The information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer, solicitation or sale is not permitted.

PRELIMINARY, SUBJECT TO COMPLETION, DATED AUGUST 6, 2024

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).

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 [ ], 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 [ ], 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 [  ], 2024, and is first being mailed to stockholders of GRIID on or about [  ], 2024.

2577 Duck Creek Road

Cincinnati, Ohio 45212

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on [  ], 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 [ ] [a.m./p.m.], Eastern Time, on [    ], 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 [ ], 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 196.

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 [  ], 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-[    ]), 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 [    ], 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

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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 196 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). 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.

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 August 2, 2024.

2

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.

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.

3

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 [ ], 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 [ ] 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 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

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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.

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:

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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 [ ] [a.m./p.m.], Eastern Time, on [  ], 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 [ ] [a.m./p.m.], Eastern Time, on [ ], 2024. Online access will begin at [ ] [a.m./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.

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,

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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

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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.

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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 [ ], 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.

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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

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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:

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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

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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.

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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 196.

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:

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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.

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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.

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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.

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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, (“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 180 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 geographically separate organizations; unanticipated issues in integrating information technology,

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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 196.

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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 196.

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.

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On March 11, 2024, GRIID had a video conference call with a prospective nationally recognized financial advisor to explore potential financing and strategic transaction opportunities for GRIID. The financial advisor 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 another nationally recognized financial advisor and underwriter to explore potential financing and strategic transaction opportunities for GRIID. This second financial advisor 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.

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.

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.

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.

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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 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.

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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 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

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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.

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

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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.

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.

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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.

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.

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

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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 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:

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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:

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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 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:

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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):

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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

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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 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

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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;

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

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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.

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.

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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 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

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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 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.

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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.

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:

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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. 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 of which a portion was payable upon Lincoln’s retention, and the balance 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 customary fees, reimbursement and indemnification.

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.

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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 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.

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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 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

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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.

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:

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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.

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 July 15, 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 July 15, 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

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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.

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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 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

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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.

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.

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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 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.

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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:

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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. 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.

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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.

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.

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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