Amended Current Report Filing (8-k/a)
February 24 2021 - 4:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
December 9, 2020
CLEANSPARK, INC.
(Exact name of Registrant as specified in
its charter)
Nevada
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001-39187
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87-0449945
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1185 S. 1800 West, Suite 3
Woods Cross, Utah 84087
(Address of Principal Executive Offices)
(702) 941-8047
(Registrant’s Telephone Number, Including
Area Code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.001 per share
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CLSK
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
As previously reported by CleanSpark, Inc.,
a Nevada corporation (the “Company”), on a Current Report on Form 8-K filed by the Company with the Securities and
Exchange Commission (the “Commission”) on December 10, 2020 (the “Prior 8-K”), the Company entered into
an Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 9, 2020, by and among ATL Data Centers
LLC, a Georgia limited liability company (“ATL”), CLSK Merger Sub, LLC, a Delaware limited liability company and a
wholly-owned subsidiary of the Company (“Merger Sub”), Bernardo Schucman (“Schucman”), Gustavo Lima Caldeira
De Andrada (“De Andrada), and John Allen Martins Blount (“Blount” and collectively with Schucman and De Andrada,
the “Sellers”) (the “Merger”). The Merger closed on December 10, 2020.
This amended Current Report on Form 8-K/A
(this “Amendment”) amends and supplements the Prior 8-K to provide the financial statements and pro forma financial
information as required by Items 9.01(a) and (b) of Form 8-K. No other amendments or modifications to the Prior 8-K are being made
by this Amendment. This Amendment should be read in connection with the Prior 8-K, which provides a more complete description
of the Merger, Merger Agreement, and transactions contemplated thereby.
Item 9.01. Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired.
The audited financial statements of ATL Data Centers LLC, as of
September 30, 2020, are filed as Exhibit 99.1 hereto.
(b)
Pro Forma Financial Information.
The unaudited pro forma consolidated balance
sheet of the Company as of September 30, 2020, which gives effect to the acquisition of ATL Data Centers
LLC, and the unaudited pro forma consolidated statement of operations of the Company for the year ended September 30,
2020, which gives effect to such acquisition, are filed as Exhibit 99.2 hereto.
(d)
Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CLEANSPARK, INC.
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Dated: February 24, 2021
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By:
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/s/ Lori L. Love
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Lori L. Love
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Chief Financial Officer
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