CleanSpark Inc. (Nasdaq: CLSK) has announced a significant capital raise, securing $1.15 billion through a new offering of zero-coupon convertible notes, set to mature in 2032. This strategic move, revealed on November 10, 2025, comes in response to robust institutional interest, enhancing the company”s financial standing while also facilitating share repurchases and growth initiatives.
The proceeds from this offering are earmarked for critical investment areas, with approximately $1.13 billion anticipated after deducting expenses. Specifically, CleanSpark plans to allocate $460 million towards repurchasing shares at a price of $15.03 each. This dual approach signals the company”s confidence in its valuation and long-term growth strategy, particularly in the evolving landscape of Bitcoin mining.
In addition to share buybacks, the remaining funds will support the expansion of CleanSpark”s mining operations and the development of new data center infrastructure. The company is also set to repay outstanding balances related to its bitcoin-backed credit line and will utilize some of the capital for general corporate purposes. Analysts have noted that this strategic capital structure adjustment is timely, given the current volatility in the cryptocurrency market.
The convertible notes offer a 27.5% conversion premium over CleanSpark”s recent stock price, with an initial conversion rate equivalent to $19.16 per share. Investors can convert the notes into cash or shares at CleanSpark”s discretion, providing flexibility in how the company manages its capital. The offering is expected to close on November 13, pending standard regulatory approvals, and includes a 13-day option for underwriters to purchase an additional $150 million in notes, which could raise total proceeds to $1.28 billion.
These convertible notes will mature on February 15, 2032, unless converted or repurchased earlier. They are senior unsecured obligations, meaning they bear no regular interest and will not accrue to the principal amount. Investors can convert their notes under specific conditions before August 15, 2031, and CleanSpark may redeem the notes starting February 20, 2029, if its stock remains above 130% of the conversion price for a specified period.
Moreover, the company has highlighted that these notes and any resultant shares are being offered privately to qualified institutional buyers under Rule 144A of the Securities Act, ensuring compliance with regulatory standards. CleanSpark”s latest initiative underscores a strong investor appetite for financial products associated with Bitcoin mining, as the company—often referred to as “America”s Bitcoin Miner”—continues to scale its operations and enhance its competitive edge in the digital infrastructure market.
