CleanSpark Closes $2.276 Billion in Project Debt for Meta-Leased AI Campus
Capital Build
Company Background
CleanSpark (Nasdaq: CLSK) began as a bitcoin miner and has pivoted toward AI data center development, describing itself as controlling more than 1.8 gigawatts of contracted power across a geographically diverse U.S. portfolio. Fiscal year 2025, ended September 30, 2025, produced $766.3 million in revenue and $364.5 million in net income, aided by mark-to-market gains on bitcoin holdings under ASC 350-60. The three quarters that followed turned sharply negative: net losses of $378.7 million, $378.3 million, and $239.8 million in the December 2025, March 2026, and June 2026 quarters respectively — cumulative losses of approximately $997 million — driven largely by bitcoin fair-value declines as prices fell.
By June 30, 2026, cash stood at $202.6 million, bitcoin holdings at $814.9 million, and long-term debt (net of discount and issuance costs) at $1.78 billion. Total stockholders' equity had contracted to $761 million from $2.175 billion at September 30, 2025. The November 2025 closing of $1.15 billion in 0.00% convertible notes due 2032 — accompanied by a roughly $460 million share repurchase from note investors — accounts for the bulk of that debt balance entering the current transaction.
What Was Disclosed
CSDC Finance I, LLC, a wholly-owned indirect subsidiary of CleanSpark, closed a $2.276 billion offering of 7.875% Senior Secured Notes due October 1, 2031, at a price of 98.500% of principal. The notes were placed in a Rule 144A and Regulation S private offering through Morgan Stanley & Co. LLC as representative of initial purchasers, under a purchase agreement dated September 18, 2026. The indenture was entered with U.S. Bank Trust Company, National Association acting as both trustee and collateral agent.