CleanSpark Targets $2.227B Notes for 175 MW Meta-Leased Sandersville AI Campus

CleanSpark, Inc. (Nasdaq: CLSK) filed an 8-K dated September 17, 2026 saying wholly owned indirect subsidiary CSDC Finance I, LLC intends to offer, subject to market conditions, $2.227 billion aggregate principal amount of senior secured notes due 2031 in a private Rule 144A / Regulation S offering. That verb is the story. This is a proposed offering — an ask — not cash already received.

The 8-K (Accession No. 0001193125-26-393758) and the same-day press release filed as Exhibit 99.2 put the use of net proceeds in three buckets: (a) finance the remaining buildout of the Sandersville Facility, (b) reimburse CleanSpark for certain prior equity contributions on that facility, and (c) fund debt service reserves.

Project liens, a completion guarantee, and an offering that may not close

The notes will be fully and unconditionally guaranteed by CSRE Properties Sandersville, LLC, a wholly owned direct subsidiary of the issuer. First-priority liens sit on substantially all assets of the issuer and CSRE Properties, other than excluded property, plus the equity of the issuer held by CSDC Holdings I, LLC.

CleanSpark will provide a customary completion guarantee: if note proceeds are insufficient, it funds the issuer as needed to finish Sandersville on time.

The company is explicit about close risk. The offering is subject to market and other conditions. There is no assurance whether, when, or on what terms it completes. The 8-K and the press release both say the materials are not an offer to sell or a solicitation of an offer to buy any securities. The notes have not been registered under the Securities Act.

The 175 MW Sandersville lease this ask is meant to finish

The notes are construction and reserve paper for a campus CleanSpark already leased. On July 14, 2026, the company announced a 20-year triple-net lease at Sandersville, Georgia, for 175 MW of critical IT load. The July release and the related 8-K (earliest event July 10, 2026) put contracted revenue at about $6.6 billion over the initial term and about $11.6 billion if two five-year extensions are exercised. Average annual NOI: about $330 million. Deliveries expected Q4 2027.

July left the tenant confidential: a "high-investment-grade global technology company." The same package put CleanSpark's Texas portfolio under a letter of intent and exclusivity — up to 885 MW on 718 acres.

Furnished EX-99.1 names the tenant. Treat it as marketing math next to a live ask

The September 17 8-K also furnishes, under Item 7.01, an illustrative investor deck as Exhibit 99.1. Furnished, not "filed" for Exchange Act §18. The deck names the tenant as Anviran, LLC, a wholly owned Meta subsidiary, with Meta as guarantor of rent and operating expenses.

EX-99.1's campus math, stated as illustration: about $6.6 billion contracted lease payments; ~100% triple-net; a 3.0% annual rent escalator; 175 IT MW under contract; ~$11.9 million development cost per IT MW; 20-year base term plus two five-year tenant options plus one 12-month option; Phase I rent commencement targeted Q4 2027, with first-hall rent on November 30, 2027.

That deck sits next to a live $2.227 billion ask that has not closed. The coupon and cash-flow pages in EX-99.1 are illustrative. The filed fact on September 17 is the intention to offer, not a funded buildout.