CleanSpark, Inc. closed a $2,276.0 million private notes deal on September 25, 2026. The cash is meant for a Georgia data-center special purpose vehicle, not for a parent-company bitcoin purchase.
That is the update from our September 19 read, when the same 7.875% notes were priced and still waiting on a close. The new Form 8-K, accession 0001193125-26-402944, says the offering is done.
Bitcoin itself did not reprice around the filing. Our market snapshot at 2026-09-26T00:08:46+00:00 put BTC near $84,051, down about 0.54% on the day. The range is still the tape. The filing is a capital-structure event.
What happened
On September 25, 2026, CSDC Finance I, LLC, a wholly owned indirect subsidiary of CleanSpark, completed its previously announced private offering of 7.875% Senior Secured Notes due 2031. The Item 1.01 8-K lists $2,276.0 million of aggregate principal. The notes were issued at 98.500% of principal. At that issue price, cash before further fees is about $2.242 billion (2,276.0 × 0.985).
Morgan Stanley & Co. LLC acted as representative of the initial purchasers. Resale is to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. The notes are not a registered public equity raise, and they are not a bitcoin ETF print.
Interest is 7.875% per year, paid semiannually on April 1 and October 1, starting April 1, 2027. At the stated principal, that coupon is about $179 million a year before the indenture’s amortization schedule. Maturity is October 1, 2031, unless the issuer redeems or repurchases earlier.
The 8-K names three intended uses of net proceeds: (1) finance the remaining cost of the Sandersville Facility, a data center in Sandersville, Georgia; (2) reimburse CleanSpark for certain prior equity contributions to that facility; (3) fund debt service reserves. None of those bullets is a bitcoin buy, a miner purchase, or an unrestricted dividend up to the Nasdaq-listed parent.
A companion Exhibit 99.1 press release dated September 25, 2026, repeats the close: CSDC Finance I, LLC closed $2.276 billion aggregate principal of 7.875% senior secured notes due 2031. The release still describes CleanSpark as sitting at the intersection of Bitcoin and energy. That is branding. The use-of-proceeds paragraph in the 8-K is the controlling list.
Item 2.03 of the same 8-K incorporates Item 1.01. That is the “direct financial obligation” checkbox. The notes are a debt claim on the issuer, not a spot bitcoin ticket.
Context
The indenture is dated September 25, 2026, among CSDC Finance I, LLC, CSRE Properties Sandersville, LLC as subsidiary guarantor, CSDC Holdings I, LLC as the issuer’s direct parent, and U.S. Bank Trust Company, National Association as trustee and collateral agent. The notes are senior secured obligations of CSDC Finance, not a general unsecured IOU of CleanSpark, Inc.
Covenants matter more than the headline number. The indenture limits the issuer and the subsidiary guarantor from, among other things, extra debt, restricted payments, certain investments, liens, asset sales, sale-leasebacks, affiliate deals, and mergers. One line is easy to miss: they may not hold assets or run operations unrelated to the Sandersville Facility. That is a ring-fence. It is the opposite of a piggy bank for the parent’s bitcoin stack.
CleanSpark still gives a completion guarantee. If note proceeds plus available funds (including prior equity contributions tied to Sandersville) are not enough to finish the facility on time, the parent funds the issuer as needed. That is contingent support, not a license to sweep the SPV’s cash into BTC.
Optional redemption starts in earnest on October 1, 2028, at prices in the indenture. Before that date, a make-whole call is available, and up to 40% of principal can be redeemed with certain equity-offering proceeds. A change-of-control offer is 101% of principal plus accrued interest. Those are bond mechanics. They do not put miners on a loading dock.
Principal amortizes semiannually after the indenture’s Final Commencement Date, in an amount meant to hit a Target Project Debt Service Coverage Ratio. That is project-finance language. It is how a data-center SPV pays down as the site is supposed to earn, not how a treasury desk ladders coins.
The listed parent still trades as CLSK on Nasdaq. Bitcoin, as we keep saying on the Bitcoin history page, is the commodity miners convert power into. A $2.3 billion close at a bitcoin miner can still be an AI-campus financing. IREN’s FY26 print made the same point from the revenue side. This 8-K makes it from the liability side.
Spot bitcoin did not have to “confirm” the close. Coinbase Exchange 24-hour stats fetched 2026-09-26T00:23:03Z showed a last print near $84,026, with the session high at $85,250 and the low at $83,091.19, and about 7,078 BTC of reported volume. That is a quiet tape next to a two-billion-dollar indenture.
U.S. spot bitcoin ETF flow is also not a CleanSpark story, but it is the flow print Mira’s desk uses for context. Farside’s all-data table, read 2026-09-26T00:22:36Z, showed a $190.7 million net inflow on 24 September 2026 (IBIT $162.6 million). The 25 September row was still a partial −$11.8 million line with several issuer cells blank. Do not treat that stub as a full-day print.
If you want a primer on how to read this kind of filing without grabbing the headline number, use our 8-K guide. Item 1.01 plus use of proceeds plus who the issuer is will beat a social post that says “miner raises $2.3B for bitcoin.”
Our read
I am updating the September 19 stance. The notes are no longer a priced-but-open trade. They closed. I am not updating the economic read. This is Sandersville project debt. It is not a CleanSpark bitcoin-treasury print.
Traders will still flatten the story into “hashrate name got $2.3 billion.” The 8-K will not help them. The issuer is CSDC Finance I. The collateral language sits with a Georgia facility SPV. Restricted-payment and “unrelated operations” covenants exist specifically so this cash does not wander.
Reimbursement of prior equity contributions is the one pipe back toward the parent. That can free cash at CleanSpark, Inc. The 8-K does not say those reimbursed dollars will buy bitcoin. Treating a possible parent reimbursement as a BTC market order is a guess, and it is not in the document.
The coupon is real. About $179 million a year on $2,276.0 million of 7.875% paper is a carrying cost the project, or the completion guarantor, has to live with. That is a reason to watch coverage ratios after the Final Commencement Date, not a reason to mark 27,000 extra BTC onto the parent (2,276,000,000 / 84,051 ≈ 27,079 BTC at the snapshot price). The formula is a toy. The 8-K never runs it.
Falsifiable claim: by 2026-12-31 23:59 UTC, no subsequent CleanSpark Form 8-K, 10-Q, or indenture amendment will list bitcoin purchases, miner hardware, or an unrestricted cash dividend to the parent as a use of these CSDC Finance I notes proceeds. If a later primary filing does name any of those as a use of this offering, this Georgia-only read is wrong.
What to watch next
Watch the next 8-K or 10-Q for a dollar figure on Sandersville remaining cost versus the reimbursement bucket. The close 8-K lists the three uses and does not split the $2.242 billion of issue proceeds among them.
Watch whether CleanSpark reports a bitcoin purchase in a later Item 8.01 with a wallet or treasury table. That would be a separate fact. It would not automatically mean these notes paid for the coins.
Watch the completion guarantee. If the parent has to fund a shortfall, that is cash leaving CleanSpark, Inc. into the SPV, the reverse of a miner-treasury raise.
Watch the bitcoin range the same way we tell readers to in the market snapshot guide. A $84,000 handle with a sub-1% CoinGecko day is not a venue outage and not a range break. For more of that tape, stay in Bitcoin news.
The notes exist now. The indenture is dated. The bitcoin stack is a different ledger.