by the merger agreement.

Obligations of Merger Sub

CleanSpark has agreed to take all action necessary to cause Merger Sub and the surviving corporation to perform their respective obligations under the merger agreement.

Resignations

Prior to the effective time of the merger, GRIID has agreed to use its reasonable best efforts to cause each of its directors to execute and deliver a letter to GRIID effectuating such director’s resignation as a director of GRIID, effective as of the effective time of the merger.

Loans

On June 26, 2024, CleanSpark and GRIID entered into a senior secured term loan credit agreement (the “CleanSpark credit agreement”) under which CleanSpark provided a term loan of $55,918,638.68 (the “term loan amount”) to GRIID, which amounts GRIID is permitted to use solely for certain purposes as set forth in the CleanSpark credit agreement. The entire term loan amount was borrowed on June 26, 2024, and any amounts repaid prior to the maturity date cannot be reborrowed.

Further, on August 2, 2024, CleanSpark and GRIID amended and restated the prior CleanSpark credit agreement (as amended and restated, the “CleanSpark credit agreement”) to include, in addition to the term loan amount, a new delayed draw term loan facility of $40,000,000 (the “delayed draw facility”), which amounts GRIID is permitted to request pursuant to the terms of the CleanSpark credit agreement and use solely for certain purposes as set forth in the CleanSpark credit agreement. Pursuant to the CleanSpark credit agreement, $5,000,000 of the delayed draw facility was borrowed on August 5, 2024, and any amounts borrowed and repaid prior to the maturity date cannot be reborrowed.

For more information see “The Merger-Treatment of GRIID Existing Debt” beginning on page 58, and the full text of the CleanSpark credit agreement attached as Annex C to this proxy statement/prospectus.

Hosting Agreement

On June 26, 2024, concurrently with the execution and delivery of the merger agreement, CleanSpark and GRIID entered into the hosting agreement, pursuant to which GRIID agreed to host and power certain of CleanSpark’s cryptocurrency mining equipment at GRIID facilities. In accordance with the terms of the hosting agreement, all of the power available for use at GRIID’s facilities was made available for use by CleanSpark.

89

The initial term of the hosting agreement is one-year, after which it automatically renews for up to seven additional six-month periods unless CleanSpark provides GRIID written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current initial term or renewal term, as applicable. In addition to allowing for termination rights by either party in the event of uncured breach by the other, CleanSpark has additional termination rights relating to GRIID ceasing to conduct its business in the normal course, GRIID’s insolvency and upon the occurrence of certain bankruptcy-related events, as set forth in the hosting agreement.

Under the hosting agreement, GRIID must use its best efforts to terminate all other existing hosting agreements and is further prohibited from renewing any existing hosting agreement or entering into new agreements with third parties providing for hosting, colocation mining and similar services at GRIID’s facilities.

Under the terms of the hosting agreement, CleanSpark paid a refundable deposit to GRIID in the amount of $1 million. Pursuant to the hosting agreement, CleanSpark will pay GRIID certain service fees based on allocable operating costs incurred by GRIID and for kilowatt hours consumed by CleanSpark’s mining equipment, along with a variable performance fee calculated based on the profitability of the bitcoin mined during the relevant payment period.

Voting Agreements

On June 26, 2024, concurrently with the execution and delivery of the merger agreement, GRIID Holdings and Adit Edtech entered into voting agreements with CleanSpark and GRIID, pursuant to which, among other things, each such stockholder agreed to vote the shares of GRIID common stock held by such stockholder in favor of the approval of the merger agreement. On June 28, 2024, certain other stockholders of GRIID intended to represent a majority of the outstanding shares of GRIID common stock, excluding shares held by GRIID Holdings or James D. Kelly III, entered into a voting agreement with CleanSpark and GRIID on the same terms.

For a more detailed discussion of the voting agreements, see “The Voting Agreements” beginning on page 96.

Conditions to Completion of the Merger

Mutual Conditions

The respective obligations of CleanSpark, GRIID and Merger Sub to consummate the merger are subject to the satisfaction at or prior to the effective time of the merger of the following conditions, any or all of which may be waived jointly by CleanSpark, GRIID and Merger Sub, in whole or in part, to the extent permitted by applicable law:

90

Additional Conditions to the Obligations of CleanSpark and Merger Sub

The obligations of CleanSpark and Merger Sub to consummate the merger are subject to the satisfaction at or prior to the effective time of the merger of the following conditions, any or all of which may be waived exclusively by CleanSpark, in whole or in part, to the extent permitted by applicable law:

Additional Conditions to the Obligations of GRIID

The obligation of GRIID to consummate the merger is subject to the satisfaction at or prior to the effective time of the merger of the following conditions, any or all of which may be waived exclusively by GRIID, in whole or in part, to the extent permitted by applicable law:

91

Frustration of Closing Conditions

None of CleanSpark, GRIID or Merger Sub may rely, either as a basis for not consummating the merger or for terminating the merger agreement, on the failure of any condition set forth above, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of the merger agreement.

Termination

Termination Rights

CleanSpark and GRIID may terminate the merger agreement and abandon the merger at any time prior to the effective time of the merger by mutual written consent of CleanSpark and GRIID.

The merger agreement may also be terminated by either CleanSpark or GRIID at any time prior to the effective time of the merger in any of the following situations:

92

In addition, the merger agreement may be terminated by CleanSpark:

Further, the merger agreement may be terminated by GRIID prior to obtaining the approval of the merger proposal by GRIID stockholders in order to enter into a definitive agreement with respect to a superior proposal.

Termination Fees Payable by GRIID

The merger agreement requires GRIID to pay CleanSpark a termination fee of $1.5 million if:

93

In no event will GRIID be required to pay the termination fee on more than one occasion.

CleanSpark Expenses Payable by GRIID

The merger agreement requires GRIID to pay CleanSpark an expense reimbursement fee of up to $500,000 (which we refer to as the “CleanSpark expense reimbursement fee”) if either GRIID or CleanSpark terminates the merger agreement due to a GRIID stockholder approval termination event. In no event will CleanSpark be entitled to receive more than one payment of the CleanSpark expense reimbursement fee. If CleanSpark receives the termination fee, then CleanSpark will not be entitled to also receive the CleanSpark expense reimbursement fee. Upon the payment of any GRIID termination fee, any previously paid CleanSpark expense reimbursement fee will be credited against the amount of the GRIID termination fee.

Effect of Termination

In the event of termination of the merger agreement pursuant to the provisions described in the section entitled “The Merger Agreement—Termination,” the merger agreement (other than certain provisions as set forth in the merger agreement) will become void and of no effect with no liability on the part of any party to the merger agreement. However, except as otherwise expressly provided in the merger agreement, no termination of the merger agreement will relieve any party to the merger agreement of any liability or damages to the other parties resulting from any willful and material breach of the merger agreement.

Expenses