CLEANSPARK, INC.

Previous wording

We are a bitcoin mining company. We independently own and operate a large portfolio of data centers across the United States with locations in Georgia, Mississippi, Tennessee and Wyoming for a total contracted power capacity of approximately 915 megawatts (“MW”) as of March 31, 2025. We intend to continue our growth in these regions and are actively developing plans for additional capacity in Wyoming, Georgia, and Tennessee. We had an independent data center operation in Massena, NY subject to a hosting agreement that operated 50 MW, which expired on December 31, 2024. The parties commenced wind-down procedures upon expiration. All MW allocated to the Company have been vacated as of March 31, 2025. We have no intention to mine, purchase or hold any other crypto assets at this time or in the foreseeable future, and we did not hold any other crypto asset as of March 31, 2025.

Current wording

We are a bitcoin mining company. We independently own, lease and operate a large portfolio of data centers across the United States with locations in Georgia, Mississippi, Tennessee and Wyoming for a total contracted power capacity of approximately 987 megawatts (“MW”) as of June 30, 2025. We intend to continue our growth in these regions and are actively developing plans for additional capacity in Tennessee. We had an independent data center operation in Massena, NY subject to a hosting agreement that operated 50 MW, which expired on December 31, 2024. The parties commenced wind-down procedures upon expiration. All MW allocated to the Company have been vacated as of June 30, 2025. We have no intention to mine, purchase or hold any other crypto assets at this time or in the foreseeable future, and we did not hold any other crypto asset as of June 30, 2025.

Previous wording

Factors such as access to specialized mining servers, energy, electricity cost, environmental factors (such as cooling capacity) and location play important roles in mining. As of March 31, 2025, our operating mining units were capable of producing over 42.4 exahash per second (“EH/s”) of computing power. In bitcoin mining, “hashrate” is a measure of the computing and processing power and speed by which a mining computer mines and processes transactions on the bitcoin network. We expect to continue increasing our computing power through 2025 and beyond as we expand our infrastructure at our owned sites in Wyoming, Tennessee, and Georgia, seek regional expansion opportunities, and evaluate strategic acquisition targets. A company’s computing power measured in hashrate is a significant factor in its bitcoin mining revenue.

Current wording

Factors such as access to specialized mining servers, energy, electricity cost, environmental factors (such as cooling capacity) and location play important roles in mining. As of June 30, 2025, our operating mining units produced an average computing power of 45.3 exahash per second (“EH/s”), reaching a peak of 50 EH/s during the period. In bitcoin mining, “hashrate” is a measure of the computing and processing power and speed by which a mining computer mines and processes transactions on the bitcoin network. We expect to continue increasing our computing power through 2025 and beyond as we expand our infrastructure at our owned sites in Tennessee, seek regional expansion opportunities, and evaluate strategic acquisition targets. A company’s computing power measured in hashrate is a significant factor in its bitcoin mining revenue.

Previous wording

We owned approximately 313,074 miners as of March 31, 2025, of which approximately 205,412 were in service as of March 31, 2025 and the remainder pertain to new machines ready to install in the Cheyenne, WY and Jackson, TN expansions and other expansion opportunities, are being evaluated for relocation or are pending repair. Our miners range in age from 2-51 months and have an average age of approximately 13 months. Effective May 2024, we estimate the useful lives of our miners to be three years. We do not have scheduled downtime for our miners, however, we periodically perform unscheduled maintenance and curtailments on our miners, but such downtime has not historically been significant. When performing unscheduled maintenance, we will typically replace the miner with a substitute miner to limit overall downtime. The miners owned as of March 31, 2025 had a range of energy efficiency (watts per terahash – “w/th”) of 13.5 to 29.5 w/th with an average operating energy efficiency of 17 w/th.

Current wording

We owned approximately 329,001 miners as of June 30, 2025, of which approximately 241,227 were in service as of June 30, 2025 and the remainder pertain to new machines ready to install in expansion opportunities, are being evaluated for relocation or are pending repair. Our miners range in age from 1-54 months and have an average age of approximately 13 months. Effective May 2024, we estimate the useful lives of our miners to be three years. We do not have scheduled downtime for our miners, however, we periodically perform unscheduled maintenance and curtailments on our miners, but such downtime has not historically been significant. When performing unscheduled maintenance, we will typically replace the miner with a substitute miner to limit overall downtime. The miners in service as of June 30, 2025 had a range of energy efficiency (watts per terahash – “w/th”) of 13.5 to 29.5 w/th with an average operating energy efficiency of 16.2 w/th.

Previous wording

We obtain bitcoin as a result of our mining operations, and we may sell bitcoin from time to time to support our operations and strategic growth. We also will utilize our bitcoin as collateral for lending arrangements. Prior to April 2025, we did not engage in regular trading of bitcoin (other than as necessary to convert our bitcoin into U.S. dollars) or engage in hedging activities related to our holding of bitcoin. In April 2025, we launched our institutional grade in-house trading function as we shift to a balanced approach between monetizing new production and building long-term holdings which may include various derivative strategies to generate yield from our bitcoin holdings balance, and we plan to continue to integrate these strategies into our regular treasury management activities. Treasury management activities may serve cash management, strategic growth, revenue or bitcoin balance hedging, incremental revenue or other general corporate purposes. Currently, we do not use a formula or specific methodology to determine whether or when we will sell bitcoin that we hold, or the number of bitcoins we will sell. Rather, decisions to hold or sell bitcoins are currently determined by management by analyzing the need for working capital, forecasts and monitoring the market in real time.

Current wording

We obtain bitcoin as a result of our mining operations, and we sell bitcoin from time to time to support our operations and strategic growth. We also will utilize our bitcoin as collateral for lending arrangements. Prior to April 2025, we did not engage in regular trading of bitcoin (other than as necessary to convert our bitcoin into U.S. dollars) or engage in hedging activities related to our holding of bitcoin. In April 2025, we launched our institutional grade in-house trading function as we shift to a balanced approach between monetizing new production and building long-term holdings which may include various derivative strategies to generate yield from our bitcoin holdings balance, and we plan to continue to integrate these strategies into our regular treasury management activities. Treasury management activities may serve cash management, strategic growth, or bitcoin balance hedging, incremental other income or other general corporate purposes. Currently, we do not use a formula or specific methodology to determine whether or when we will sell bitcoin that we hold, or the number of bitcoins we will sell. Rather, decisions to hold or sell bitcoins are currently determined by management by analyzing the need for working capital, forecasts and monitoring the market in real time.

Previous wording

As of March 31, 2025, we held 11,869 bitcoins of which, we held 99% in cold storage and 1% in hot wallets. The fair value of our bitcoins as of March 31, 2025 was $979,635 on our condensed consolidated balance sheets. Effective October 1, 2023, we adopted ASC 350-60, which requires bitcoin to be measured at fair value; as a result, the carrying value of each bitcoin we held at October 1, 2023 and each subsequent reporting period reflects the price of one bitcoin quoted on the active exchange, Coinbase, at the end of the reporting period. Therefore, decreases in the market price of bitcoin could have a material impact on our earnings and on the carrying value of our bitcoin. See Note 2 - Summary of Significant Accounting Policies for more details on the impact of implementation in the Form 10-K.

Current wording

As of June 30, 2025, we held 10,075 bitcoins of which, we held 99% in cold storage and 1% in hot wallets. The fair value of our bitcoin as of June 30, 2025 was $1,079,754 on our condensed consolidated balance sheets. Our bitcoin is classified on our balance sheet as either current or noncurrent. We also have 2,533 bitcoin that are held as collateral for our borrowings under our Coinbase Line of credit, which are classified in our balance sheet as Receivable from bitcoin collateral. Effective October 1, 2023, we adopted ASC 350-60, which requires bitcoin to be measured at fair value; as a result, the carrying value of each bitcoin we held at October 1, 2023 and each subsequent reporting period reflects the price of one bitcoin quoted on the active exchange, Coinbase, at the end of the reporting period. Therefore, decreases in the market price of bitcoin could have a material impact on our earnings and on the carrying value of our bitcoin. See Note 2 - Summary of Significant Accounting Policies for more details on the impact of implementation in the Form 10-K.

Previous wording

As of March 31, 2025, our operating hashrate was approximately 5.08% of the total global hashrate, and we received approximately the same percentage of the global blockchain rewards, which as of that date equaled approximately 22-23 bitcoin per day, excluding the bitcoin earned from network transaction fees. Ultimately, in order to mine profitably, we work to ensure that these mining rewards cover our direct operating costs.

Current wording

As of June 30, 2025, our operating hashrate was approximately 5.14% of the total global hashrate, and we received approximately the same percentage of the global blockchain rewards, which as of that date equaled approximately 23-24 bitcoin per day, excluding the bitcoin earned from network transaction fees. Ultimately, in order to mine profitably, we work to ensure that these mining rewards cover our direct operating costs.

Previous wording

The table below describes the average cost of mining each bitcoin for the three and six months ended March 31, 2025 and 2024 and the total energy usage and cost per each kilowatt hour (“kWh”) utilized within our owned facilities.

Current wording

The table below describes the average cost of mining each bitcoin for the three and nine months ended June 30, 2025 and 2024 and the total energy usage and cost per each kilowatt hour (“kWh”) utilized within our owned facilities.

Previous wording

Power prices are the most significant cost driver for our wholly owned locations, and energy expense represented 46.0% and 26.6% as expressed as a percentage of bitcoin mining revenues during the three months ended March 31, 2025 and 2024, respectively, and 43.4% and 29.8% as expressed as a percentage of bitcoin mining revenues during the six months ended March 31, 2025 and 2024, respectively.

Current wording

Power prices are the most significant cost driver for our wholly owned locations, and energy expense represented 45.3% and 40.7% as expressed as a percentage of bitcoin mining revenues during the three months ended June 30, 2025 and 2024, respectively, and 44.1% and 33.9% as expressed as a percentage of bitcoin mining revenues during the nine months ended June 30, 2025 and 2024, respectively.

Previous wording

Energy prices can be highly volatile and global events can impact energy rates. We have a diverse portfolio of power contracts across our sites in the State of Georgia, Mississippi, Tennessee and Wyoming. The majority of these contracts and our previously hosted miners in New York State are currently subject to variable prices and market rate fluctuations with respect to wholesale power costs. Such prices are governed by power purchase agreements which vary by location, and said prices can change hour to hour. While this renders energy prices less predictable, it also gives us greater ability and flexibility to actively manage the energy we consume with a goal of increasing profitability and energy efficiency. Energy prices are also highly sensitive to weather events, such as winter storms and polar vortices, which periodically increase the demand for power regionally. When such events occur, we may curtail our operations to avoid using power at increased rates, at the request of grid operators in cases of emergencies or to support utility grid resiliency efforts. The average power prices we paid under our power contracts at our owned facilities were $0.060 and $0.043 per kWh for the three months ended March 31, 2025 and 2024, respectively, and were $0.055 and $0.043 per kWh, for the six months ended March 31, 2025 and 2024 respectively.

Current wording

Energy prices can be highly volatile and global events can impact energy rates. We have a diverse portfolio of power contracts across our sites in the State of Georgia, Mississippi, Tennessee and Wyoming. The majority of these contracts are currently subject to variable prices and market rate fluctuations with respect to wholesale power costs. Such prices are governed by power purchase agreements which vary by location, and said prices can change hour to hour. While this renders energy prices less predictable, it also gives us greater ability and flexibility to actively manage the energy we consume with a goal of increasing profitability and energy efficiency. Energy prices are also highly sensitive to weather events, such as winter storms and polar vortices, which periodically increase the demand for power regionally. When such events occur, we may curtail our operations to avoid using power at increased rates, at the request of grid operators in cases of emergencies or to support utility grid resiliency efforts. The average power prices we paid under our power contracts at our owned facilities were $0.056 and $0.048 per kWh for the three months ended June 30, 2025 and 2024, respectively, and were $0.056 and $0.045 per kWh, for the nine months ended June 30, 2025 and 2024 respectively.

Previous wording

The management and operations teams make real-time determinations on the need and timing during which we should curtail our operations. We curtail when power prices exceed the value we would receive for the corresponding fixed bitcoin reward in response to utility programs. This means if bitcoin’s value decreases or energy prices increase, our curtailment may increase; likewise, when bitcoin’s value increases and energy prices decrease, our curtailment may decrease. The management and operations teams manage these decisions on an hour-by-hour basis across all our sites, both wholly owned and hosted. The Company did not have significant curtailment and maintained an average uptime greater than 90% during the six months ended March 31, 2025. A large portion of the curtailment during the first quarter related to Hurricane Helene which affected our Georgia sites at the end of September 2024 to the beginning of October 2024. The southeast Georgia sites were shut down as the hurricane began impacting the region, thus at the beginning of the October 2024, these sites were operating on approximately 200 MW which gradually increased during the same week to its the full 365 MW capacity when utilities was restored to the communities.

Current wording

The management and operations teams make real-time determinations on the need and timing during which we should curtail our operations. We curtail when power prices exceed the value we would receive for the corresponding fixed bitcoin reward in response to utility programs. This means if bitcoin’s value decreases or energy prices increase, our curtailment may increase; likewise, when bitcoin’s value increases and energy prices decrease, our curtailment may decrease. The management and operations teams manage these decisions on an hour-by-hour basis across all our sites. The Company did not have significant curtailment and maintained an average uptime greater than 90% during the nine months ended June 30, 2025. A large portion of the curtailment during the first quarter related to Hurricane Helene which affected our Georgia sites at the end of September 2024 to the beginning of October 2024. The southeast Georgia sites were shut down as the hurricane began impacting the region, thus at the beginning of the October 2024, these sites were operating on approximately 200 MW which gradually increased during the same week to its the full 365 MW capacity when utilities was restored to the communities.

Previous wording

The Company records depreciation expense (a non-cash expense) on its miners on a straight-line basis over the miners' expected useful life. Such non-cash depreciation amounts are recorded within the condensed consolidated statement of operations and comprehensive income as “Depreciation and Amortization”. Although the Company recognizes depreciation with respect to its mining assets, it does not consider depreciation in determining whether it is economical to operate its mining equipment since depreciation expense is not an avoidable operating cost, such as energy costs. The table above presents the non-cash miner depreciation expense on a “per bitcoin” basis, calculated by dividing miner depreciation expense in our owned facilities by the number of bitcoin mined in the owned facilities. On a “cost per bitcoin” ratio, miner depreciation expense was $33,552 and $11,757 for the six months ended March 31, 2025 and 2024, respectively. The number of bitcoin received by all the miners, including the Company was reduced by 50% effective April 19, 2024 when the bitcoin algorithm halved the rewards from 6.25 per block to 3.125 per block increasing depreciation expense on a comparable per bitcoin basis as it takes more miners to produce the same number of bitcoin.

Current wording

The Company records depreciation expense (a non-cash expense) on its miners on a straight-line basis over the miners' expected useful life. Such non-cash depreciation amounts are recorded within the condensed consolidated statement of operations and comprehensive income as “Depreciation and Amortization”. Although the Company recognizes depreciation with respect to its mining assets, it does not consider depreciation in determining whether it is economical to operate its mining equipment since depreciation expense is not an avoidable operating cost, such as energy costs. The table above presents the non-cash miner depreciation expense on a “per bitcoin” basis, calculated by dividing miner depreciation expense in our owned facilities by the number of bitcoin mined in the owned facilities. On a “cost per bitcoin” ratio, miner depreciation expense was 41,601 and 16,753 for the three months ended June 30, 2025 and 2024, respectively, and $36,358 and $13,067 for the nine months ended June 30, 2025 and 2024, respectively. The number of bitcoin received by all the miners, including the Company, was reduced by 50% effective April 19, 2024 when the bitcoin algorithm halved the rewards from 6.25 per block to 3.125 per block increasing depreciation expense on a comparable per bitcoin basis as it takes more miners to produce the same number of bitcoin.

Previous wording

We have financing costs for a limited number of miners in our miner fleet and such costs are recorded within Interest Expense in our condensed consolidated statement of operations and comprehensive income. The table above presents financing costs per bitcoin calculated by dividing direct interest expense on our miner financing agreement by the number of bitcoin mined in our owned facilities. On a cost per bitcoin ratio, financing costs were $60 and $197 for the three months ended March 31, 2025 and 2024, respectively and were $78 and $216 for the six months ended March 31, 2025 and 2024, respectively.

Current wording

We have financing costs for a limited number of miners in our miner fleet and such costs are recorded within Interest Expense in our condensed consolidated statement of operations and comprehensive income. The table above presents financing costs per bitcoin calculated by dividing direct interest expense on our miner financing agreement by the number of bitcoin mined in our owned facilities. On a cost per bitcoin ratio, financing costs were $21 and $208 for the three months ended June 30, 2025 and 2024, respectively and were $58 and $214 for the nine months ended June 30, 2025 and 2024, respectively.

Previous wording

The table below describes the average cost of mining each bitcoin for the three and six months ended March 31, 2025 and 2024 and the total energy usage and cost per each kWh utilized within our hosted facilities. As of March 31, 2025, we no longer operated mining at hosted facilities. Accordingly, the bitcoin mined in the three months ended March 31, 2025 was approximately 1% of our total bitcoin mined for the consolidated entity.

Current wording

The table below describes the average cost of mining each bitcoin for the three and nine months ended June 30, 2025 and 2024 and the total energy usage and cost per each kWh utilized within our hosted facilities. As of March 31, 2025, we no longer operated mining at hosted facilities. Accordingly, the there were no bitcoin operations in hosted facilities in the three months ended June 30, 2025 and is therefore is not presented in the table below.

Previous wording

For our co-locations, hosting fees (which comprise direct operating costs of the third-party operator with energy as the largest cost) and profit sharing were a combined 146.5% and 62.0% as a percentage of bitcoin mining revenues during the three months ended March 31, 2025 and 2024, respectively and 96.7% and 61.7% as a percentage of bitcoin mining revenues during the six months ended March 31, 2025 and 2024, respectively. In connection with our decision to terminate our hosting arrangements, we incurred $665 of non-recurring fees for the transition and vacating the location, included in the hosting fees.

Current wording

For our co-locations, hosting fees (which comprise direct operating costs of the third-party operator with energy as the largest cost) and profit sharing were a combined 69.9% as a percentage of bitcoin mining revenues during the three months ended June 30, 2024 (as there was no fees or profit sharing for the three months ended June 30, 2025), and 96.7% and 60.2% as a percentage of bitcoin mining revenues during the six months ended June 30, 2025 and 2024, respectively. In connection with our decision to terminate our hosting arrangements, we incurred $665 of non-recurring fees for the transition and vacating the location, included in the hosting fees.

Previous wording

At our hosted facilities, the hosting fee as compared to kWh utilized in the hosted facilities was $0.121 and $0.075 per kWh for the three months ended March 31, 2025 and 2024, respectively and was $0.078 and $0.071 per kWh for the six months ended March 31, 2025 and 2024, respectively. The Company did not have significant curtailment greater than 20% of total operating time during the six months ended March 31, 2025.

Current wording

At our hosted facilities, the hosting fee as compared to kWh utilized in the hosted facilities was $0.063 per kWh for the three months ended June 30, 2024 (as there was no fees for the three months ended June 30, 2025), and was $0.078 and $0.068 per kWh for the nine months ended June 30, 2025 and 2024, respectively. The Company did not have significant curtailment greater than 20% of total operating time during the nine months ended June 30, 2025.

Previous wording

On a “cost per bitcoin” ratio, miner depreciation expense was $4 and $21,763 for the six months ended March 31, 2025 and 2024, respectively. The decrease presented was mainly due to the miners being nearly fully depreciated as of September 30, 2024.

Current wording

On a “cost per bitcoin” ratio, miner depreciation expense was $4 and $23,091 for the nine months ended June 30, 2025 and 2024, respectively. The decrease presented was mainly due to the miners being nearly fully depreciated as of September 30, 2024.

Previous wording

We earned $181,712 in bitcoin mining revenue during the three months ended March 31, 2025, which was an increase of $69,913, or 63%, as compared with $111,799 for the three months ended March 31, 2024. Bitcoin mining revenues are recorded net of bitcoin mining fees charged by our sole mining pool operator that equaled approximately 0.15% of gross bitcoin mining revenues for the three months ended March 31, 2025, and are determined by two main drivers: quantity of bitcoin mined and the price of bitcoin on the date the bitcoin is mined. During the three months ended March 31, 2025, we mined 1,957 bitcoin with an average bitcoin price of $92,870 as compared to 2,031 bitcoin with an average bitcoin price of $55,046 during the three months ended March 31, 2024. The increase in bitcoin mining revenue for the three months ended March 31, 2025 was attributable to the increase in the average bitcoin price offset by the decrease in the bitcoin mined during the period and as compared to the three months ended March 31, 2024. The decrease in the quantity of bitcoin mined was primarily driven by the reduction in bitcoin block rewards from 6.25 per block recognized during the three months ended March 31, 2024 as compared to 3.125 per block recognized during the three months ended March 31, 2025. This reduction in block rewards due to the halving in April 2024 was offset by the increased number of our miners in operation, which increased to 205,412 compared to 133,963, an increase of 71,449 or 53% between March 31, 2024 and March 31, 2025. The increase in our miners in operation increases our hashrate, which is our total computational power, and which when understood in the context of global hashrate, determines how much bitcoin we are able to mine.

Current wording

We earned $198,644 in bitcoin mining revenue during the three months ended June 30, 2025, which was an increase of $94,536, or 91%, as compared with $104,108 for the three months ended June 30, 2024. Bitcoin mining revenues are recorded net of bitcoin mining fees charged by our sole mining pool operator (Foundry) that equaled approximately 0.25% of gross bitcoin mining revenues for the three months ended June 30, 2025, and are determined by two main drivers: quantity of bitcoin mined and the price of bitcoin on the date the bitcoin is mined. During the three months ended June 30, 2025, we mined 2,012 bitcoin (gross of Foundry fees) with an average bitcoin price of $98,736 as compared to 1,580 bitcoin with an average bitcoin price of $65,891 during the three months ended June 30, 2024. The increase in bitcoin mining revenue for the three months ended June 30, 2025 was attributable to the increase in the average bitcoin price and total bitcoin mined during the period as compared to the three months ended June 30, 2024. This occurred as we increased the number of our miners in operation, which rose to 241,227 compared to 152,505, an expansion of 88,722 or 58% between June 30, 2024 and June 30, 2025. The increase in our miners in operation increases our hashrate, which is our total computational power, and which when understood in the context of global hashrate, determines how much bitcoin we are able to mine.

Previous wording

Our cost of revenues was $85,424 for the three months ended March 31, 2025, an increase of $51,126, or 149%, as compared with $34,298 for the three months ended March 31, 2024. These costs were primarily related to energy costs to operate the miners within our owned facilities, which were $82,668 for the three months ended March 31, 2025, an increase of $56,440, or 215%, as compared to $26,228 for the three months ended March 31, 2024. The increase in energy costs was due to the expansion of our operations since March 31, 2024 and the increase in the volume of miners operating in our owned locations. We continually evaluate energy and bitcoin prices and periodically will curtail our mining operations when it is advantageous to do so.

Current wording

Our cost of revenues was $90,128 for the three months ended June 30, 2025, an increase of $44,948, or 99%, as compared with $45,180 for the three months ended June 30, 2024. These costs were primarily related to energy costs to operate the miners within our owned facilities, which were $89,895 for the three months ended June 30, 2025, an increase of $51,350, or 133%, as compared to $38,545 for the three months ended June 30, 2024. The increase in energy costs was due to the expansion of our operations since June 30, 2024 and the increase in the volume of miners operating in our owned locations. We continually evaluate energy and bitcoin prices and periodically will curtail our mining operations when it is advantageous to do so.

Previous wording

We also incurred hosting fees of $2,736 and profit-sharing fees of $15 for the three months ended March 31, 2025, an decrease of $3,829, or 58%, and a decrease of $1,488, or 99%, as compared to $6,565 and $1,503, respectively, for the three months ended March 31, 2024. The hosting fees and profit-sharing fees were primarily the result of our co-location agreement with Coinmint. The hosting fees decreased period over period due to the expiration of the hosting agreement, subsequent wind-down procedures and removal of miners during the three months ended March 31, 2025.

Current wording

We also incurred no hosting and profit-sharing fees for the three months ended June 30, 2025, a complete decrease of $5,598 for hosting fees, and $911 for profit-sharing fees as compared to the three months ended June 30, 2024. The hosting fees and profit-sharing fees were primarily the result of our co-location agreement with Coinmint. The hosting fees decreased period over period due to the expiration of the hosting agreement, subsequent wind-down procedures and removal of miners during the three months ended March 31, 2025.

Previous wording

Professional fees, which consisted primarily of legal, accounting and consulting fees, were $2,983 for the three months ended March 31, 2025, an increase of $775, or 35%, from $2,208 for the three months ended March 31, 2024. This increase was primarily attributable to legal and other professional consulting fees during the three months ended March 31, 2025. Legal expenses were $1,042 for the three months ended March 31, 2025, as compared to $772 for the three months ended March 31, 2024. Other professional fees, namely accounting and consulting, were $1,942 for the three months ended March 31, 2025, as compared to $1,432 for the three months ended March 31, 2024, representing an increase of $509. The increase in accounting fees was primarily related to tax services and consulting.

Current wording

Professional fees, which consisted primarily of legal, accounting and consulting fees, were $3,004 for the three months ended June 30, 2025, a decrease of $1,364, or 31%, from $4,368 for the three months ended June 30, 2024. This decrease was primarily attributable to legal and other professional consulting fees during the three months ended June 30, 2025. Legal expenses were $996 for the three months ended June 30, 2025, as compared to $2,493 for the three months ended June 30, 2024. Other professional fees, namely accounting and consulting, were $2,008 for the three months ended June 30, 2025, as compared to $1,875 for the three months ended June 30, 2024, representing an increase of $133. The increase in accounting fees was primarily related to tax services and consulting.

Previous wording

Payroll expenses were $15,254 for the three months ended March 31, 2025, a decrease of $1,565, or 9%, from $16,820 for the three months ended March 31, 2024. Our payroll expenses include all compensation related expenses for our employees and mainly include salaries, wages, payroll-related taxes and benefits and non-cash stock-based compensation. Payroll expenses, excluding non-cash stock-based compensation, were $12,154 for the three months ended March 31, 2025, representing an increase of 73% from $7,023 for the three months ended March 31, 2024, mainly attributed to an increase in employee headcount along with employee bonuses.

Current wording

Payroll expenses were $16,398 for the three months ended June 30, 2025, a decrease of $752, or 4%, from $17,150 for the three months ended June 30, 2024. Our payroll expenses include all compensation related expenses for our employees and mainly include salaries, wages, payroll-related taxes and benefits and non-cash stock-based compensation. Payroll expenses, excluding non-cash stock-based compensation, were $11,911 for the three months ended June 30, 2025, representing a decrease of 16% from $14,204 for the three months ended June 30, 2024, mainly attributed to the reduction in bonus accruals in the three months ended June 30, 2025, partially offset by increased headcount due to expansion of operational locations.

Previous wording

We grant stock-based awards to certain employees as a significant portion of our payroll-related costs. Stock-based compensation, which is a non-cash expense, was $3,101 for the three months ended March 31, 2025, a decrease of $6,697, or 68%, from $9,797 for the three months ended March 31, 2024. The decrease in stock-based compensation was mainly attributed to the vesting of a certain market-based restricted stock awards in February 2024. Additionally, there is no grant date or service inception date for the 2025 LTIP and accordingly there is no expense recognized in the six months ended March 31, 2025.

Current wording

Stock-based awards granted to certain employees are a significant portion of our payroll-related costs. Stock-based compensation, which is a non-cash expense, was $4,488 for the three months ended June 30, 2025, an increase of $1,542, or

Previous wording

General and administrative expenses increased to $11,736 for the three months ended March 31, 2025 from $6,819 for the three months ended March 31, 2024, representing an increase of $4,917. This increase was primarily attributable to increases in corporate overhead, including, but not limited to, property taxes and insurance premiums (primarily due to the substantial increase in owned assets) and rent.

Current wording

General and administrative expenses increased to $16,566 for the three months ended June 30, 2025 from $8,235 for the three months ended June 30, 2024, representing an increase of $8,331 or 101%. This increase was primarily attributable to increases in corporate overhead, including, but not limited to, property taxes and insurance premiums (primarily due to the substantial increase in owned assets), rent, maintenance, and marketing expenses as we focused on increasing visibility in the current period.

Previous wording

Loss on fair value of bitcoin for the three months ended March 31, 2025 was $127,667 as compared to a gain on fair value of bitcoin of $119,702 for the three months ended March 31, 2024, a change of $247,369. We measured crypto assets within the scope of ASC Topic 350-60 -Intangibles - Goodwill and Other - Crypto Assetsat fair value in accordance with ASC Topic 820 -Fair Value Measurementand included the gains and losses from remeasurement in net income. The loss for the three months ended March 31, 2025 pertains to the change in bitcoin's fair value from approximately $93,400 per bitcoin on December 31, 2024 to approximately $82,500 per bitcoin on March 31, 2025. Meanwhile the gain for the three months ended March 31, 2024 pertains to the change in bitcoin's fair value from approximately $42,300 per bitcoin on December 31, 2023 to $71,300 per bitcoin on March 31, 2024.

Current wording

Gain on fair value of bitcoin for the three months ended June 30, 2025 was $268,651 as compared to a loss on fair value of bitcoin of $48,338 for the three months ended June 30, 2024, a change of $316,989 or 656%. We measured crypto assets within the scope of ASC Topic 350-60 -Intangibles - Goodwill and Other - Crypto Assetsat fair value in accordance with ASC Topic 820 -Fair Value Measurementand included the gains and losses from remeasurement in net income. The gain for the three months ended June 30, 2025 pertains to the change in bitcoin's fair value from approximately $82,500 per bitcoin on March 31, 2025 to approximately $107,200 per bitcoin on June 30, 2025. Meanwhile the loss for the three months ended June 30, 2024 pertains to the change in bitcoin's fair value from approximately $71,300 per bitcoin on March 31, 2024 to $62,700 per bitcoin on June 30, 2024.

Previous wording

Depreciation and amortization expense increased to $78,901 for the three months ended March 31, 2025, from $32,187 for the three months ended March 31, 2024, an increase of $46,714, or 145%. Depreciation expense increased by $46,267, or $0, during the three months ended March 31, 2025, to $77,933 from $31,666, mainly due to an increase in miners and mining-related equipment being placed in service during the comparative period. Additionally, effective May 1, 2024, all miners would be adjusted to a useful life of 3 years, a reduction from 5 years.

Current wording

Depreciation and amortization expense increased to $94,880 for the three months ended June 30, 2025, from $40,727 for the three months ended June 30, 2024, an increase of $54,153, or 133%. Depreciation expense increased by $53,659, or 133%, during the three months ended June 30, 2025, to $93,858 from $40,199, mainly due to an increase in miners and mining-related equipment being placed in service during the comparative period. Additionally, effective May 1, 2024, all miners would be adjusted to a useful life of 3 years, a reduction from 5 years.

Previous wording

Amortization expense for the three months ended March 31, 2025 was $967, an increase of $446, or 85%, from $522 for the three months ended March 31, 2024. The increase in amortization expense is primarily due to the Company's acquisition of software in the amount of $6,000 in the current year.

Current wording

Amortization expense for the three months ended June 30, 2025 was $1,023, an increase of $495, or 94%, from $528 for the three months ended June 30, 2024. The increase in amortization expense is primarily due to the Company's acquisition of software in the amount of $7,000 throughout the current year.

Previous wording

Other expense was $3,811 for the three months ended March 31, 2025, compared with other income, net of $1,209 for the three months ended March 31, 2024, which is a change of $5,020.

Current wording

Other income was $29,334 for the three months ended June 30, 2025, compared with other income, net of $3,341 for the three months ended June 30, 2024, which is a change of $25,993 or 778%.

Previous wording

Interest expense in the three months ended March 31, 2025 increased by $741 to $1,267 from $526 for the three months ended March 31, 2024 due to the amortization of deferred insurance costs from the Convertible Note, the promissory note, and equipment line of credit, which the Company did not have as of March 31, 2024.

Current wording

Interest expense in the three months ended June 30, 2025 increased by $2,969 to $3,454 from $485 for the three months ended June 30, 2024 due to the amortization of deferred insurance costs from the Convertible Note, the promissory note, and equipment line of credit, which the Company did not have as of June 30, 2024.

Previous wording

Net loss for the three months ended March 31, 2025 was $138,792, as compared to net income of $126,735 for the three months ended March 31, 2024, for the reasons stated above.

Current wording

Net income for the three months ended June 30, 2025 was $257,390, as compared to net loss of $236,242 for the three months ended June 30, 2024, for the reasons stated above.

Previous wording

We earned $344,018 in bitcoin mining revenue during the six months ended March 31, 2025, which was an increase of $158,433, or 85%, as compared with $185,585 for the six months ended March 31, 2024. Bitcoin mining revenues are recorded net of bitcoin mining fees charged by our sole mining pool operator that equaled approximately 0.15% of gross bitcoin mining revenues for the six months ended March 31, 2025 and are determined by two main drivers: quantity of bitcoin mined and the price of bitcoin on the date the bitcoin is mined. During the six months ended March 31, 2025, we mined 3,902 bitcoin with an average bitcoin price of $88,170 as compared to 4,051 bitcoin with an average bitcoin price of $45,812 during the six months ended March 31, 2024. The increase in bitcoin mining revenue for the six months ended March 31, 2025 was attributable to the increase in the average bitcoin price as compared to the six months ended March 31, 2024. The decrease in the quantity of bitcoin mined was primarily driven by the reduction in bitcoin block rewards from 6.25 per block to 3.125 per block due to the halving in April 2024 and was offset by the 71,449 or 53% increase of our miners in operation between March 31, 2024 and March 31, 2025. The increase in miners in operation increases our hashrate, which is our total computational power, and which when understood in the context of global hashrate, determines how much bitcoin we are able to mine.

Current wording

We earned $542,662 in bitcoin mining revenue during the nine months ended June 30, 2025, which was an increase of $252,969, or 87%, as compared with $289,693 for the nine months ended June 30, 2024. Bitcoin mining revenues are recorded net of bitcoin mining fees charged by our sole mining pool operator that equaled approximately 0.19% of gross bitcoin mining revenues for the nine months ended June 30, 2025 and are determined by two main drivers: quantity of bitcoin mined and the price of bitcoin on the date the bitcoin is mined. During the nine months ended June 30, 2025, we mined 5,914 bitcoin with an average bitcoin price of $91,765 as compared to 5,628 bitcoin with an average bitcoin price of $51,472 during the nine months ended June 30, 2024. The increase in bitcoin mining revenue for the nine months ended June 30, 2025 was attributable to the increase in the quantity of bitcoin mined and the average bitcoin price as compared to the nine months ended June 30, 2024. The quantity increase was attributable to the 88,722 miners in operation between June 30, 2024 and June 30, 2025, representing a 58% increase period over period. The increase in miners in operation increases our hashrate, which is our total computational power, and which when understood in the context of global hashrate, determines how much bitcoin we are able to mine.

Previous wording

Our cost of revenues was $155,714 for the six months ended March 31, 2025, an increase of $92,520, or 146%, as compared with $63,194 for the six months ended March 31, 2024. These costs were primarily related to energy costs to operate the miners within our owned facilities, which were $145,742 for the six months ended March 31, 2025, an increase of $97,643 or 203% as compared to $48,099 for the six months ended March 31, 2024. The increase in energy costs was due to the increases in the volume of miners operating in our owned locations as well as the increase in average cost per kWh, which approximated $0.055/kWh for the six months ended March 31, 2025 as compared to an average cost of $0.043/kWh for the six months ended March 31, 2024. We continually evaluate energy and bitcoin prices and periodically will curtail our mining operations when it is advantageous to do so.

Current wording

Our cost of revenues was $245,842 for the nine months ended June 30, 2025, an increase of $137,468, or 127%, as compared with $108,374 for the nine months ended June 30, 2024. These costs were primarily related to energy costs to operate the miners within our owned facilities, which were $235,638 for the nine months ended June 30, 2025, an increase of $148,994 or 172% as compared to $86,644 for the nine months ended June 30, 2024. The increase in energy costs was due to the rise in the volume of miners operating in our owned locations as well as the increase in average cost per kWh, which approximated $0.056/kWh for the nine months ended June 30, 2025 as compared to an average cost of $0.045/kWh for the nine months ended June 30, 2024. We continually evaluate energy and bitcoin prices and periodically will curtail our mining operations when it is advantageous to do so.

Previous wording

We also incurred hosting fees of $9,087 and profit-sharing fees of $698 for the six months ended March 31, 2025, a decrease of $3,053, or 25%, and decrease of $2,214, or 76%, as compared to $12,140 and $2,911, respectively, for the six months ended March 31, 2024. The hosting fees and profit-sharing fees were primarily the result of our co-location agreement with Coinmint. The hosting fees decreased period over period due to the expiration of the hosting agreement, subsequent wind-down procedures and removal of miners during the six months ended March 31, 2025.

Current wording

We also incurred hosting fees of $9,087 and profit-sharing fees of $698 for the nine months ended June 30, 2025, a decrease of $8,650, or 49%, and decrease of $3,125, or 82%, as compared to $17,737 and $3,823, respectively, for the nine months ended June 30, 2024. The hosting fees and profit-sharing fees were primarily the result of our co-location agreement with Coinmint. The hosting fees decreased period over period due to the expiration of the hosting agreement, subsequent wind-down procedures and removal of miners during the nine months ended June 30, 2025.

Previous wording

Professional fees, which consisted primarily of legal, accounting and consulting fees, were $6,868 for the six months ended March 31, 2025, a increase of $3,088, or 24%, from $3,780 for the six months ended March 31, 2024. Legal expenses were $2,487 for the six months ended March 31, 2025, as compared to $945 for the six months ended March 31, 2024. This increase was attributable to legal and other professional fees in connection with merger and acquisition transactions of approximately $502 during the six months ended March 31, 2025, as compared to $0 of during the six months ended March 31, 2024. Other professional fees, namely accounting and consulting, were $4,382 for the six months ended March 31, 2025, as compared to $2,835 for the six months ended March 31, 2024, representing an increase of $1,547.

Current wording

Professional fees, which consisted primarily of legal, accounting and consulting fees, were $9,872 for the nine months ended June 30, 2025, a increase of $1,723, or 21%, from $8,149 for the nine months ended June 30, 2024. Legal expenses were $3,482 for the nine months ended June 30, 2025, as compared to $3,438 for the nine months ended June 30, 2024. This increase was attributable to other professional fees due to increased fees of external accounting services engaged to assist with increased complexities in areas such as auditing, tax, and Sarbanes-Oxley compliance (among other accounting related services). These fees increased to $6,389 by approximately $1,679 during the nine months ended June 30, 2025, as compared to $4,710 of during the nine months ended June 30, 2024.

Previous wording

Payroll expenses were $36,124 for the six months ended March 31, 2025, an increase of $3,983, or 9%, from $32,141 for the six months ended March 31, 2024. Our payroll expenses include all compensation related expenses for our employees and mainly include salaries, wages, payroll-related taxes and benefits and non-cash stock-based compensation. Payroll expenses, excluding non-cash stock-based compensation, were $30,002 for the six months ended March 31, 2025, representing an increase of 142% from $12,391 for the six months ended March 31, 2024, mainly attributed to an increase in employee headcount.

Current wording

Payroll expenses were $52,522 for the nine months ended June 30, 2025, an increase of $3,231, or 7%, from $49,291 for the nine months ended June 30, 2024. Our payroll expenses include all compensation related expenses for our employees and mainly include salaries, wages, payroll-related taxes and benefits and non-cash stock-based compensation. Payroll expenses, excluding non-cash stock-based compensation, were $41,913 for the nine months ended June 30, 2025, representing an increase of 58% from $26,595 for the nine months ended June 30, 2024, mainly attributed to an increase in employee headcount.

Previous wording

We grant stock-based awards to certain employees as a significant portion of our payroll-related costs. Stock-based compensation, which is a non-cash expense, was $6,122 for the six months ended March 31, 2025, a decrease of $13,628, or 69%, from $19,750 for the six months ended March 31, 2024. The decrease in stock-based compensation was mainly attributed vesting of a market-based restricted stock awards during the six months ended March 31, 2024. Additionally, there is no grant date or service inception date for the 2025 LTIP and accordingly there is no expense recognized in the six months ended March 31, 2025.

Current wording

Stock-based awards granted to certain employees are a significant portion of our payroll-related costs. Stock-based compensation, which is a non-cash expense, was $10,609 for the nine months ended June 30, 2025, a decrease of $12,087, or 53%, from $22,696 for the nine months ended June 30, 2024. The decrease in stock-based compensation was mainly attributed vesting of a market-based restricted stock awards during the nine months ended June 30, 2024. Additionally, there is no grant date or service inception date for the 2025 LTIP and accordingly there is no expense recognized in the nine months ended June 30, 2025.

Previous wording

General and administrative expenses increase to $21,790 for the six months ended March 31, 2025 from $11,822 for the six months ended March 31, 2024, representing an increase of $9,968. This increase was primarily attributable to increases in corporate overhead, including, but not limited to, property taxes and insurance premiums (primarily due to the substantial increase in owned assets) and rent.

Current wording

General and administrative expenses increase to $38,356 for the nine months ended June 30, 2025 from $20,058 for the nine months ended June 30, 2024, representing an increase of $18,298 or 91%. This increase was primarily attributable to increases in corporate overhead, including, but not limited to, property taxes and insurance premiums (primarily due to the substantial increase in owned assets), rent, and marketing expenses as we focused on increasing visibility in the current period.

Previous wording

Gain on fair value of bitcoin, net for the six months ended March 31, 2025 was $90,539 as compared to $155,743 for the six months ended March 31, 2024, a change of $246,282. The gain for the six months ended March 31, 2025 pertains to the change in bitcoin's fair value from approximately $63,300 per bitcoin on September 30, 2024 to approximately $82,500 per bitcoin on March 31, 2024. Meanwhile the gain for the six months ended March 31, 2024 pertains to the change in bitcoin's fair value from approximately $29,960 per bitcoin on September 30, 2023 to $71,300 per bitcoin on March 31, 2024.

Current wording

Gain on fair value of bitcoin, net for the nine months ended June 30, 2025 was $359,190 as compared to $107,406 for the nine months ended June 30, 2024, an increase of $251,784 or 234%. The gain for the nine months ended June 30, 2025 pertains to the change in bitcoin's fair value from approximately $63,300 per bitcoin on September 30, 2024 to approximately $107,200 per bitcoin on June 30, 2025. Meanwhile the gain for the nine months ended June 30, 2024 pertains to the change in bitcoin's fair value from approximately $29,960 per bitcoin on September 30, 2023 to $62,700 per bitcoin on June 30, 2024.

Previous wording

Depreciation and amortization expense increase to $145,130 for the six months ended March 31, 2025, from $62,034 for the six months ended March 31, 2024, an increase of $83,096 or 134%. Depreciation expense increased by $82,059, or 135%, during the six months ended March 31, 2025, from $60,999 to $143,058, due to mainly due to an increase in miners and mining-related equipment being placed in service during the comparative period. Additionally, effective May 1, 2024, all miners would be adjusted to a useful life of 3 years, a reduction from 5 years.

Current wording

Depreciation and amortization expense increase to $240,010 for the nine months ended June 30, 2025, from $102,761 for the nine months ended June 30, 2024, an increase of $137,249 or 134%. Depreciation expense increased by $135,718, or 134%, during the nine months ended June 30, 2025, from $101,198 to $236,916, due to mainly due to an increase in miners and mining-related equipment being placed in service during the comparative period. Additionally, effective May 1, 2024, all miners would be adjusted to a useful life of 3 years, a reduction from 5 years.

Previous wording

Amortization expense for the six months ended March 31, 2025 was $2,072, an increase of $1,037, or 100%, from $1,035 for the six months ended March 31, 2024. In the six months ended March 31, 2025, the Company acquired software in the total amount of $6,000, which was the primary cause for the increase in amortization expense.

Current wording

Amortization expense for the nine months ended June 30, 2025 was $3,094, an increase of $1,531, or 98%, from $1,563 for the nine months ended June 30, 2024. In the nine months ended June 30, 2025, the Company acquired software in the total amount of $7,000, which was the primary cause for the increase in amortization expense.

Previous wording

Other income, net was $42,221 for the six months ended March 31, 2025, compared with other income, net of $6 for the six months ended March 31, 2024, which is an increase of $42,215. Other expense for the six months ended March 31, 2025 consisted primarily of gain on bitcoin collateral returned of $42,493. The Company did not have any bitcoin collateral in the six months ended March 31, 2024.

Current wording

Other income, net was $71,555 for the nine months ended June 30, 2025, compared with other income, net of $3,347 for the nine months ended June 30, 2024, which is an increase of $68,208 or 2,038%. Other income for the nine months ended June 30, 2025 consisted primarily of gain on bitcoin collateral returned of $73,847. The Company did not have any bitcoin collateral in the nine months ended June 30, 2024.