CLEANSPARK, INC., 10-K filed on 12/3/2024
Annual Report
v3.24.3
Cover - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Sep. 30, 2024
Dec. 03, 2024
Mar. 28, 2024
Document Information [Line Items]      
Document Type 10-K    
Amendment Flag false    
Document Annual Report true    
Document Transition Report false    
Document Period End Date Sep. 30, 2024    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2024    
Current Fiscal Year End Date --09-30    
Entity File Number 001-39187    
Entity Registrant Name CleanSpark, Inc.    
Entity Central Index Key 0000827876    
Entity Tax Identification Number 87-0449945    
Entity Incorporation, State or Country Code NV    
Entity Address, Address Line One 10624 S. Eastern Ave    
Entity Address, Address Line Two Suite A - 638    
Entity Address, City or Town Henderson    
Entity Address, State or Province NV    
Entity Address, Postal Zip Code 89052    
City Area Code 702    
Local Phone Number 989-7692    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
Document Financial Statement Error Correction [Flag] true    
Document Financial Statement Restatement Recovery Analysis [Flag] true    
Entity Shell Company false    
Entity Public Float     $ 4,883,000,000
Entity Common Stock, Shares Outstanding   292,561,667  
Documents Incorporated by Reference [Text Block]

Certain portions of the registrant’s definitive proxy statement to be delivered to its stockholders in connection with the registrant’s 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. Such definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

    
ICFR Auditor Attestation Flag true    
Share Price     $ 21.21
Auditor Location Houston, Texas    
Auditor Name MaloneBailey, LLP    
Auditor Firm ID 206    
Auditor Opinion [Text Block]

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of CleanSpark, Inc. and its subsidiaries (collectively, the “Company”) as of September 30, 2023, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the two years in the period ended September 30, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023, and the results of their operations and their cash flows for each of the two years in the period ended September 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

    
Common Stock [Member]      
Document Information [Line Items]      
Title of 12(b) Security Common Stock, par value $0.001 per share    
Trading Symbol CLSK    
Security Exchange Name NASDAQ    
Warrant [Member]      
Document Information [Line Items]      
Title of 12(b) Security Redeemable warrants, each exercisable for 0.069593885 shares of common stock at an exercise price of $165.24 per whole share    
Trading Symbol CLSKW    
Security Exchange Name NASDAQ    
v3.24.3
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Sep. 30, 2024
Sep. 30, 2023
Current assets    
Cash and cash equivalents $ 121,222 $ 29,215
Restricted Cash 3,056 0
Receivable from equity offerings 0 9,590
Prepaid expense and other current assets 7,995 3,258
Bitcoin (See Note 2 and Note 6) 431,661 56,241
Receivable for bitcoin collateral (See Note 2 and Note 12) 77,827 0
Note receivable from GRIID (see Note 7) 60,919 0
Derivative investments 1,832 2,697
Investment in debt security, AFS, at fair value 918 726
Current assets held for sale 0 445
Total current assets 705,430 102,172
Property and equipment, net 869,693 564,395
Operating lease right of use asset 3,263 688
Intangible assets, net 3,040 4,603
Deposits on miners and mining equipment 359,862 75,959
Other long-term asset 13,331 5,718
Goodwill 8,043 8,043
Total assets 1,962,662 761,578
Current liabilities    
Accounts payable 82,992 39,900
Accrued liabilities 43,874 25,677
Other current liabilities 2,240 311
Current portion of loans payable 58,781 6,992
Current liabilities held for sale 0 1,175
Total current liabilities 187,887 74,055
Long-term liabilities    
Operating lease liability, net of current portion 997 519
Finance lease liability, net of current portion 0 9
Loans payable, net of current portion 7,176 8,911
Deferred income taxes 5,761 2,416
Total Liabilities 201,821 85,910
Commitments and contingencies - Note 18
Stockholders' equity    
Preferred stock; $0.001 par value; 10,000,000 shares authorized; Series A shares; 2,000,000 authorized; 1,750,000 issued and outstanding (liquidation preference $0.02 per share) Series X shares; 1,000,000 and 0 authorized, issued and outstanding respectively 3 2
Common stock; $0.001 par value; 300,000,000 shares authorized; 270,897,784 and 160,184,921 shares issued and outstanding, respectively 271 160
Additional paid-in capital 2,239,367 1,009,482
Accumulated other comprehensive income 418 226
Accumulated deficit (479,218) (334,202)
Total stockholders' equity 1,760,841 675,668
Total liabilities and stockholders' equity $ 1,962,662 $ 761,578
v3.24.3
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Sep. 30, 2024
Sep. 30, 2023
Common Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Common Stock, Shares Authorized 300,000,000 300,000,000
Common Stock, Shares Outstanding 270,897,784 160,184,921
Common Stock, Shares Issued 270,897,784 160,184,921
Preferred Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Preferred Stock, Shares Authorized 10,000,000 10,000,000
Series A Preferred Stock [Member]    
liquidation preference $ 0.02 $ 0.02
Preferred Stock, Shares Authorized 2,000,000 2,000,000
Preferred Stock, Shares Outstanding 1,750,000 1,750,000
Preferred Stock, Shares Issued 1,750,000 1,750,000
Series X Preferred Stock [Member]    
Preferred Stock, Shares Authorized 1,000,000 0
Preferred Stock, Shares Outstanding 1,000,000 0
Preferred Stock, Shares Issued 1,000,000 0
v3.24.3
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Revenues, net      
Bitcoin mining revenue, net $ 378,968 $ 168,121 $ 131,000
Other services revenue 0 287 525
Total revenues, net 378,968 168,408 131,525
Costs and expenses      
Cost of revenues (exclusive of depreciation and amortization shown below) 165,516 93,580 41,234
Professional fees 13,806 10,869 6,469
Payroll expenses 74,095 45,714 40,920
General and administrative expenses 30,185 20,823 10,423
Loss on disposal of assets 5,466 1,931 (643)
Gain on fair value of bitcoin, net (see Note 2 and Note 6) (113,423) 0 0
Other impairment expense (related to bitcoin) 0 7,163 12,210
Impairment expense - fixed assets 197,041 0 0
Impairment expense - other 716 0 250
Impairment expense - goodwill 0 0 12,048
Realized gain on sale of bitcoin 0 (1,357) (2,567)
Depreciation and amortization 154,609 120,728 49,045
Total costs and expenses 528,011 299,451 169,389
Loss from operations (149,043) (131,043) (37,864)
Other income (expense)      
Other Income 0 11 308
Change in fair value of contingent consideration 0 2,484 306
Recognized gain on bitcoin collateral returned 91 0 0
Change in fair value of bitcoin collateral pledged 1,384 0 0
Realized gain on sale of equity security 0 0 1
Unrealized loss on equity security 0 0 (2)
Unrealized loss on derivative security (965) (259) (1,950)
Interest income 8,555 481 190
Interest expense (2,455) (2,977) (1,078)
Total other income (expense) 6,610 (260) (2,225)
Loss before income tax expense (142,433) (131,303) (40,089)
Income tax expense 3,344 2,416 0
Loss from continuing operations (145,777) (133,719) (40,089)
Discontinued Operations      
Loss from discontinued operations 0 (4,429) (17,237)
Income tax expense 0 0 0
Loss on discontinued operations 0 (4,429) (17,237)
Net loss (145,777) (138,148) (57,326)
Preferred stock dividends 3,422 0 336
Net loss attributable to common shareholders (149,199) (138,148) (57,662)
Other comprehensive income, net of tax 192 116 115
Total comprehensive loss attributable to common shareholders $ (149,007) $ (138,032) $ (57,547)
Loss from continuing operations per common share - basic $ (0.69) $ (1.3) $ (0.95)
Weighted average common shares outstanding- basic 216,860,819 102,707,509 42,614,197
Loss from continuing operations per common share - diluted $ (0.69) $ (1.3) $ (0.95)
Weighted average common shares outstanding - diluted 216,860,819 102,707,509 42,614,197
Loss on discontinued operations per common share - basic $ 0 $ (0.04) $ (0.4)
Weighted average common shares outstanding - basic 216,860,819 102,707,509 42,614,197
Loss on discontinued operations per common share - diluted $ 0 $ (0.04) $ (0.4)
Weighted average common shares outstanding - diluted 216,860,819 102,707,509 42,614,197
v3.24.3
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands
Total
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Accumulated Deficit [Member]
Beginning Balance, Value at Sep. 30, 2021 $ 305,716 $ 2 $ 37 $ 444,074 $ (5) $ (138,392)
Beginning Balance, Shares at Sep. 30, 2021   1,750,000 37,395,945      
Options and restricted stock units issued for services , Shares     1,002,683      
Options and restricted stock units issued for services 31,466   $ 1 31,465    
Shares withheld for net settlement of restricted stock units related to tax withholdings shares     (358,681)      
Shares Withheld for Net Settlement of Restricted Stock Units Related to Tax Withholdings, amount (1,638)     (1,638)    
Shares returned for settlement of contingent consideration and holdbacks related to business acquisition, Shares     (232,518)      
Exercise of options, shares     105,423      
Exercise of options, value 817     817    
Shares issued under equity offering, net of offering costs shares     17,740,081      
Shares issued under equity offering, net of offering costs value 125,048   $ 18 125,030    
Preferred stock dividends (336)         (336)
Shares issued for settlement of contingent consideration related to business acquisition, Shares     8,404      
Shares issued for settlement of contingent consideration related to business acquisition 150     150    
Net loss (57,326)         (57,326)
Other comprehensive income 115       115  
Ending Balance, Value at Sep. 30, 2022 404,012 $ 2 $ 56 599,898 110 (196,054)
Ending Balance, Shares at Sep. 30, 2022   1,750,000 55,661,337      
Shares issued for business acquisition, shares     1,590,175      
Shares issued for business acquisition 4,802   $ 1 4,801    
Options and restricted stock units issued for services , Shares     4,483,669      
Options and restricted stock units issued for services 24,142   $ 4 24,138    
Shares withheld for net settlement of restricted stock units related to tax withholdings shares     (1,397,258)      
Shares Withheld for Net Settlement of Restricted Stock Units Related to Tax Withholdings, amount (5,872)   $ (1) (5,871)    
Shares returned for settlement of contingent consideration and holdbacks related to business acquisition, Shares     (83,417)      
Shares issued under equity offering, net of offering costs shares     98,829,525      
Shares issued under equity offering, net of offering costs value 383,776   $ 99 383,677    
Shares issued for settlement of contingent consideration related to business acquisition, Shares     1,100,890      
Shares issued for settlement of contingent consideration related to business acquisition 2,840   $ 1 2,839    
Net loss (138,148)         (138,148)
Other comprehensive income 116       116  
Ending Balance, Value at Sep. 30, 2023 675,668 $ 2 $ 160 1,009,482 226 (334,202)
Ending Balance, Shares at Sep. 30, 2023   1,750,000 160,184,921      
Cumulative effect of change in accounting principle (See Note 2) 4,183         4,183
Options and restricted stock units issued for services , Shares     5,357,166      
Options and restricted stock units issued for services 29,555   $ 6 29,549    
Shares withheld for net settlement of restricted stock units related to tax withholdings shares     (1,763,415)      
Shares Withheld for Net Settlement of Restricted Stock Units Related to Tax Withholdings, amount (22,555)   $ (2) (22,553)    
Exercise of options, shares     149,293      
Exercise of options, value 752     752    
Shares issued under equity offering, net of offering costs shares     106,969,819      
Shares issued under equity offering, net of offering costs value 1,222,243   $ 107 1,222,136    
Preferred stock dividends (3,422)         (3,422)
Preferred stock Series X Issuance, Share   1,000,000        
Preferred stock Series X Issuance 1 $ 1        
Net loss (145,777)         (145,777)
Other comprehensive income 192       192  
Ending Balance, Value at Sep. 30, 2024 $ 1,760,841 $ 3 $ 271 $ 2,239,367 $ 418 $ (479,218)
Ending Balance, Shares at Sep. 30, 2024   2,750,000 270,897,784      
v3.24.3
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Cash flows from operating activities      
Net loss $ (145,777) $ (138,148) $ (57,326)
Less: Loss from discontinued operations 0 4,429 17,237
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:      
Unrealized loss on equity security 0 0 2
Realized gain on sale of equity security 0 0 (1)
Impairment of Bitcoin 0 7,163 12,210
Bitcoin mining revenue, net (378,968) (168,121) (131,000)
Gain on fair value of bitcoin, net (see Note 2 and Note 6) (113,423) 0 0
Proceeds from sale of bitcoin 0 116,271 133,201
Realized gain on sale of bitcoin 0 (1,357) (2,567)
Bitcoin issued for services 1,134 720 611
Impairment expense - fixed assets 197,041 0 0
Impairment expense - other 716 0 250
Impairment expense - goodwill 0 0 12,048
Unrealized loss on derivative asset 965 259 1,950
Gain on fair value of contingent consideration 0 (2,484) (346)
Non-cash lease expense 183 246 113
Recognized gain on bitcoin collateral returned (91) 0 0
Change in fair value of bitcoin collateral (1,384) 0 0
Stock based compensation 29,555 24,142 31,466
Depreciation and amortization 154,609 120,728 49,045
Provision for bad debts 162 347 810
Amortization of debt discount 129 69 46
Loss (gain) on disposal of assets 5,466 1,931 (643)
Changes in operating assets and liabilities      
Decrease in operating lease liabilities (287) (70) (104)
Increase in accounts payable and accrued liabilities 19,721 13,244 16,040
(Increase) decrease in prepaid expenses and other current assets (3,367) 2,555 (1,046)
Increase in deferred income taxes 3,344 2,416 0
Long -term deposits paid (2,882) (2,913) (2,176)
Net cash (used in) provided by operating activities of continuing operations (233,154) (18,573) 79,820
Net cash (used in) provided by operating activities of discontinued operations (508) 1,326 (6,362)
Net cash (used in) provided by operating activities (233,662) (17,247) 73,458
Cash flows from investing activities      
Payments on miners and miner deposits (740,296) (239,416) (171,181)
Purchase of fixed assets (66,100) (61,460) (19,286)
Proceeds from sale of bitcoin 43,126 0 0
Asset Acquisition - Tennessee Locations (18,376) 0 0
Asset Acquisition - Clinton, MS Locations (3,020) 0 0
Asset Acquisition - Wyoming Locations (25,940) 0 0
Asset acquisition - LN Energy (25,933) 0 0
Asset Acquisition - Mississippi Locations (19,771) 0 0
Asset Acquisition - Dalton 3 (3,569) 0 0
Asset Acquisition - Dalton 1 & 2 0 (9,389) 0
Asset Acquisition - land in Sandersville, GA (1,038) (1,430) 0
Acquisition of Mawson 0 (22,518) (3,400)
Acquisition of WAHA, net of cash received 0 0 (19,772)
Notes receivable from GRIID (60,919) 0 0
Settlement of holdbacks related to contingent consideration 0 0 (625)
Proceeds from sale of miners 1,438 34 3,498
Proceeds from the sale of equity securities 0 0 10
Purchase of software 0 0 (225)
Net cash used in investing activities of continuing operations (920,398) (334,179) (210,981)
Net cash provided by investing activities of discontinued operations 0 2,250 0
Net cash used in investing activities (920,398) (331,929) (210,981)
Cash flows from financing activities      
Proceeds from loans 50,000 0 0
Payments on loans (7,265) (14,466) (2,778)
Payments on preferred dividends (3,421) (21) (315)
Payments on finance leases (93) (301) (432)
Payments on equipment backed loan 0 0 19,620
Refund of loan commitment fee 0 150 0
Proceeds from loan payable 0 1,937 0
Payments of taxes on shares withheld for net settlement of restricted stock units (22,685) (5,571) 0
Proceeds from exercise of options and warrants 753 0 817
Proceeds from equity offerings, net 1,231,834 376,200 123,034
Net cash provided by financing activities of continuing operations 1,249,123 357,928 139,946
Net cash provided by financing activities of discontinued operations 0 0 0
Net cash provided by financing activities 1,249,123 357,928 139,946
Net increase in cash, cash equivalents, and restricted cash 95,063 8,752 2,423
Cash, cash equivalents, and restricted cash, beginning of period 29,215 20,463 18,040
Cash, cash equivalents, and restricted cash, end of period 124,278 29,215 20,463
Supplemental disclosure of cash flow information      
Cash paid for interest 2,126 2,907 1,026
Non-cash investing and financing transactions      
Shares issued for settlement of contingent consideration related to business acquisition 0 2,840 0
Receivable for equity proceeds 0 9,590 2,014
Fixed asset and miner purchases accrued not paid 67,572 27,369 0
Shares withheld for net settlement of restricted stock units related to tax withholdings 22,555 5,873 1,638
Fixed assets purchased through finance transactions 7,190 493 212
Software purchased with bitcoin 541 229 0
Shares returned as part of settlement of seller agreements related to acquisition 0 0 150
Preferred shares dividends accrued 0 0 21
Unrealized gain on investment in available-for-sale debt security 0 116 115
Bitcoin transferred to collateral account 87,895 0 0
Bitcoin transferred from collateral account $ 11,542 $ 0 $ 0
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Pay vs Performance Disclosure      
Net Income (Loss) $ (145,777) $ (138,148) $ (57,326)
v3.24.3
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
1. ORGANIZATION AND LINE OF BUSINESS
 12 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND LINE OF BUSINESS

1. ORGANIZATION AND LINE OF BUSINESS

Organization

CleanSpark, Inc. (the “Company”) is a bitcoin mining company. The Company independently owns and operates nine data centers in Georgia, three data centers in Mississippi and two data centers in Tennessee as of September 30, 2024. The Company also own three additional data centers in Tennessee which started operations in October 2024. The Company is currently developing data centers in Cheyenne, Wyoming and Clinton, Mississippi.

As of September 30, 2024, the Company had agreements in which the Company's bitcoin miners were hosted in New York and Tennessee. The Company does not currently host miners for any other companies. The Company designs its infrastructure to responsibly secure and support the bitcoin network, the world’s most recognized digital commodity.

Lines of Business

Bitcoin Mining Business

Through CleanSpark, Inc., and the Company’s wholly owned subsidiaries, ATL Data Centers LLC (“ATL”), CleanBlok, Inc. (“CleanBlok”), CleanSpark DW, LLC, CleanSpark GLP, LLC, and CleanSpark TN, LLC, the Company mines bitcoin. The Company entered the bitcoin mining industry through its acquisition of ATL in December 2020. It acquired a second data center in August 2021 and has had a co-location agreement with New York-based Coinmint, LLC in place since July 2021. Bitcoin mining has now become the Company’s principal revenue generating business activity. The Company currently intends to acquire additional facilities, equipment and infrastructure capacity to continue to expand our bitcoin mining operations.

 

Through the Company’s subsidiaries CSRE Properties, LLC, CSRE Property Management Company LLC, CSRE Properties Norcross, LLC, CSRE Properties Washington, LLC, CSRE Properties Sandersville, LLC, CSRE Properties Dalton, LLC, Dalton15, LLC, CleanSpark MS, LLC, CSRE Properties Mississippi, LLC, CSRE Properties Vicksburg, LLC, CSRE Properties Wyoming, LLC, CSRE Properties Tennessee, LLC and CleanSpark HQ, LLC, the Company maintains real property holdings.
v3.24.3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying audited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (the “SEC”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of CleanSpark, Inc. and the Company’s wholly owned subsidiaries, ATL, CleanBlok, CleanSpark DW, LLC, CleanSpark GLP, LLC, CSRE Properties Norcross, LLC, CSRE Property Management Company, LLC, CSRE Properties, LLC, CSRE Properties Washington, LLC, CSRE Properties Sandersville, LLC, CSRE Properties Dalton, LLC, Dalton15, LLC, CleanSpark MS, LLC, CSRE Properties Mississippi, LLC, CSRE Properties Vicksburg, LLC, CSRE Properties Wyoming, LLC, CleanSpark TN, LLC, Tron Merger Sub, Inc., MS Data, LLC, and CleanSpark HQ, LLC. All intercompany transactions have been eliminated upon consolidation of these entities. The Company has a sole reporting segment which is the bitcoin mining segment.

As of June 30, 2022, the Company deemed its energy operations to be discontinued operations due to its strategic shift to strictly focus on its bitcoin mining operations and divest of its energy assets. The disposal groups related to the energy operations are part of the following entities: CleanSpark LLC, CleanSpark Critical Power Systems, Inc., GridFabric, LLC, Solar Watt Solutions, Inc, and CleanSpark II, LLC.

 

Use of estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used to review the Company’s goodwill impairment, intangible assets acquired, impairments and estimations of long-lived assets, valuation of derivative assets and liabilities, available-for-sale investments, and the valuations of share based awards. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Revenue from Contracts with Customers - Revenue from Bitcoin Mining

The Company participates in a third-party operated mining pool. As a participant in the third-party operated mining pool, the Company provides a service to perform hash calculations for the third-party operated mining pool, which is an output of our ordinary activities. The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers (ASC 606). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

1.
Identify the contract with the customer
2.
Identify the performance obligations in the contract
3.
Determine the transaction price
4.
Allocate the transaction price to the performance obligations in the contract
5.
Recognize revenue when the company satisfies a performance obligation

 

Step 1: The Company has identified the third-party mining pool operator as its customer (the "Customer"). The Company enters into a contract with the Customer to provide its hash calculations to the Customer's mining pool. The contracts are terminable without penalty at any time by either party, and thus the contract term is shorter than a 24-hour period and the contracts are continuously renewed.

Applying the criteria per ASC 606-10-25-1, the contract arises at the point that the Company provides hash calculations to the Customer's mining pool, which is considered contract inception, because Customer consumption is in tandem with delivery of the hash calculations.

Step 2: In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met:

•
The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct); and
•
the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

Based on these criteria, the Company has identified a single performance obligation of providing hash calculations for the mining pool operator. The continuous renewal options do not represent material rights because they do not provide the Customer with the right to purchase additional goods or services at a discount. Specifically, the contract is renewed at the same terms, conditions, and rate as the current contract which is consistent with market rates, and there are no up front or incremental fees in the initial contract. The Company has full control of the mining equipment used in the mining pool, and if the Company determines it will increase or decrease the hashrate calculations of its machines and/or fleet (i.e., for repairs or when power costs are excessive), the hashrate provided to the Customer will correspondingly increase or decrease.

Step 3: The Company receives non-cash consideration in the form of bitcoin, fair value of which the Company measures at 23:59:59 UTC on the date of contract inception using the Company's principal market for bitcoin, Coinbase. The contract renews continuously throughout the day, and thus the value of the consideration should be assessed continuously throughout the day, and the Company has concluded to use the 23:59:59 UTC bitcoin price each day. According to the Customer contract, daily settlements are made to the Company by the Customer based on the hash calculations provided over the contract periods occurring over a 24 hour period and the payout is made the following day. There are no other forms of variable considerations, such as discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties, or other similar items.

The Company earns non-cash consideration based on the Full-Pay-Per-Share (“FPPS”) payout method set forth by the Customer in the form of bitcoin. The amount of bitcoin the Company is entitled to for providing hash calculations to the Customer's mining pool under the FPPS payout method is made up of block rewards and transaction fees less mining pool fees determined as follows:

•
The non-cash consideration calculated as a block reward over the continuously renewed contract periods is based on the total blocks expected to be generated on the Bitcoin Network for the daily 24-hour period beginning midnight UTC and ending 23:59:59 UTC in accordance with the following formula: the hash calculations that the Company provides to the Customer as a percent of the Bitcoin Network’s implied hash calculations as determined by the network difficulty, multiplied by the total Bitcoin Network block rewards expected to be generated for the same period.
•
The non-cash consideration calculated as transaction fees paid by transaction requestors is based on the share of total actual fees paid over the continuously renewed contract periods beginning midnight UTC and ending 23:59:59 UTC in accordance with the following formula: total actual transaction fees generated on the Bitcoin Network during the contract period as a percent of total block rewards the Bitcoin Network actually generated during the same period, multiplied by the block rewards the Company earned for the same period noted above.
•
The sum of the block reward and transaction fees earned by the Company is reduced by mining pool fees charged by the Customer for operating the mining pool based on a rate schedule per the mining pool contract. The mining pool fee is only incurred to the extent the Company performs hash calculations and generates revenue in accordance with the Customer’s payout formula during the continuously renewed contract periods beginning mid-night UTC and ending 23:59:59 UTC daily. The Customer provides services solely for bitcoin mining and the fees charged during the most recent fiscal year end were 0.16% of the total daily bitcoin mined. This amount represents consideration paid to the Customer and is thus reported as a reduction in revenue as the Company does not receive a distinct good or service from the mining pool operator in exchange.

Step 4: There is a single performance obligation (i.e., to provide hash calculations or hashrate to the customer) for the contract; therefore, all consideration from the Customer is allocated to this single performance obligation.

Step 5: The Company’s performance is completed over time as the customer obtains control of the contributed hashrate. The performance obligation of hash calculations is fulfilled over time, as opposed to a point in time, because the Company provides the hash calculations throughout the contract period and the customer simultaneously obtains control of the service and uses it to produce bitcoin.

There are no deferred revenues or other liability obligations recorded by the Company since there are no payments in advance of the performance, and there are no remaining performance obligations after providing hash calculations.

Revenues from Data Center Services

Effective as of September 30, 2023, data center services are no longer provided to external customers. The Company formerly provided data services, such as providing its customers with rack space, power and equipment, and cloud services, such as virtual services, virtual storage and data backup services, generally based on monthly services provided at a defined price included in the contracts. The performance obligations were the services provided to a customer for the month based on the contract. The transaction price was the price agreed with the customer for the monthly services provided and the revenues are recognized monthly based on the services rendered for the month.

The total revenue recognized from data center services included as Other services revenue in the Consolidated Statement of Operations and Comprehensive Loss for the years ended September 30, 2024, 2023 and 2022 was $0, $287 and $525, respectively.

Cost of Revenues

The Company includes energy costs and external co-location mining hosting fees in cost of revenues.

Cash and cash equivalents

Cash and cash equivalents include all cash balances and highly liquid investments with an original maturity of three months or less. These investments may include money market funds, certificates of deposit, and other short-term instruments. Temporary cash investments are made with high credit quality financial institutions. At times, such investments in U.S. accounts may exceed Federal Deposit Insurance Corporation ("FDIC") insurance limits.

Restricted cash

The Company considers cash to be restricted when held in a separate bank account and withdrawal and general use is restricted legally or to restrict a portion cash as collateral for insurance carriers. The Company had restricted cash of $3,056 and $0 as of September 30, 2024 and 2023, respectively, and held in a deposit account that accrues interest. Amounts included in restricted cash represent those required to be set aside by contractual agreements with insurance carriers in relation to utility bonds for various utility companies.

Prepaid expense and other current assets

The Company records a prepaid expense for costs paid but not yet incurred. Those expected to be incurred within one year are recognized and shown as a short-term pre-paid expense. Any costs expected to be incurred outside of one year would be considered other long-term assets.

Bitcoin

Bitcoin are included in current assets in the Consolidated Balance Sheets due to the Company’s ability to sell bitcoin in a highly liquid marketplace, and such bitcoin holdings are expected to be realized in cash or sold or consumed during the normal operating cycle of the Company.

As a result of adopting ASC 350-60, Intangibles — Goodwill and Other, ("ASC 350-60") on October 1, 2023, bitcoin is measured at fair value as of each reporting period (see “Recently Issued Accounting Pronouncements below”). The fair value of bitcoin is measured using the period-end closing bitcoin price from its principal market, Coinbase, in accordance with ASC 820, Fair Value Measurement ("ASC 820"). Since bitcoin is traded on a 24-hour period, the Company utilizes the price as of 23:59:59 UTC, which aligns with the Company's revenue recognition cut-off. The changes in bitcoin valuation due to remeasurement in fair value within each reporting period are reflected on the Consolidated Statements of Operations and Comprehensive Loss as "Gain on fair value of bitcoin, net". In accordance with ASC 350-60, the Company discloses realized gains and losses from the sale of bitcoin and such gains and losses are measured as the difference between the cash proceeds and the cost basis of bitcoin as determined on a First In-First Out basis.

Prior to the adoption of ASC 350-60, bitcoin was recorded at cost less impairment and was classified as indefinite-lived intangible assets in accordance with ASC 350, Intangibles — Goodwill and Other ("ASC 350"). Bitcoin was accounted for in connection with the Company’s revenue recognition policy detailed above. An intangible asset with an indefinite useful life was not amortized but was assessed for impairment annually, or more frequently, when events or changes in circumstances occurred indicating that it was more likely than not that the indefinite-lived asset was impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment for periods under the prior accounting guidance, the Company had the option to first perform a qualitative assessment to determine whether it was more likely than not that an impairment exists. If it was determined that it was not more likely than not that an impairment exists, a quantitative impairment test was not necessary. If the Company concluded otherwise, it was required to perform a quantitative impairment test. The Company elected to perform the quantitative impairment test each period rather than first performing the qualitative assessment. Quantitative impairment was measured using the intraday low bitcoin price from its principal market for bitcoin in accordance with ASC 820. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses was not permitted as per ASC 350.

Bitcoin, which is non-cash consideration earned by the Company through its mining activities, is included as a reconciling item as a cash outflow within operating activities on the accompanying Consolidated Statements of Cash Flow. The cash proceeds from the sales of bitcoin are classified based on the holding period in which the bitcoin is held. ASC 350-60 provides guidance on classifying proceeds from bitcoin and concludes that bitcoin converted nearly immediately into cash would qualify as cash flows from operating activities. All other sales would qualify as investing activities. The Company did not hold its bitcoin for extended periods of time, and such sales proceeds prior to the adoption of ASC 350-60 were reported as cash flows from operating activities. Upon adoption of ASC 350-60, the Company evaluates its sales of bitcoin and records bitcoin sold nearly immediately as operating cash flows and the remainder is recorded as investing activities. During fiscal year 2024, all proceeds from bitcoin sales were classified as investing activities.

Receivable for bitcoin collateral

The Receivable for bitcoin collateral represents the bitcoin posted as collateral to lenders who have rights to sell, pledge and re-hypothecate such bitcoin at their sole discretion and for which the lenders have an obligation to return to the Company at the maturity of the loan. The receivable is recorded at fair value and changes in fair value are recorded as “Change in fair value of bitcoin collateral”. The receivable for bitcoin collateral is classified as current. Realized gains on fair value of bitcoin collateral represent the difference between the fair value on the date the bitcoin was posted as collateral and the fair value on the date the bitcoin is returned to the Company. The value and activity involving this asset is discussed in detail alongside the Coinbase line of credit in Note 12 - Loans.

At commencement and throughout the term of the arrangement, the Company considers and accounts for the credit risk associated with the bitcoin receivable collateral in accordance with the principles outlined in ASC 326, Financial Instruments - Credit Losses (“ASC 326”). The Receivable for bitcoin collateral is presented net of any allowance for credit losses.

In estimating the allowance for credit losses, the Company applies the current expected credit loss (“CECL”) model, which requires the measurement of lifetime expected credit losses on financial assets measured at amortized cost. As the Company has no historical experience with similar assets, the allowance is determined using a combination of industry data, peer analysis, and forward-looking information about economic conditions and the creditworthiness of the counterparty. The Company incorporates relevant qualitative factors, such as the nature of the receivable, the characteristics of the counterparty, and any observable market indicators, to assess the expected collectability of the Receivable for bitcoin collateral. The estimation process also includes reasonable and supportable forecasts to account for future economic conditions and any anticipated impact on the receivable. For the years ended September 30, 2024 and September 30, 2023, no amount of allowances for credit losses was deemed necessary.

Investment securities

Investment securities include debt securities and equity securities. Debt securities are classified as available for sale (“AFS”) and are reported as an asset in the Consolidated Balance Sheets at their estimated fair value. As the fair values of AFS debt securities change, the changes are reported net of income tax as an element of other comprehensive income (“OCI”). When AFS debt securities are sold, the unrealized gains or losses are reclassified from OCI to non-interest income. Securities classified as AFS are securities that the Company intends to hold for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as AFS would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Company’s assets and liabilities, liquidity needs, decline in credit quality, and regulatory capital considerations.

Interest income is recognized based on the coupon rate and increased by accretion of discounts earned or decreased by the amortization of premiums paid over the contractual life of the security.

For individual debt securities where the Company either intends to sell the security or more likely than not will not recover all of its amortized cost basis, a credit loss allowance is established, with the credit portion of the impairment recognized in earnings. The allowance is measured as the difference between the security's amortized cost and the present value of expected cash flows, limited to the difference between the amortized cost basis and fair value at the balance sheet date. Interest accruals, as well as amortization and accretion of premiums and discounts, are suspended if it becomes unlikely that the full amount due will be collected Interest received after accruals have been suspended is recognized in income on a cash basis.

The Company held investments in both publicly held and privately held equity securities. However, as described in Note 1, the Company is primarily doing business of in the bitcoin mining sector, and not in the business of investing in securities.

Privately held equity securities are recorded at cost and adjusted for observable transactions for same or similar investments of the issuer (referred to as the measurement alternative) or impairment. All gains and losses on privately held equity securities, realized or unrealized, are recorded through gains or losses on equity securities on the Consolidated Statements of Operations and Comprehensive Loss.

Publicly held equity securities are based on fair value with unrealized gains or losses resulting from changes in fair value reflected as unrealized gains or losses on equity securities in our Consolidated Statements of Operations and Comprehensive Loss.

Concentration Risk

At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. The cash balance in excess of the FDIC limits was $2,907 and $28,965 for the periods ended September 30, 2024 and September 30, 2023, respectively. The accounts offered by the custodian of the Company’s bitcoin, which totaled $431,661 and $56,241 as of September 30, 2024 and September 30, 2023, respectively, are not insured by the FDIC. The Company has not experienced any losses in such accounts.

The Company has certain customers and vendors who individually represented 10% or more of the Company’s revenue or capital expenditures. In the fiscal year ended September 30, 2024, revenue is concentrated with one mining pool operator and all bitcoins reside with one custodian. Refer to Note 17 - Major Customers and Vendors.

Leases

In accordance with ASC 842-Leases, the Company assesses whether an arrangement contains a lease at contract inception. When an arrangement contains a lease, the Company categorizes leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that allow the Company to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in “Fixed Assets, net.” All other leases are categorized as operating leases.

The Company records right-of use ("ROU") assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. As the rate implicit in the Company's leases is not easily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments.

Lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less.

Some leases include multiple year renewal options. The Company’s decision to exercise these renewal options is based on an assessment of its current business needs and market factors at the time of the renewal. Currently, the Company has certain leases for which the option to renew is reasonably certain, and therefore, options to renew were factored into the calculation of its right of use asset and lease liability as of September 30, 2024.

For all classes of underlying assets, the Company has elected to not separate lease from non-lease components.

Stock-based compensation

The Company follows the guidelines in FASB Codification Topic ASC 718-10 Compensation-Stock Compensation, which requires companies to measure the cost of employee and non-employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Stock-based compensation expense for stock options is recognized on a straight-line basis over the requisite service period. The Company may issue compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. The Company determines the grant date fair value of the options using the Black-Scholes option-pricing model. For equity awards granted by the Company that are contingent upon market-based conditions, the Company fair values these awards using the Monte Carlo simulation model. For discussion of accounting for restricted stock units ("RSUs") and performance stock units (“PSUs”), please refer Note 16 – Stock-Based Compensation.

Loss per share

The Company reports loss per share in accordance with FASB ASC 260-10 “Earnings Per Share,” which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share reflects the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. Provided below is the loss per share calculation for the years ended September 30, 2024, 2023 and 2022:

 

 

For the Year
Ended September 30,

 

 ($ in thousands, except share and per share amounts)

 

2024

 

 

2023

 

 

2022

 

Continuing Operations

 

 

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

$

(145,777

)

 

$

(133,719

)

 

$

(40,089

)

Preferred stock dividends

 

 

3,422

 

 

 

—

 

 

 

336

 

Loss from continuing operations attributable to common shareholders

 

$

(149,199

)

 

$

(133,719

)

 

$

(40,425

)

 

 

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

 

216,860,819

 

 

 

102,707,509

 

 

 

42,614,197

 

Weighted-average common shares outstanding, diluted

 

 

216,860,819

 

 

 

102,707,509

 

 

 

42,614,197

 

Loss from continuing operations per common share attributable to common shareholders

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.69

)

 

$

(1.30

)

 

$

(0.95

)

Diluted

 

$

(0.69

)

 

$

(1.30

)

 

$

(0.95

)

 

 

 

 

 

 

 

 

 

Discontinued Operations

 

 

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

 

 

Loss income from discontinued operations

 

$

—

 

 

$

(4,429

)

 

$

(17,237

)

Denominator

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

 

216,860,819

 

 

 

102,707,509

 

 

 

42,614,197

 

Dilutive impact of stock options and other share-based awards

 

 

—

 

 

 

—

 

 

 

—

 

Weighted-average common shares outstanding, diluted

 

 

216,860,819

 

 

 

102,707,509

 

 

 

42,614,197

 

Loss on discontinued operations per common share attributable to common shareholders

 

 

 

 

 

 

 

 

 

Basic

 

$

—

 

 

$

(0.04

)

 

$

(0.40

)

Diluted

 

$

—

 

 

$

(0.04

)

 

$

(0.40

)

The number of shares that were not included in the calculation of net loss per diluted share because to do so would have been anti-dilutive, or for preferred stock, because the conversion contingency associated with the change in control had not occurred, and the contingency was not resolved for the years ended September 30, 2024, 2023 and 2022 are as follows:

 

 

For the Year
Ended September 30,

 

 

 

2024

 

 

2023

 

 

2022

 

Restricted stock awards

 

 

1,383,425

 

 

 

-

 

 

 

5,448,548

 

Stock options

 

 

169,636

 

 

 

11,087

 

 

 

1,418,938

 

Warrants

 

 

12,419

 

 

 

62

 

 

 

202,220

 

Contingently issuable shares

 

 

-

 

 

 

289,549

 

 

 

-

 

Series A preferred stock conversion

 

 

5,250,000

 

 

 

5,250,000

 

 

 

5,250,000

 

Total anti-dilutive shares

 

 

6,815,480

 

 

 

5,550,698

 

 

 

12,319,706

 

 

Property and equipment

Property and equipment are stated at cost less accumulated depreciation. Construction in progress is the construction or development of assets that have not yet been placed in service for their intended use. Depreciation for machinery and equipment, mining equipment, buildings, furniture and fixtures and leasehold improvements commences once they are ready for their intended use. Leasehold improvements are depreciated on a straight-line basis over the shorter of their estimated useful lives or the terms of the related leases. Land is not depreciated.

Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:

 

 

 

Useful life (years)

Land improvements

 

5 - 15

Building and building improvements

 

Shorter of lease term or 30 years

Leasehold improvements

 

Shorter of lease term or 15 years

Miners

 

3 (1)

Mining equipment

 

3 - 15

Infrastructure asset

 

Shorter of lease term or 15 years

Machinery and equipment

 

3 - 10

Furniture and fixtures

 

1 - 5

 

(1) Effective May 1, 2024, the Company reduced the useful life for miners from five years to three years.

 

 

In accordance with the FASB ASC 360-10, "Property, Plant and Equipment,” the carrying value of property and equipment, and other long-lived assets, is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the year ended September 30, 2024, the Company recorded an impairment expense of approximately $197,000 due to the reduction of the useful life of miners that were removed from service prior to the originally estimated life and due to the subsequent change in salvage value (see Note 9 - Property and Equipment). In connection with property and equipment in the Company’s discontinued operations, an impairment expense in the approximate amount of $32 was recognized in the fiscal year ended September 30, 2022 and included in loss from discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss.

Business Combinations, Intangible Assets and Goodwill

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, Business Combinations, where the total purchase price is allocated to the identified assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The difference between the purchase price, including any contingent consideration, and the fair value of net assets acquired is recorded as goodwill. Contingent consideration transferred is initially recognized at fair value. Contingent consideration classified as a liability or an asset is remeasured to fair value each period until settlement, with changes recognized in profit or loss. Contingent consideration classified as equity is not remeasured. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred.

The Company reviews its indefinite lived intangibles and goodwill for impairment annually or whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed an assessment of indefinite lived intangibles and goodwill for the year end September 30, 2024.

The Company amortizes intangible assets with finite lives over their estimated useful lives as follows:

 

 

Useful life (years)

Websites

 

3

Software

 

5

Strategic contract

 

5

 

During the years ended September 30, 2024, 2023 and 2022, the Company incurred the following impairment losses related to bitcoin and goodwill:

 

 

Years ended September 30,

 

 ($ in thousands)

 

2024

 

 

2023

 

 

2022

 

Impairment of bitcoin

 

$

—

 

 

$

7,163

 

 

$

12,210

 

Impairment of goodwill

 

 

—

 

 

 

—

 

 

 

12,048

 

Total impairment loss

 

$

—

 

 

$

7,163

 

 

$

24,258

 

 

Goodwill Impairment Analysis

In accordance with ASC 350-30-35-18A, an entity may first perform a qualitative assessment to determine whether it is necessary to perform the quantitative impairment test, and has the unconditional option to bypass the qualitative assessment in any period and proceed directly to performing the quantitative analysis. In completing the 2024 annual goodwill impairment analysis, the Company elected to perform a qualitative assessment for its goodwill. For the qualitative assessment, the Company considered the most recent quantitative analysis, which was performed during the fourth quarter of fiscal year 2023, including assumptions used, such as discount rates, indicated fair values, and the amounts by which those fair values exceeded their carrying amounts. Further, the Company compared actual performance in fiscal year 2024 to the internal financial projections used in the prior quantitative analyses.

Additionally, the Company considered various other factors, including macroeconomic conditions, relevant industry and market trends, and factors specific to the Company that could indicate a potential change in the fair value of the reporting units. Lastly, the Company evaluated whether any events have occurred or any circumstances have changed since that time that would indicate that goodwill may have become impaired since the last quantitative tests.

In completing the 2023 and 2022 annual goodwill impairment analysis, the Company elected to perform a quantitative assessment for its goodwill. The assessments involved comparing the carrying value of the entity, including goodwill, to its estimated fair value. In accordance with ASU 2017-04: Intangibles - Goodwill and Other: Simplifying the test for Goodwill Impairment, a goodwill impairment charge is recorded for the amount by which the carrying value unit exceeds the fair value of the reporting unit. In determining the fair value for which the quantitative assessment was performed, the Company engaged a valuation specialist to perform the quantitative impairment analysis. The valuation report included a combination of the market and income approach to test for goodwill impairment. The income approach is a valuation technique under which the Company estimates future cash flows using the financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, revenue is projected and applied to fixed and variable cost experience rates to arrive at the future cash flows. A terminal value was then applied to the projected cash flow stream. Future estimated cash flows were discounted to their present value to calculate the estimated fair value. The discount rate used was the value-weighted average of the Company’s estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value, several factors were estimated, including projected operating results, growth rates, economic conditions, anticipated future cash flows and the discount rate. The market valuation approach evaluated the Company's market value as compared to the net asset balance.

The fiscal year 2024 and 2023 assessments indicated that no impairment of goodwill was necessary.

 

In completing the 2022 annual goodwill impairment analysis, there was a $12,048 impairment recognized. In fiscal 2022, there was a sustained downturn in the price of bitcoin which caused the carrying value of the Company’s goodwill to exceed the fair value.

The following table reflects goodwill activity for the years ended September 30, 2024, 2023 and 2022, respectively:

 

 

 

For the year ended September 30,

 

 ($ in thousands)

 

2024

 

 

2023

 

 

2022

 

 Beginning of year balance

 

$

8,043

 

 

$

—

 

 

$

12,048

 

 Acquisitions

 

 

—

 

 

 

8,043

 

 

 

—

 

 Impairment

 

 

—

 

 

 

—

 

 

 

(12,048

)

 End of year balance

 

$

8,043

 

 

$

8,043

 

 

$

—

 

Fair Value Measurement of financial instruments, derivative asset and liability, and contingent consideration

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.

 

Level 1

Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.

Level 2

Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available pricing sources for comparable instruments.

Level 3

Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. Due to the use of significant unobservable inputs, a change in those inputs to a different amount might result in a significantly higher or lower fair value measurement.

The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s Consolidated Balance Sheets on a recurring basis, and their level within the fair value hierarchy as of September 30, 2024 and September 30, 2023:

 

September 30, 2024

 

 ($ in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Cash equivalents(1)

 

$

120,639

 

 

$

120,639

 

 

$

—

 

 

$

—

 

Receivable from bitcoin collateral(2)

 

 

77,827

 

 

 

—

 

 

 

77,827

 

 

 

—

 

Bitcoin

 

 

431,661

 

 

 

431,661

 

 

 

—

 

 

 

—

 

ILAL derivative asset

 

 

1,932

 

 

 

—

 

 

 

—

 

 

 

1,932

 

Investment in debt security

 

 

918

 

 

 

—

 

 

 

—

 

 

 

918

 

Interest rate swap derivative

 

 

(100

)

 

 

—

 

 

 

(100

)

 

 

—

 

Total

 

$

632,877

 

 

$

552,300

 

 

$

77,727

 

 

$

2,850

 

(1) Represents money market funds.

(2) See Note 12 - Loans for more information.

 

September 30, 2023

 

 ($ in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

ILAL derivative asset

 

$

2,697

 

 

$

—

 

 

$

—

 

 

$

2,697

 

Investment in debt security

 

 

726

 

 

 

—

 

 

 

—

 

 

 

726

 

Total

 

$

3,423

 

 

$

—

 

 

$

—

 

 

$

3,423

 

 

There were no transfers between Level 1, 2 or 3 during the years ended September 30, 2024 and 2023.

The activities of the financial instruments that are measured and recorded at fair value on the Company's balance sheets on a recurring basis during years ended September 30, 2024 and 2023 are included in Note 8 - Investments and Derivatives.

Assets and liabilities measured and recorded at fair value on a non-recurring basis

The Company’s non-financial assets, such as goodwill, intangible assets, and property and equipment are adjusted to fair value when an impairment charge is recognized. The Company’s impairment related to its miners held in property and equipment in the year ended September 30, 2024 utilized Level 3 inputs including future bitcoin prices, transaction fees, and the future global hashrate. The Company’s strategic investments are also measured at fair value on a non-recurring basis. Such fair value measurements are based predominantly on Level 3 inputs. The carrying value of the Company’s strategic investments is predominantly adjusted based on internal discounted cash flow models that use available market data of comparable companies and other unobservable inputs including expected volatility, expected time to liquidity, and adjustments for other company-specific developments.

Assets and liabilities not measured and recorded at fair value

The Company’s financial instruments, including certain cash and cash equivalents, restricted cash, accounts receivable, the GRIID note receivable, and loans payable are not measured at fair value. The carrying values of these instruments approximate their fair values due to their liquid or short term nature. The fair value of these financial instruments are based on Level 1 inputs, except for short-term borrowings and loans receivable which would be based on Level 2 and Level 3 inputs, respectively.

Income taxes

The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. The Company recognizes tax liabilities for uncertain tax positions based on management’s estimate of whether it is more likely than not that additional taxes will be required. The Company had no uncertain tax positions as of September 30, 2024 and 2023.

Deferred income taxes are recognized in the consolidated financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from net operating losses, differences in depreciation methods of archived images and property and equipment, stock-based and other compensation, other accrued expenses, and the tax treatment of gains or losses on the value of digital currency. A valuation allowance is established when it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized.

The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S., or the various state jurisdictions, may be materially different from managements estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities. Interest and penalties are included in tax expense.

The Company includes interest and penalties arising from the underpayment of income taxes in the Consolidated Statements of Operations and Comprehensive Loss in the provision for income taxes. As of September 30, 2024 and 2023, the Company had no accrued interest or penalties related to uncertain tax positions.

Income tax expense from operations for the years ended September 30, 2024, 2023 and 2022 was $3,344, $2,416 and $0, respectively, which resulted primarily from maintaining a full valuation allowance against the Company's deferred tax assets.

Segment Reporting

The Company determines its operating segments based on how the Chief Operating Decision Maker, the Chief Executive Officer, views and evaluates operations, performance and allocates resources. Since June 30, 2022, the Company's only operating segment is the bitcoin mining business.

Discontinued Operations

The Company deemed its energy operations to be discontinued operations due to its strategic decision to strictly focus on its bitcoin mining operations and divest of the majority of its energy assets.

 

Through its discontinued operations segment, the Company previously provided energy solutions through its wholly-owned subsidiaries CleanSpark LLC, CleanSpark II, LLC, CleanSpark Critical Power Systems, Inc., GridFabric, LLC, and Solar Watt Solutions, Inc. These solutions consisted of engineering, design and software solutions, custom hardware solutions, Open Automated Demand response, solar, energy storage for microgrid and distributed energy systems. The Company has since sold the majority of its assets related to the energy segment, which included software and intellectual property, and inventory. See Note 4 – Discontinued Operations.

Commitments and Contingencies

The Company is subject to the possibility of various loss contingencies and loss recoveries, such as legal proceedings and claims arising out of its business. The Company considers the likelihood of loss or impairment of an asset, or the incurrence of a liability, as well as the Company’s ability to reasonably estimate the amount of loss, in determining loss contingencies. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. The Company regularly evaluates current information available with its external and internal counsel to determine whether an accrual is required, an accrual should be adjusted or a range of possible loss should be disclosed.

Reclassifications

Certain prior-year amounts have been reclassified to conform to the current-year presentation. This includes the grouping of certain balance sheet and statement of cash flow items into new or revised categories to improve clarity and consistency with current-year classifications.

Recently Issued and Adopted Accounting Pronouncements

On March 21, 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update ("ASU") No. 2024-01, Scope Application of Profits Interest and Similar Awards ("ASU 2024-01"), which clarifies how an entity determines whether a profits interest or similar award is (1) within the scope of ASC 718 - Compensation - Stock Compensation or (2) not a share-based payment arrangement and therefore within the scope of other guidance. The guidance in ASU 2024-01 applies to all entities that issue profits interest awards as compensation to employees or nonemployees in exchange for goods or services. ASU 2024-01 is effective for public business entities for annual periods beginning after December 15, 2024, including interim periods within those periods. The Company is currently evaluating the impact of the adoption of ASU 2024-01 on its consolidated financial statements.

In December 2023, the FASB issued ASC 350-60 which requires entities with certain crypto assets to subsequently measure such assets at fair value, with changes in fair value recorded in net income (loss) in each reporting period. Crypto assets that meet all the following criteria are within the scope of ASC 350-60:

(1)
meet the definition of intangible assets as defined in the Codification;
(2)
do not provide the asset holder with enforceable rights to or claims on underlying goods, services, or other assets;
(3)
are created or reside on a distributed ledger based on blockchain or similar technology;
(4)
are secured through cryptography;
(5)
are fungible; and
(6)
are not created or issued by the reporting entity or its related parties. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets.

Bitcoin, which is the sole crypto asset mined by the Company, meets each of these criteria. For all entities, the ASC 350-60 amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. Early adoption is permitted for both interim and annual consolidated financial statements that have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company has elected to early adopt the new guidance effective October 1, 2023, resulting in a $4,183 cumulative-effect change to adjust the Company's bitcoin held on October 1, 2023 with the corresponding entry to accumulated deficit as of October 1, 2023. The tax effect of the adjustment to record the adoption of ASU 2023-08 was to both decrease the deferred tax asset related to cumulative losses from the fair value adjustments of bitcoin held by the company and decrease the valuation allowance for gross deferred tax assets by the same amount as the adjustment to record the adoption of the ASU.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which established a new income tax disclosure requirement in addition to modifying and eliminating certain existing requirements. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation. Companies must also further disaggregate income taxes paid. Companies are required to apply the guidance to annual periods beginning after December 15, 2024. The Company does not intend to early adopt this standard. The Company is currently evaluating the impact of the adoption of ASU 2023-09 on its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Improvements to Disclosures About Reportable Segments (“ASU 2023-07”), which requires enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The new guidance is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2023-07 on its consolidated financial statements and expects to implement the provision for fiscal year ending September 30, 2025.

In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. The Company adopted the provisions of the accounting pronouncement as of October 1, 2023 and the new standard did not have a material impact on the Company's consolidated financial statements.

In November 2024, the FASB issued Accounting Standards Update ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires public business entities to provide additional disclosures in the notes to financial statements, disaggregating specific expense categories within relevant income statement captions. The prescribed categories include purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization related to oil-and-gas producing activities. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its financial statement disclosures.
v3.24.3
3. REVISIONS TO PREVIOUSLY ISSUED FINANCIAL STATEMENTS
 12 Months Ended
Sep. 30, 2024
Prior Period Adjustment [Abstract]  
ErrorCorrectionTextBlock

3. REVISIONS TO PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the preparation of the Company’s Consolidated Financial Statements as of and for the period ended September 30, 2024, the Company identified errors in relation to the accounting for income taxes, primarily due to the application of Internal Revenue Service (“IRS”) section 162(m) excess executive compensation and the ability to utilize federal and state net operating loss carryforwards under the provisions of Internal Revenue Code Section 382. The errors had an impact on net deferred tax liabilities and income tax expense for the fiscal year ended September 30, 2023. The error did not impact total revenues or loss before income tax expense for any of the fiscal years ended September 30, 2024, 2023 and 2022.

The Company also reclassified transactions in the September 30, 2023 and 2022 consolidated statements of cash flows from cash used in operating activities to cash used in financing activities. One of the transactions related to the impact of cash receipts from shares issued under equity offerings but for which the Company has recorded receivables, which resulted an understatement of cash flows from operating activities in the amounts of $7,576 and $2,014, for the years ended September 30, 2023 and 2022, respectively, but should have been reflected as decreases in cash flows from financing activities. The second transaction relates to $5,571 of taxes paid on behalf of employees on shares withheld for net settlement of restricted stock awards at vesting date and was incorrectly recorded as cash used in operating activities, when it represented cash used in financing activities.

The Company assessed the materiality of the errors, including the presentation on prior periods consolidated financial statements, on a qualitative and quantitative basis in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99, Materiality and SAB No. 108 on Quantifying Financial Statement Errors, codified in Accounting Standards Codification Topic 250, Accounting Changes and Error Corrections. The Company concluded that these errors and the related impacts did not result in a material misstatement of our previously issued consolidated financial statements as of and for the years ended September 30, 2023 and 2022 and our previously issued unaudited consolidated interim financial statements as of and for the periods ended December 31, 2021, March 31, 2022, June 30, 2022, December 31, 2022, March 31, 2023, June 30, 2023, December 31, 2023, March 31, 2024 and June 30, 2024

The Company has corrected the relevant prior periods of our consolidated financial statements and adjusted the disclosures included within Note 13 - Income Taxes, including our significant components of the Company’s deferred tax assets and liabilities.

A summary of the corrections to the impacted financial statement line items from our previously issued financial statements are presented below:

 

Consolidated Balance Sheet

 

 

 

As of September 30, 2023

 

($ in thousands)

 

As previously reported

 

 

As revised

 

Deferred income taxes

 

$

857

 

 

$

2,416

 

Total liabilities

 

 

84,351

 

 

 

85,910

 

Accumulated deficit

 

 

(332,643

)

 

 

(334,202

)

Total stockholders' equity

 

 

677,227

 

 

 

675,668

 

 

Consolidated Statement of Operations and Comprehensive Loss

 

 

 

For the year ended September 30, 2023

 

($ in thousands)

 

As previously reported

 

 

As revised

 

Income tax expense

 

$

857

 

 

$

2,416

 

Loss from continuing operations

 

 

(132,160

)

 

 

(133,719

)

Net loss

 

 

(136,589

)

 

 

(138,148

)

Net loss attributable to common shareholders

 

 

(136,589

)

 

 

(138,148

)

Total comprehensive loss attributable to common shareholders

 

 

(136,473

)

 

 

(138,032

)

Loss from continuing operations per common share

 

 

 

 

 

 

Basic

 

$

(1.29

)

 

$

(1.30

)

Diluted

 

$

(1.29

)

 

$

(1.30

)

 

The consolidated statement of stockholders' equity for the year ended September 30, 2023 has been adjusted to reflect the impact to Net loss in both the accumulated deficit and total stockholders' equity columns as well as the corresponding totals in the row captioned Balance, September 30, 2023.
v3.24.3
4. DISCONTINUED OPERATIONS
 12 Months Ended
Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]  
DISCONTINUED OPERATIONS

4. DISCONTINUED OPERATIONS

In June 2022, the Company determined to make available for sale the asset groups related to its energy segment due to its strategic shift to strictly focus on its bitcoin mining operations. As a result, the energy segment's results of operations have been reclassified as discontinued operations on a retrospective basis for all periods presented. Accordingly, the assets and liabilities of this segment are separately reported as “assets and liabilities held for sale” as of September 30, 2023 in the Consolidated Balance Sheets. Through September 2023, the Company sold the majority of its software and intellectual property assets related to the energy segment and is in the process of winding-down the remaining assets and liabilities.

As of September 30, 2024, the Company has impaired the assets held for sale and reclassified the remaining warranty liability of $546 to continuing operations as it winds down the former energy segment, and such liabilities are recorded within accrued liabilities. The results of operations of this segment, for all periods, are separately reported as “discontinued operations” in the Consolidated Statements of Operations and Comprehensive Loss. Provided below are the key areas of the financials that constitute the discontinued operations:

($ in thousands)

 

September 30,
2023

 

ASSETS

 

 

 

Current assets

 

 

 

Accounts receivable, net

 

$

126

 

Inventory

 

 

319

 

Total current assets held for sale

 

$

445

 

 

 

 

 

Total assets held for sale

 

$

445

 

 

 

 

LIABILITIES

 

 

 

Total current liabilities held for sale

 

 

1,175

 

Total liabilities held for sale

 

$

1,175

 

 

 

For the twelve months ended

 

($in thousands)

 

September 30,
2024

 

 

September 30,
2023

 

 

September 30,
2022

 

Total revenues, net

 

$

—

 

 

$

158

 

 

$

9,667

 

 

 

 

 

 

 

 

 

 

Total costs and expenses

 

 

—

 

 

 

6,071

 

 

 

26,901

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

$

—

 

 

$

(5,913

)

 

$

(17,234

)

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Gain on disposal of assets

 

 

—

 

 

 

1,508

 

 

 

—

 

Interest expense

 

 

—

 

 

 

(24

)

 

 

(3

)

Total other income (expense)

 

 

—

 

 

 

1,484

 

 

 

(3

)

 

 

 

 

 

 

 

 

 

Loss before income tax benefit (expense)

 

 

—

 

 

 

(4,429

)

 

 

(17,237

)

Income tax benefit (expense)

 

 

—

 

 

 

—

 

 

 

—

 

Net loss attributable to common shareholders

 

$

—

 

 

$

(4,429

)

 

$

(17,237

)
v3.24.3
5. ACQUISITIONS
 12 Months Ended
Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
ACQUISITIONS . ACQUISITIONS

Pending Acquisitions

GRIID Infrastructure Inc.

On June 26, 2024, the Company entered into an Agreement and Plan of Merger (the “GRIID Agreement”) with GRIID Infrastructure Inc., Nasdaq ticker “GRDI”, a Delaware corporation (“GRIID”), and Tron Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of the Company. The transaction closed on October 30, 2024 (the “Effective Time” of the merger).

Concurrent with the GRIID Agreement, the Company and GRIID entered into a senior secured term loan credit agreement (the “GRIID Credit Agreement”) and a co-location mining service agreement (the “Hosting Agreement”) on June 26, 2024. See Note 7 - Note Receivable from GRIID for more information on the GRIID Credit Agreement. Pursuant to the Hosting Agreement, GRIID hosted certain of the Company’s bitcoin mining equipment at GRIID facilities for a fee defined in the Hosting Agreement. The Hosting Agreement had an initial service term of one year with seven additional renewal terms, each for six months.

The GRIID Agreement provided that, among other things and subject to the terms and conditions of the GRIID Agreement, (1) Merger Sub will be merged with and into GRIID (the “Merger”), with GRIID surviving and continuing as the surviving corporation in the Merger, and, (2) at the Effective Time of the Merger, holders of each outstanding share of common stock, par value $0.0001 per share, of GRIID (“GRIID Common Stock”) would receive, in exchange for each share of GRIID Common Stock held immediately prior to the Merger (other than certain excluded shares), that number of shares of common stock, par value $0.001 per share, of the Company’s common stock (“Company Common Stock”) equal to the quotient obtained by dividing the Aggregate Merger Consideration (as defined in the GRIID Agreement) by the total number of shares of GRIID Common Stock issued and outstanding as of the closing date of the Merger (the “Exchange Ratio”).

Pursuant to the Merger Agreement, at the Effective Time:

•
each GRIID restricted stock unit award that was outstanding immediately prior to the Effective Time immediately vested with respect to 100% of the shares of GRIID Common Stock subject to such GRIID restricted stock unit award, which shares of GRIID Common Stock were converted into the right to receive the merger consideration with respect to each share of GRIID Common Stock. Further, each outstanding vested compensatory option to purchase shares of GRIID Common Stock was canceled and converted into the right to receive approximately 0.01 of a share of Company Common Stock, which is the number of shares equal to the quotient of (i) the product of (A) the excess, if any, of the Merger Consideration Value (as defined in the GRIID Agreement) over the per share exercise price of the applicable option, multiplied by (B) the number of shares of GRIID Common Stock subject to such option immediately prior to the Effective Time, divided by (ii) $16.587, which represents the volume-weighted average price of Company Common Stock for the two consecutive trading days prior to the date of the GRIID Agreement. Any GRIID options that had an exercise price per share of GRIID Common Stock that was equal to or greater than the Merger Consideration Value were canceled for no consideration; and
•
each outstanding and unexercised warrant (each, a “GRIID Warrant”) to purchase shares of GRIID Common Stock was converted into a warrant to purchase a number of shares of Company Common Stock (each, a “Company Warrant”), rounded down to the nearest whole share, that is equal to the product of (A) the number of shares of GRIID Common Stock subject to such GRIID Warrant as of immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio. The exercise price per share of Company Common Stock underlying such converted Company Warrant is equal to the quotient obtained by dividing (x) the per share exercise price applicable to such warrant immediately prior to the Effective Time by (y) the Exchange Ratio, rounded up to the nearest whole cent. Each such Company Warrant is on the same terms and conditions as were applicable under such GRIID Warrant immediately prior to the Effective Time, except for such terms rendered inoperative by reason of the Merger or as otherwise set forth in the GRIID Agreement.

Upon closing, the Company issued 5,031,254 shares of Company Common Stock on October 30, 2024 with a $12.06 per common share value for a total approximate value of $60,600.

GRIID RSUs were converted, vested GRIID options were converted or cancelled, and the GRIID Warrants outstanding and unexercised immediately prior to the Effective Time were automatically converted into warrants to purchase 960,395 shares of the Company’s common stock (the “Common Stock”), at an exercise price of $165.24 per share of Common Stock (the “Company Public Warrants”), and the GRIID private warrants were converted or assumed.

Due to the timing of the transaction closing on October 30, 2024, the Company is evaluating the impact of this acquisition on its consolidated financial statements; it is impracticable to disclose the preliminary purchase price allocation. Therefore, disclosures related to the acquisition, including the pro forma consolidated results and adjustments, amounts of major assets acquired and liabilities assumed, valuation method used to determine the fair value of the consideration transferred, qualitative factors about the goodwill recognized, and goodwill expected to be deductible for tax purposes are not yet available. Disclosures regarding the impact of the acquisition will be provided in subsequent filings as the evaluation is finalized. The primary purpose of the acquisition is to expand its mining capacity geographically. The acquisition will be accounted for as a business combination.

Completed Asset Acquisitions

Tennessee Acquisition

On September 10, 2024, CleanSpark TN, LLC, a wholly-owned subsidiary of the Company (the “TN MIPA Buyer”), entered into three definitive Membership Interest Purchase Agreements (each, a “MIPA”, and collectively, the “TN MIPAs”) with Exponential Digital, LLC (the “TN MIPA Seller”) to acquire seven bitcoin mining facilities located in Tennessee for a total purchase price of $25,000. Also on September 10, 2024, CSRE Properties Tennessee, LLC, a wholly-owned subsidiary of the Company, entered into a Real Estate Purchase and Sale Agreement (the “RE PSA”) with US Farms & Mining, Inc. to purchase real property that was leased by the TN MIPA Seller for purposes of conducting operations of four of the mining locations. Under the terms of the RE PSA, CSRE Properties Tennessee, LLC will pay US Farms & Mining, Inc. an aggregate consideration of $2,500. The total consideration set forth to be paid per the agreements is $27,500.

The cities of the bitcoin mining facilities for each MIPA are as follows:

MIPA 1: Jellico, TN and West Crossville, TN;

MIPA 2: Campbell Junction, TN and Decatur, TN; and

MIPA 3: Winfield, TN; Oneida, TN; and Tazewell, TN.

The Company completed the acquisition of MIPA 1 and MIPA 3 on September 16, 2024 and September 25, 2024, respectively. Meanwhile, the Company closed on MIPA 2 and the RE PSA in October 2024; see Note 19 - Subsequent Events. The transaction was accounted for as an asset acquisition, whereby the total purchase price is allocated first to the fair value of the assets acquired and any excess purchase price is allocated to the acquired assets pro-rata. No goodwill is calculated in an asset acquisition.

The combined purchase price is $28,103, which includes $27,500 in cash considerations payable to the TN MIPA Seller per the MIPAs and RE PSA, $231 incurred for direct acquisition costs, and $372 in assumed lease liabilities. As of September 30, 2024, the Company has paid or incurred $18,376 of the total purchase price and the difference between (1) the amount paid and incurred pursuant to direct transaction costs and (2) the amount allocated for completed components of the asset acquisition is recorded in Other long-term asset on the Consolidated Balance Sheets in the amount of $4,731.

The expected total purchased assets and liabilities upon completion of all MIPAs and RE PSA is presented below as “Expected Total Allocation Including Subsequent Periods” and the allocation of the assets associated with MIPA 1 and MIPA 3 is included in “Allocation as of September 30, 2024” in the table below:

 

($ in thousands)

 

Allocation as of September 30, 2024

 

Expected Incremental Acquisitions In Subsequent Periods

 

Expected Total Allocation Including Subsequent Periods

 

Land

 

$

—

 

$

5,820

 

$

5,820

 

Land improvements

 

 

—

 

 

610

 

 

610

 

Building

 

 

—

 

 

758

 

 

758

 

Infrastructure

 

 

14,897

 

 

5,957

 

 

20,854

 

Right of use assets

 

 

47

 

 

14

 

 

61

 

Operating lease liability

 

 

(344

)

 

(28

)

 

(372

)

Total

 

$

14,600

 

$

13,131

 

$

27,731

 

The Company assumed lease liabilities as of September 30, 2024 of $344.

Under the terms of the TN MIPAs, the TN MIPA Buyer will pay the TN MIPA Seller the respective consideration under each MIPA described above (less an aggregate holdback amount of $1,250, subject to adjustment as set forth in the TN MIPAs) at the respective closing of each MIPA. The holdback amount is payable 60 days following the close of each MIPA, the total holdback amount of $955 attributable to MIPA 1 and MIPA 3 is due in November 2024 (included in Accrued liabilities in the Consolidated Balance Sheets as of September 30, 2024).

Mississippi Acquisition - Clinton, MS

On September 16, 2024, CSRE Properties Mississippi, LLC, a Mississippi limited liability company and wholly-owned subsidiary of the Company, entered into definitive agreements with Eyas Investment Group and Makerstar Capital, Inc. (“Makerstar”) to acquire bitcoin mining facilities in Clinton, Mississippi (the “Clinton Property”).

The combined purchase price (including direct acquisition costs of $129) for the real property, construction in progress and personal property was approximately $3,020. The transaction was consummated in September 2024 and accounted for as an asset acquisition, whereby the total purchase price is allocated first to the fair value of the assets acquired and any excess purchase price is allocated to the acquired assets pro-rata. No goodwill is calculated in an asset acquisition.

The allocation of the purchase price of the assets acquired are summarized below:

 


($ in thousands)

 

Allocation at
Acquisition
Date

 

Land

 

$

734

 

Construction in progress

 

 

2,286

 

Total

 

$

3,020

 

In connection with the acquisition of the Clinton Property, CSRE Properties Mississippi, LLC entered into a Construction Management Services Agreement dated September 16, 2024 with Beast Power, Inc. (“Beast Power”), pursuant to which Beast Power was engaged to manage the completion of the construction of a data center facility on the Clinton Property for aggregate consideration of $2,888. The construction is expected to be substantially complete by December 2024.

Wyoming Acquisition - Cheyenne, WY

On May 8, 2024, CSRE Properties Wyoming, LLC, a Wyoming limited liability company and wholly-owned subsidiary of the Company (the “Wyoming Buyer”) entered into a Purchase and Sale Agreement with MineOne Wyoming Data Center LLC (“MineOne”), pursuant to which the Wyoming Buyer agreed to purchase real property located in Wyoming.

 

On May 29, 2024, the Wyoming Buyer entered into new purchase and sale agreements with MineOne, collectively amending and restating the original agreement dated May 8, 2024 due to federal regulatory consent requirements

relating to Parcel 1. As a result, the agreement was renegotiated and split into two agreements: the first agreement for Parcel 1, with a purchase price of $11,250, and the second agreement for Parcel 2, with a purchase price of $11,250, with no contingent payment requirements for either parcel.

 

In order for the federal agency to approve the transaction and for the Company to complete the acquisition of the land from MineOne, the assets on-site had to be demolished and the personal property had to be removed. On August 2, 2024, the Company and MineOne entered into an Asset Purchase Agreement (“APA”) with a purchase price of $1,500, subsequently amended to $1,300, to acquire infrastructure assets.

 

The Company closed on the purchase of Parcel 2 on July 11, 2024 with a combined purchase price (including direct acquisition costs of $147) of $11,397.

 

The Company closed on the purchase of Parcel 1 on September 11, 2024 with a combined purchase price (including direct acquisition costs of $470) of $11,720. The direct acquisition costs for Parcel 1 included the cost of demolition.

 

In addition, the Company purchased a parcel of raw land adjacent to Parcel 2 from Campstool Land Company, LLC on August 7, 2024 for a purchase price (including direct acquisition costs of $23) $1,523.

 

The Wyoming transactions were accounted for as asset acquisitions, whereby the total purchase price is allocated first to the fair value of the assets acquired and any excess purchase price is allocated to the acquired assets pro-rata. No goodwill is calculated in an asset acquisition. As a result, the total cost of the Wyoming land purchased was $24,640, 100% of which was allocated to land.

 

LN Energy LLC Acquisition - Georgia

On June 17, 2024, CleanSpark, Inc., through its wholly-owned subsidiary, CSRE Properties Sandersville, LLC (the "LN Energy Buyer"), entered into six (6) definitive agreements to acquire bitcoin mining facilities located in Georgia from, respectively, LN Energy 1 LLC, LN Energy 3 LLC, LN Energy 4 LLC, LN Energy 5 LLC, LN Energy 6 LLC and LN Energy 7 LLC (collectively, the “LN Energy Seller”). The definitive agreements include the purchase of mining data centers, the assumption of the underlying real property leases and one power agreement. The combined purchase price was $26,177, which included $25,800 paid to the LN Energy Seller, $132 incurred for direct acquisition costs, and $244 in assumed lease liabilities. The transaction is accounted for as an asset acquisition, whereby the total purchase price is allocated first to the fair value of the assets acquired and any excess purchase price is allocated to the acquired assets pro-rata. No goodwill is calculated in an asset acquisition.

The allocation of the purchase price of the assets acquired and liabilities assumed are summarized below:

 

($ in thousands)

 

Allocation at
Acquisition
Date

 

Building/Improvements

 

$

1,809

 

Infrastructure

 

 

21,818

 

Right of use assets

 

 

2,550

 

Operating lease liability

 

 

(244

)

Total

 

$

25,933

 

Mississippi Locations Acquisition - Meridian, Vicksburg and Wiggins, MS

On February 26, 2024, the Company, through its wholly-owned subsidiary CSRE Properties Mississippi, LLC, closed on the Purchase and Sale Agreement entered into with Makerstar on February 5, 2024, pursuant to which the Company agreed to purchase three bitcoin mining facilities in Mississippi for $19,771 (including direct acquisition costs of $148). The three facilities are located in Meridian, Vicksburg, and Wiggins, respectively. The transaction was accounted for as an asset acquisition, whereby the total purchase price is allocated first to the fair value of the assets acquired and any excess purchase price is allocated to the acquired assets pro-rata. No goodwill is calculated in an asset acquisition.

The allocation of the purchase price of the assets acquired is summarized below:

 

($ in thousands)

 

Allocation at
Acquisition
Date

 

Land

 

$

1,304

 

Building/Improvements

 

 

7,525

 

Infrastructure

 

 

10,942

 

Total

 

$

19,771

 

Dalton 3 Acquisition - Dalton, GA

On February 2, 2024, the Company, through its wholly-owned subsidiary CSRE Properties Dalton, LLC, entered into two purchase agreements with Makerstar. and its wholly-owned subsidiary, Eyas Investment Group, respectively, for approximately two acres of real property (the “Dalton Property”) located in Dalton, Whitfield County, Georgia and all improvements, fixtures and personal property situated on the Dalton Property. The Dalton Property was in the early stages of construction and included a concrete foundation and in-process electrical infrastructure at the time of entry into the respective agreements. The combined purchase price (including direct acquisition costs of $132) for the real property and improvements, fixtures and personal property was approximately $3,569. The transaction was consummated in February 2024 and accounted for as an asset acquisition, whereby the total purchase price is allocated first to the fair value of the assets acquired and any excess purchase price is allocated to the acquired assets pro-rata. No goodwill is calculated in an asset acquisition.

The allocation of the purchase price of the assets acquired is summarized below:

Purchase Price Allocation:
($ in thousands)

 

Allocation at
Acquisition
Date

 

Land

 

$

327

 

Building/Improvements

 

 

702

 

Infrastructure

 

 

2,540

 

Total

 

$

3,569

 

In connection with the acquisition of the Dalton Property, the Company entered into a Construction Management Services Agreement dated February 1, 2024 with Makerstar, pursuant to which the Company engaged Makerstar to manage the completion of the construction of a data center facility on the Dalton Property for aggregate consideration of $3,435. The construction was substantially completed, and the facility began bitcoin mining operations, on April 4, 2024.

Dalton 1 & 2 Acquisition - Dalton, GA

On June 21, 2023, the Company completed the acquisition of two bitcoin mining facilities in Dalton, Georgia for $9,389. Each of the facilities are located on separate one acre sites, each of which are under land leases. The transaction was accounted for as an asset acquisition, whereby the total purchase price is allocated first to the fair value of the assets acquired and any excess purchase price is allocated to the acquired assets pro-rata. No goodwill is calculated in an asset acquisition.

The allocation of the purchase price of the assets acquired and liabilities assumed are summarized below:

($ in thousands)

 

Allocation at
Acquisition
Date

 

Building

 

$

1,328

 

Infrastructure

 

 

8,061

 

Land lease - right of use asset

 

 

266

 

Operating lease liability

 

 

(266

)

Total

 

$

9,389

 

 

Mawson Infrastructure Group - Sandersville, GA

On October 8, 2022, the Company completed the acquisition of a lease for approximately 16.35 acres of real property located in Sandersville, Washington County, Georgia (the “Mawson Property”), all personal property located on the Mawson Property, and 6,349 application-specific integrated circuit miners (the “ASICs”) from subsidiaries of Mawson Infrastructure Group, Inc., a Delaware corporation (“Mawson”), all pursuant to a Purchase and Sale Agreement dated September 8, 2022 and an Equipment Purchase and Sale Agreement dated September 8, 2022 (the "Mawson Transaction").

The Company paid the following consideration to Mawson for the Mawson Property: (i) $13,500 in cash; (ii) 1,590,175 shares (the “Closing Shares”) of the Company's common stock (which had a value of $4,803 based upon the closing price of the common stock on October 7, 2022), and (iii) $6,500 in seller financing in the form of a promissory note. The Company also paid $9,018 in cash within 15 days of the closing for the ASICs.

The following additional contingent consideration was included in the purchase price:

•
up to 1,100,890 shares of the Company's common stock (the “Earn-out Shares”) (which have a value of approximately $3,325 based upon the closing price of the Company's common stock on October 7, 2022), based upon the number of modular data centers on the Mawson Property occupied by Mawson being emptied and made available for the Company’s use. These Earn-out Shares had been classified as a liability in the Consolidated Balance Sheets in accordance with ASC 480, and accordingly, were reported at fair value at the end of each reporting period. As of December 31, 2022, the fair value of this contingent liability was reduced to $2,840 from $3,325, resulting in a change in fair value of contingent consideration of $484 in Other Income (expense) in the Consolidated Statements of Operations and Comprehensive Loss. The shares associated with the earn-out were issued to Mawson in January 2023 (see Note 14 - Stockholders' Equity).
•
up to an additional $2,000 in a seller-financed earn-out payable at least 60 days post-closing if the Company receives written confirmation that it will be able to utilize at least an additional 150 MW of power on the Mawson Property by the six-month anniversary of the closing, April 8, 2023. Such written confirmation was not received by April 8, 2023, and accordingly, the Company determined this contingency criteria was not met by April 8, 2023 and has not paid the additional consideration. The Company adjusted the contingency liability to $0 as of June 30, 2023 and recognized $2,000 gain in Change in Fair Value of Contingent Consideration on the Consolidated Statements of Operations and Comprehensive Loss.

The Company accounted for this transaction as an acquisition of a business. The fair value of the consideration given to Mawson and the other sellers in connection with the transaction and the allocation of the purchase price in accordance with ASC 820 were as follows:


($ in thousands)

 

Fair Value

 

Cash

 

$

22,518

 

Financing provided by seller

 

 

6,500

 

1,590,175 shares of CLSK common stock

 

 

4,803

 

Total purchase price

 

$

33,821

 

 

 

 

 

Contingent Consideration

 

 

 

Earn-out Shares of CLSK common stock

 

 

3,325

 

Megawatt earnout (up to $2,000 max)

 

 

2,000

 

Total contingent consideration

 

$

5,325

 

 

 

 

 

Total purchase sale agreement consideration-Combined

 

$

39,146

 

 

 


($ in thousands)

 

Allocation at
Acquisition Date

 

Right of use lease asset

 

$

5,010

 

Lease liability assumed

 

 

(5,100

)

Building

 

 

13,654

 

Infrastructure asset

 

 

4,465

 

Miners

 

 

12,914

 

Machinery and equipment

 

 

160

 

Goodwill

 

 

8,043

 

Total

 

$

39,146

 

There were no subsequent adjustments to the allocation of the purchase price after the preliminary allocation.
v3.24.3
6. BITCOIN
 12 Months Ended
Sep. 30, 2024
Common Domain Members [Abstract]  
BITCOIN

6. BITCOIN

As of September 30, 2024 and 2023, the Company held 6,819 and 2,243 bitcoin, respectively. The following table presents a description of the Company's bitcoin holdings as of September 30, 2024 and 2023:

 

 

 

As of

 

Bitcoin holdings

 

September 30, 2024

 

 

September 30, 2023

 

Number of bitcoin held

 

 

6,819

 

 

 

2,243

 

Cost basis - per bitcoin

 

$

55,408

 

 

$

25,074

 

Fair value - per bitcoin

 

$

63,301

 

 

$

26,961

 

Cost basis of bitcoin (in '000s)

 

$

377,839

 

 

$

56,241

 

Fair value of bitcoin (in '000s)

 

$

431,661

 

 

$

60,424

 

The cost basis represents the valuation of bitcoin at the time the Company earns the bitcoin through mining activities. The cost basis for 2,243 bitcoin held as of the date prior to the adoption of ASC 350-60 was determined on the "cost less impairment" basis.

The following table presents information based on the activity of bitcoin for the years ended September 30, 2024 and 2023:

 

 

 

 

 

 

 

 

 

 

For the year ended September 30,

 

 ($ in thousands)

 

2024

 

 

2023

 

Balance at beginning of the year

 

$

56,241

 

 

$

11,147

 

Cumulative effect of the adoption of ASC 350-60

 

 

4,183

 

 

 

—

 

Adjusted beginning balance - at fair value

 

$

60,424

 

 

$

11,147

 

Addition of bitcoin from mining activities(1)

 

 

378,968

 

 

 

168,121

 

Bitcoin sold & issued for services and purchase of software

 

 

(44,801

)

 

 

(115,864

)

Bitcoin transferred to collateral account

 

 

(87,895

)

 

 

—

 

Bitcoin received from collateral account

 

 

11,542

 

 

 

—

 

Impairment loss

 

 

—

 

 

 

(7,163

)

Gain on fair value of bitcoin, net

 

 

113,423

 

 

 

—

 

Balance at end of the year

 

$

431,661

 

 

$

56,241

 

(1) Net of mining pool fees as described in Note 2 - Summary of Significant Accounting Policies

The Company's bitcoin holdings shown in this note, excluding the bitcoin posted as collateral to the Coinbase Line of Credit as described in Note 12 - Loans, are not subject to rehypothecation and do not serve as collateral for any existing loans or agreements. As of September 30, 2024, the Company held approximately 99% of its bitcoin in cold storage and 1% in hot wallets.

The cumulative realized gains from dispositions of bitcoin during the year ended September 30, 2024 was $63,878. There were no cumulative realized losses from dispositions of bitcoin during the year ended September 30, 2024.
v3.24.3
7. NOTE RECEIVABLE FROM GRIID
 12 Months Ended
Sep. 30, 2024
Receivables [Abstract]  
NOTE RECEIVABLE FROM GRIID

7. NOTE RECEIVABLE FROM GRIID

On June 26, 2024, concurrent with the GRIID Agreement (see Note 5 - Acquisitions), the Company entered into the GRIID Credit Agreement, which is a senior secured term loan under which the Company provided a term loan of $55,919 to GRIID, which GRIID is permitted to use solely for certain purposes as set forth in the GRIID Credit Agreement.

On August 2, 2024, the Company and GRIID amended and restated the GRIID Credit Agreement (as amended and restated, the “A&R GRIID Credit Agreement”) to include, in addition to the term loan amount, a new delayed draw term loan facility of $40,000, which amounts GRIID is permitted to request pursuant to the terms of the A&R GRIID Credit Agreement and use solely for certain purposes as set forth in the A&R GRIID Credit Agreement. The Company may make one or more delayed draw term loans (each, a "Draw Loan") to GRIID from August 2, 2024 until the earlier of June 26, 2025 or the termination of the merger transaction defined in Note 5 - Acquisitions. Each borrowing shall be in a principal amount of $250 or a whole multiple of $100 in excess thereof. The outstanding amount of Draw Loans shall bear an interest of 8.5% per annum from the date any such Draw Loan is made to the day it is paid in full. Pursuant to the A&R GRIID Credit Agreement, any amounts borrowed and repaid prior to the maturity date cannot be reborrowed.

Nearing the end of fiscal year 2024, the Company continued to assess the credit risk associated with a note receivable from GRIID. This note primarily financed infrastructure improvements expected to provide long-term utility and strategic benefit to the Company, which significantly reduces the likelihood of credit loss. Based on this evaluation, the Company has determined that the risk of credit loss is immaterial and, accordingly, has not recognized a material allowance for credit losses related to this note. The Company monitored this exposure, but has acquired GRIID prior to the report date as discussed in the Note 5 - Acquisitions and Note 19 - Subsequent Events.

 

The maturity date of the term loan is deemed to be the earlier of (i) June 26, 2025, or (ii) 90 days after the termination of the merger transaction between the Company and GRIID under the GRIID Agreement (other than a termination resulting solely from the breach of the Company). On the maturity date, the principal and any accrued but unpaid interest will be due and payable. The term loan bears interest at a rate of 8.5% per annum. This note matured as part of the acquisition of GRIID, subsequent to the balance sheet date, as noted above. The GRIID Credit Agreement contains customary representations, warranties, covenants, and events of default for a term loan of this type.

As of September 30, 2024, the Note receivable from GRIID balance was $60,919 and interest receivable balance included in Prepaid expenses and other current assets was $1,286, within the Consolidated Balance Sheet.
v3.24.3
8. INVESTMENTS
 12 Months Ended
Sep. 30, 2024
Schedule of Investments [Abstract]  
INVESTMENTS

8. INVESTMENTS AND DERIVATIVES

As of September 30, 2024 and September 30, 2023, the Company had total investments of $2,750 and $3,423, respectively, comprised of the following:

Interest Rate Swap Derivative

In relation to the Company’s Western Alliance Bank Credit Agreement entered into in August 2024, the Company has an interest rate swap agreement (see Note 12 - Loans) for which the interest rate swap is not a designated hedge. As of September 30, 2024, the Interest Rate Swap Derivative was fair valued at a $100 unrealized loss which is included in Other current liabilities on the Consolidated Balance Sheet.

International Land Alliance, Inc.

On November 5, 2019, the Company entered in a binding Memorandum of Understanding (the “MOU”) with International Land Alliance, Inc. (“ILAL”), a Wyoming corporation, to lay a foundational framework where the Company will deploy its energy solutions products and services to ILAL, its energy projects, and its customers.

In connection with the MOU, and to support the power and energy needs of ILAL's development and construction of certain projects, the Company entered into a Securities Purchase Agreement (“SPA”), dated as of November 6, 2019, with ILAL.

ILAL Series B Preferred Stock (Investment in Debt Securities) and Embedded ILAL Derivative Asset

Pursuant to the terms of the SPA with ILAL, the Company purchased 1,000 shares of Series B Preferred Stock of ILAL (the “Series B Preferred Stock”) for an aggregate purchase price of $500 (the “Stock Transaction”), less certain expenses and fees. The Series B Preferred Stock accrues cumulative dividends in-kind at a rate of 12% per annum and was redeemable on August 6, 2020. The Series B Preferred Stock can be converted into common stock at a variable rate (refer the discussion on embedded derivative assets below). This variable conversion ratio will increase by 10% with the occurrence of certain events. Since the investments were not redeemed on August 6, 2020, they are now redeemable at the Company’s option in cash or into common stock, based on the conversion ratio. The Series B Preferred Stock is recorded as an AFS debt security and is reported at its estimated fair value as of September 30, 2024. Any change in the fair values of AFS debt securities are reported net of income tax as an element of Other Comprehensive income.

The Company accrued no interest (net of allowance) on its available-for-sale debt securities, as of September 30, 2024 and 2023, respectively. The fair value of the Company’s investment in the Series B Preferred Stock was $918 and $726 as of September 30, 2024 and 2023, respectively. The Company has included gain on fair value of Series B Preferred Stock amounting to $192 and $116 for the years ended September 30, 2024 and 2023, respectively, as part of other comprehensive income in the Consolidated Statements of Operations and Comprehensive Loss.

The Company has deemed the variable conversion feature (the “ILAL Derivative Asset”) of Series B Preferred Stock an embedded derivative instrument in accordance with ASC 815, Derivatives and Hedging. This topic requires the Company to account for the ILAL Derivative Asset on its balance sheet at fair value and account for changes in fair value as a derivative gain or loss. Changes in fair value of the ILAL Derivative Asset are presented as Other income (expense) in the Consolidated Statements of Operations and Comprehensive Loss.

Total fair value of investment in ILAL Derivative Asset as of September 30, 2024 and 2023 was $1,832 and $2,697, respectively and as included in Derivative assets on the Consolidated Balance Sheet. The Company fair values the debt security as a straight debt instrument based on liquidation value, accrued interest to date, and an estimated 60% recovery rate for first-lien debt, which is an unobservable input. The fair value of the ILAL Derivative Asset is based on the difference in the fair value of the Series B Preferred Stock determined as a straight debt instrument and the fair value of the Series B Preferred Stock if converted as of the reporting date.

Commitment shares - Common stock of ILAL

Pursuant to the terms of the SPA with ILAL, the Company received 350,000 shares (commitment shares) of ILAL's common stock. The commitment shares were fully earned at the time of execution of the agreement. The Company sold 334,611 shares at various prices and fair valued the remaining 15,389 shares at the closing stock price of ILAL as of September 30, 2021. During the year ended September 30, 2022, the Company sold 15,389 commitment shares, and recorded realized gain on sale of shares for $1.

Investment in Equity Securities - LawClerk

In February 2020, the Company made a $250 strategic relationship investment in LawClerk for 200,000 Series A Preferred Shares of LawClerk. This investment is recorded on a cost basis and adjusted for observable transactions for same or similar investments of the issuer (referred to as the measurement alternative) or impairment. The Company annually performs impairment analysis on this investment and concluded that the investment was not recoverable and accordingly recorded an impairment of $250 for the year ended September 30, 2022.

Refer to the table below for a roll forward of assets carried at fair value on a recurring basis that utilize level 3 inputs to determine fair value:

 

 ($ in thousands)

 

Interest Rate
Swap Derivative (1)(3)

 

 

ILAL
Debt
Securities

 

 

ILAL
Derivative
Asset(2)

 

 

ILAL Equity Securities

 

 

LawClerk
Equity
Securities

 

 

Balance as of September 30, 2021

 

$

—

 

 

$

494

 

 

$

4,906

 

 

$

11

 

 

$

250

 

 

Shares sold during the year

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(10

)

 

 

—

 

 

Realized gain on fair value recognized in other income (expense)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1

 

 

 

—

 

 

Unrealized loss recognized in other income (expense)

 

 

—

 

 

 

—

 

 

 

(1,950

)

 

 

(2

)

 

 

—

 

 

Impairment loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

 

 

 

(250

)

 

Unrealized gain on fair value recognized in Other comprehensive income

 

 

—

 

 

 

116

 

 

 

—

 

 

 

—

 

 

 

—

 

 

Balance as of September 30, 2022

 

$

—

 

 

$

610

 

 

$

2,956

 

 

$

—

 

 

$

—

 

 

Unrealized loss recognized in other income (expense)

 

 

—

 

 

 

—

 

 

 

(259

)

 

 

—

 

 

 

—

 

 

Unrealized gain on fair value recognized in Other comprehensive income

 

 

—

 

 

 

116

 

 

 

—

 

 

 

—

 

 

 

—

 

 

Balance as of September 30, 2023

 

$

—

 

 

$

726

 

 

$

2,697

 

 

$

—

 

 

$

—

 

 

Unrealized loss on derivative asset

 

 

(100

)

 

 

—

 

 

 

(865

)

 

 

—

 

 

 

—

 

 

Unrealized gain on fair value recognized in other comprehensive income

 

 

—

 

 

 

192

 

 

 

—

 

 

 

—

 

 

 

—

 

 

Balance as of September 30, 2024

 

$

(100

)

 

$

918

 

 

$

1,832

 

 

$

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) The "Other current liabilities" caption in the Consolidated Balance Sheet includes the Interest Rate Swap Derivative.

(2) The "Derivative investments" caption in the Consolidated Balance Sheet consists of ILAL Derivative Asset.

(3) See Note 12 - Loans
v3.24.3
9. PROPERTY AND EQUIPMENT
 12 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT . PROPERTY AND EQUIPMENT

Property and equipment consist of the following as of September 30, 2024 and September 30, 2023:

 

 ($ in thousands)

 

September 30, 2024

 

 

September 30, 2023

 

Land

 

$

32,190

 

 

$

4,144

 

Land improvements

 

 

5,449

 

 

 

1,564

 

Building and improvements

 

 

76,719

 

 

 

52,198

 

Leasehold improvements

 

 

1,995

 

 

 

672

 

Miners

 

 

1,035,128

 

 

 

527,868

 

Mining equipment

 

 

23,066

 

 

 

18,706

 

Infrastructure

 

 

155,191

 

 

 

45,612

 

Machinery and equipment

 

 

15,061

 

 

 

1,907

 

Furniture and fixtures

 

 

1,706

 

 

 

386

 

Construction in progress

 

 

19,455

 

 

 

81,875

 

Total

 

$

1,365,960

 

 

$

734,932

 

Less: accumulated depreciation

 

 

(496,267

)

 

 

(170,537

)

Property and equipment, net

 

$

869,693

 

 

$

564,395

 

 

Depreciation expense for the years ended September 30, 2024, 2023 and 2022 was $152,469, $118,615 and $47,082, respectively. During the year ended September 30, 2024, $6,903 of property and equipment, net was disposed of for a loss of $5,466, and during the year ended September 30, 2023 $1,966 of property and equipment, net was disposed of for a loss of $1,931.

 

In April 2024, a bitcoin halving event took place. A bitcoin halving event, which occurs approximately every four years, reduces the block reward for bitcoin miners by 50%. This directly impacts the Company’s revenue generation from mining activities. As a result of the bitcoin halving event and the execution of the 100,000 miner purchase option for new Bitmain Antminer S21 Pro models (see Note 18 - Commitments and Contingencies), the Company concluded that various miner models (S19J, S19 J Pro and S19 J Pro+) would be removed from service and replaced with newer, more efficient miner models. The planned replacement is expected to be completed by December 31, 2024. Accordingly, the Company performed an impairment test on the miners planned for replacement, resulting in an impairment charge of approximately $189,000. The fair value less residual value of the impaired miners will depreciated over the remaining period in which they are operating. Significant inputs in the fair value calculation was future bitcoin prices, forecasted global hashrate and estimated future power prices.

Effective May 1, 2024, as a result of new information about actual lives of its bitcoin miners based on historical experience and advancements in overall miner efficiency, the Company has reduced the useful lives of miners from five years to three years. The impact of the change in useful lives of miners from five to three years increased depreciation expense and loss before income tax expense by approximately $7,261 for the year ended September 30, 2024, and decreased basic and diluted earnings per share by $0.03 for the year ended September 30, 2024.

In the fourth quarter of fiscal 2024, the Company began to engage in transactions to sell off certain miners that had been removed from service. The Company noted that the prevailing re-sell market rates decreased between June 2024 to September 2024, and as a result, the Company further changed its estimated salvage value of all of its out of service miners and recorded an impairment charge of approximately $7,800 in the fourth quarter of fiscal year 2024. The combined impairment charges for the year ended September 30, 2024 totaled approximately $197,000, which is recorded in the Consolidated Statements of Operations and Comprehensive Loss as "Impairment expense - fixed assets".

The Company placed in service property and equipment of $570,931 during the year ended September 30, 2024, which included $7,190 in machinery and equipment acquired in equipment loan transactions. This increase in fixed assets primarily consisted of miners and mining equipment amounting to $472,670. Assets acquired through acquisition transactions (see Note 5 - Acquisitions) resulted in an additional $87,239 in total assets placed in service. Additionally, in January 2024, the Company purchased raw land next to the Sandersville, GA location for approximately $1,038.

On April 7, 2023, CleanSpark HQ, LLC (“HQLLC”), a single member limited liability company and subsidiary wholly owned by the Company, purchased certain real property located in Henderson, Nevada (the "Eastern Property") for $4,100. The property consists of office space. The Company utilizes this office space as its new corporate headquarters. The real property is recorded in building and building improvements and was placed in service in the first quarter of fiscal 2024.

On May 1, 2023, the Company entered into a Purchase and Sale agreement with the Development Authority of Washington County to purchase 16.35 acres of land that was previously leased by the Company and an additional 10 acres of parcels in Sandersville, GA for a purchase price of $1,300 (the agreement was subsequently amended in June 2023 to increase the purchase price to $1,400). The leased land had been subject to an operating lease which was acquired by the Company under the Mawson Transaction. In accordance with ASC 842-Leases, the Company reassessed the lease classification as a finance lease and recorded land at the present value of the lease term (net of the carrying amount of the operating lease at time of conversion) and the land was recorded at $1,167. The land was also reclassified from finance lease right of use asset to land upon final payment being made on June 30, 2023.

Construction in progress: The Company is expanding its facilities in Georgia, Wyoming and Mississippi, including infrastructure, building, and land improvements to expand its mining operations.

As of September 30, 2024 and September 30, 2023, the Company has outstanding deposits for miners and mining equipment totaling $359,862 and $75,959, respectively. Such deposits are recorded as long-term assets on the Consolidated Balance Sheets.
v3.24.3
10. INTANGIBLE ASSETS
 12 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS

10. INTANGIBLE ASSETS

Intangible assets consisted of the following as of September 30, 2024 and 2023:

 

 

 

September 30, 2024

 

 

September 30, 2023

 

 ($ in thousands)

 

Intangible assets

 

 

Accumulated amortization

 

 

Net intangible assets

 

 

Intangible assets

 

 

Accumulated amortization

 

 

Net intangible assets

 

Software

 

$

981

 

 

$

(230

)

 

$

751

 

 

$

440

 

 

$

(90

)

 

$

350

 

Websites

 

 

15

 

 

 

(13

)

 

 

2

 

 

 

15

 

 

 

(8

)

 

 

7

 

Strategic Contract

 

 

9,800

 

 

 

(7,513

)

 

 

2,287

 

 

 

9,800

 

 

 

(5,554

)

 

 

4,246

 

Total

 

$

10,796

 

 

$

(7,756

)

 

$

3,040

 

 

$

10,255

 

 

$

(5,652

)

 

$

4,603

 

The strategic contract relates to the supply of a critical input to the Company’s bitcoin mining business at significantly lower prices compared to market.

 

Amortization expense for the years ended September 30, 2024, 2023 and 2022 was $2,140, $2,113 and $1,963, respectively.

During the years ended September 30, 2024 and 2023, the Company did not incur impairment losses related to the above intangible assets.

 

The following table presents the estimated amortization expense based on the Company’s amortizing intangible assets as of September 30, 2024:

 

Fiscal Year

 

 

 

($ in thousands)

 

September 30, 2024

 

2025

 

$

2,158

 

2026

 

 

522

 

2027

 

 

193

 

2028

 

 

117

 

2029

 

 

50

 

Total

 

$

3,040

 
v3.24.3
11. LEASES
 12 Months Ended
Sep. 30, 2024
Leases [Abstract]  
LEASES

11. LEASES

As of September 30, 2024, the Company had operating leases primarily for the land leases of its mining facilities in Georgia and Tennessee and finance leases primarily related to equipment used at its data center. The mining facilities comprise the Company’s material underlying asset class under operating lease agreements. The Company has no material finance leases.

In September 2024, the Company assumed two land leases and three short-term leases in connection with the acquisition of the locations in Tennessee. The lease terms of the land leases range from 1.8 to 12 years. As a result of the acquisition, the Company recognized operating lease liabilities of $344, and based upon acquisition cost allocation, recorded right of use assets, net unfavorable terms of $47. The short term leases are expiring in October 2024. As such, the lease payments are recognized on a straight-line basis on the consolidated statements of operations and comprehensive loss.

In June 2024, the Company assumed four land leases in connection with the acquisition of the LN Energy locations in Georgia. The lease terms of the LN Energy land leases range from 2.6 to 14.7 years. As a result of the acquisition, the Company recognized operating lease liabilities of $243, and based upon acquisition cost allocation, recorded right of use assets of $2,550.

In April 2024, the Company entered into a new operating land lease in Dalton, GA for the expansion of a fourth bitcoin mining location. The lease is for a total of $18 per year with an initial lease term of five years and one renewal period of five years, for which the Company recorded a right of use asset and operating lease liability of $122.

Office Space Operating Lease and Sublease

The Company also has an operating lease for office space which was previously utilized as its corporate headquarters. In January 2024, the Company ceased usage of the office space. In the quarter ended March 31, 2024, the Company wrote down the right of use asset as it considered the asset to be impaired since the space was not utilized and the efforts to find a sub-lessee at the time were unsuccessful. The Company impaired the right of use asset in the amount of $396 and has recorded this as "impairment expense - other" on the Consolidated Statements of Operations and Comprehensive Loss.

In July 2024, the Company entered into a sublease agreement in which it sublets the office space to the sublessee for the remainder of the original lease term expiring in April 2027. Sublease income for the year ended September 30, 2024 was approximately $15. The sublease did not relieve the Company from its original lease obligation.

The Company's lease costs recognized in the Consolidated Statements of Operations and Comprehensive Loss consist of the following:

 

 

 

For the year ended September 30,

 

($ in thousands)

 

2024

 

 

2023

 

 

2022

 

Operating lease cost (1)

 

$

293

 

 

$

267

 

 

$

113

 

Finance lease cost:

 

 

 

 

 

 

 

 

 

Depreciation expense of financed assets

 

$

123

 

 

$

197

 

 

$

379

 

Interest on lease obligations

 

$

10

 

 

$

33

 

 

$

38

 

Short-term rent expense

 

$

7

 

 

$

—

 

 

$

—

 

(1) Included in general and administrative expenses.

 

Other lease information is as follows:

 

 

 

For the year ended September 30,

 

($ in thousands)

 

2024

 

 

2023

 

 

2022

 

Cash paid for amounts included in measurement of lease obligations:

 

 

 

 

 

 

 

 

 

Operating cash outflows from operating leases

 

$

316

 

 

$

274

 

 

$

131

 

Operating cash outflows from finance leases

 

$

10

 

 

$

33

 

 

$

38

 

Financing cash outflows from finance leases

 

$

151

 

 

$

301

 

 

$

519

 

 

 

September 30,
2024

 

 

September 30,
2023

 

Weighted-average remaining lease term - operating leases

 

4.7 years

 

 

3.8 years

 

Weighted-average remaining lease term - finance leases

 

0.3 years

 

 

0.9 years

 

Weighted-average discount rate - operating leases

 

 

8.28

%

 

 

5.40

%

Weighted-average discount rate - finance leases

 

 

9.10

%

 

 

5.50

%

 

The following is a schedule of the Company's lease liabilities by contractual maturity as of September 30, 2024:

 

Fiscal Year ($ in thousands)

 

Operating
Leases

 

 

Finance
Leases

 

2025

 

$

670

 

 

$

48

 

2026

 

 

481

 

 

 

—

 

2027

 

 

199

 

 

 

—

 

2028

 

 

137

 

 

 

—

 

2029

 

398

 

 

 

—

 

Thereafter

 

 

72

 

 

 

—

 

Gross lease liabilities

 

 

1,958

 

 

 

48

 

Less: imputed interest

 

 

(398

)

 

 

(1

)

Present value of lease liabilities

 

$

1,560

 

 

$

47

 

Less: Current portion of lease liabilities

 

 

(563

)

 

 

(47

)

Total lease liabilities, net of current portion

 

$

997

 

 

$

—

 
v3.24.3
11. LOANS
 12 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
LOANS

12. LOANS

As of September 30, 2024, the Company had a gross balance of loans payable outstanding of $66,120, netted against discount on the loans payable of $163. Total principal payments on loans during the years ended September 30, 2024 and 2023 was $7,283 and $14,466, respectively. The following table reflects our outstanding loans as of September 30, 2024 and September 30, 2023:

 

 

 

 

 

 

 

Loans Payable Balance, Net
as of September 30,

 

($ in thousands)

 

Maturity Date

 

Rate

 

2024

 

 

2023

 

Coinbase Line of Credit

 

Not specified

 

8.50%

 

$

50,000

 

 

$

—

 

Western Alliance Bank Credit Agreement

 

Aug-29

 

6.75%

 

 

6,839

 

 

 

—

 

Trinity Master Equipment Financing Arrangement

 

Apr-25

 

13.80%

 

 

5,171

 

 

 

11,603

 

Mortgage - Corporate Facility

 

Apr-25

 

10.00%

 

 

1,981

 

 

 

1,950

 

Marquee Funding Partners

 

Aug-26 to Mar-27

 

13.00%

 

 

1,267

 

 

 

1,725

 

Auto & Equipment Loans

 

Jun-26 to Dec-29

 

0.0-11.3%

 

 

699

 

 

 

625

 

Total Loans Payable

 

 

 

 

 

$

65,957

 

 

$

15,903

 

Less: current portion of loans payable

 

 

 

 

 

 

(58,781

)

 

 

(6,992

)

Loans payable, net of current portion

 

 

 

 

 

$

7,176

 

 

$

8,911

 

The following table reflects the principal amount of loan maturities due over the next five years and beyond as of September 30, 2024:

 

($ in thousands)

 

5-Year Loan Maturities

 

Outstanding Loan

 

FY 2025

 

 

FY 2026

 

 

FY 2027

 

 

FY 2028

 

 

FY 2029

 

 

Thereafter

 

 

Total

 

Coinbase Line of Credit

 

$

50,000

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

50,000

 

Western Alliance Bank Credit Agreement

 

 

811

 

 

 

869

 

 

 

930

 

 

 

996

 

 

 

3,327

 

 

 

—

 

 

 

6,933

 

Trinity Master Equipment Financing Arrangement

 

 

5,221

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

5,221

 

Mortgage - Corporate Facility

 

 

2,000

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,000

 

Marquee Funding Partners

 

 

521

 

 

 

592

 

 

 

154

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,267

 

Auto & Equipment Loans

 

 

226

 

 

 

218

 

 

 

128

 

 

 

94

 

 

 

29

 

 

 

4

 

 

 

699

 

Total principal amount of loan payments by fiscal year

 

$

58,779

 

 

$

1,679

 

 

$

1,212

 

 

$

1,090

 

 

$

3,356

 

 

$

4

 

 

$

66,120

 

Unamortized deferred financing costs and discounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(163

)

Total loan book value as of September 30, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

65,957

 

Description of Outstanding Loans

Coinbase Line of Credit and Receivable For Bitcoin Collateral

On August 7, 2024, the Company signed a Master Loan Agreement (the “Master Loan”) with Coinbase Credit, Inc. (the “Lender”) for a line of credit in which the Lender will lend the Company certain digital assets or cash. The Master Loan provided has a credit limit of $50,000. On or prior to a drawdown, the Company is required to pledge collateral, and the Company has opted to pledge bitcoin to be held in a segregated custody account, such that the loan-to-value ratio of principal outstanding of the loan and the fair value of collateral is equal to or less than 64%. If the value of the collateral under the credit facility decreases past a specified margin, the Company may be required to post additional bitcoin as collateral.

The Master Loan includes embedded redemption features, which allows the lender to redeem the security before its maturity date (“redemption feature”). The Master Loan also includes a contingent interest feature that requires additional interest to be paid only if certain conditions are met. One such redemption feature and contingent interest feature is in the event of default, including failure to maintain sufficient collateral, the Lender may liquidate the collateral to satisfy the outstanding loan balance or charge incremental interest at the federal funds rate upon the under-collateralized portion of the loan. The Company assessed the embedded redemption features and the contingent interest feature and determined the features are clearly and closely related to the line of credit and do not require bifurcation. Upon transfer of the bitcoin, the Lender has the exclusive right to sell, pledge and rehypothecate the bitcoin without notice to the Company. Either party can terminate a loan with two days’ notice to the other party. As of the date of this report, no such termination has occurred.

The Company drew $50,000 from the line of credit in August 2024, and concurrently transferred bitcoin to the Lender as collateral at fair value of $78,130. Pursuant to the terms, the line of credit initially bore interest of 9% per annum and has no defined maturity date but is terminable by either the Lender or the Company with notice. During September 2024, the interest rate on the line of credit was adjusted to 8.5% per annum. As of September 30, 2024, the outstanding balance on the Coinbase line of credit was $50,000 at a rate of 8.5% per annum.

Since the Lender has the rights to sell, pledge and rehypothecate the bitcoin during the term of the Master Loan, the Company derecognized the bitcoin transferred as collateral. As the Company has the right to receive the bitcoin back from the Lender upon the repayment of the line of credit, the Company recorded a corresponding Receivable for bitcoin collateral. The Receivable for bitcoin collateral is measured at fair value and changes in fair value are recorded as Change in fair value of bitcoin collateral under the Other Income category. As of September 30, 2024, 1,229 bitcoin was posted as collateral for the line of credit at a total cost basis of $76,444 and a fair value of $77,827.

Western Alliance Bank Credit Agreement

On August 14, 2024, the Company entered into a credit agreement that provides for borrowings under a promissory note with Western Alliance Bank. Pursuant to this agreement, the Company executed a promissory note in the amount of $7,000 in order to finance the purchase of an aircraft for operational use. The aircraft is pledged as collateral for the note. The notes bears a variable interest rate equal to the 30 day Secured Overnight Financing Rate (“SOFR”) plus 3% per annum, payable monthly, and matures on August 14, 2029.

The credit agreement contains financial covenants, including a minimum loan-to-value ratio, a minimum debt service coverage ratio, and a minimum average deposit balance. As of September 30, 2024, the Company was in compliance with all covenants, and no events of default had occurred under the credit agreement.

Concurrently with the credit agreement, on August 14, 2024, the Company entered into a plain vanilla interest rate swap agreement with a counterparty in which the company will pay a fixed rate of 6.75% and receive a variable rate equal to 30 day SOFR plus 3% per annum on the initial notional value of $7,000. This interest rate swap has a maturity date of August 14, 2029. This interest rate swap was not designated as a hedge and is presented within Note 8 - Investments and Derivatives.

Trinity Master Equipment Financing Agreement

On April 22, 2022, the Company entered into a Master Equipment Financing Agreement with Trinity Capital Inc. (the "Trinity"). The Master Equipment Financing Agreement provided for up to $35,000 of borrowings to finance the Company’s acquisition of blockchain computing equipment. The Company received a loan of $20,000 at closing, with the remaining $15,000 fundable upon the Company's request, if requested no later than December 31, 2022, subject to certain customary conditions. The Company did not request the funding and agreed with the Trinity that the related 1% loan commitment fee for the unused portion would be refunded to the Company, which was received in December 2022. The borrowings under the Master Equipment Financing Agreement are collateralized by 3,336 S19j Pro miners, which are located at the Company's College Park, GA and Norcross, GA sites.

The Company recorded an original loan discount of approximately $379, of which $150 was refunded and $76 and $56 was amortized and recorded to interest expense during the years ended September 30, 2024 and 2023, respectively.

Mortgage - Corporate Office

On May 10, 2023, HQLLC completed a refinancing transaction whereby it borrowed a net $1,937 against the equity of the real property purchased in April 2023 that now serves as the Company’s Corporate Office (see Note 9 - Property and Equipment). The loan agreement has a two-year term, 10% interest rate and monthly interest only payments until maturity.

Marquee Funding Partners

In connection with the acquisition of WAHA in August 2022, certain assets were encumbered with mortgages which the Company assumed. The mortgages assumed have a current unpaid principal balance of $1,267, remaining payment terms ranging from 23-29 months and an annual interest rate of 13%. The last mortgage matures on March 1, 2027.

Auto Loans

The Company has entered into various financing arrangements to purchase vehicles and non-miner equipment with combined principal amount of $699 as of September 30, 2024. The loans vary in terms from 12-72 months with annual interest rates ranging from 0.0% - 11.3%. The loans are secured by the purchased vehicles and equipment. During the year ended September 30, 2024, the Company entered into seven separate agreements for the purchase of machinery and equipment and mining equipment with a combined principal of $287, with terms ranging from 12-72 months and interest rates ranging from 0.0%-11.3%. The last auto loan will mature on December 18, 2029.

Western Alliance Equipment Financing Agreement

On August 28, 2024, the Company entered into an equipment financing agreement with Western Alliance Bank for borrowings of up to $1,000 to finance new equipment for operational purposes. The Company can continue to secure equipment with this equipment financing agreement until February 28, 2025. This instrument bears interest at the Floating Wall Street Journal Prime Rate plus 1.00% per annum, calculated on the basis of a 360-day year consisting of twelve (12) consecutive thirty (30)-day months, and will be charged for each day there is an outstanding balance. As of September 30, 2024, the financing agreement had no outstanding balance. The Floating Wall Street Journal Prime Rate was 8.00% at the end of the period, resulting in an interest rate of 9.00% per annum as of September 30, 2024. The financing agreement contains financial covenants, including a minimum loan-to-value ratio, a minimum debt service coverage ratio, and a minimum average deposit balance. As of September 30, 2024, the Company was in compliance with all covenants, and no events of default had occurred under the financing agreement.

SPRE Commercial Group, Inc.

In connection with the acquisition of WAHA, the Company entered into a financing arrangement with the seller. The loan had a term of 12 months with monthly payments of $174 and a stated interest rate of 12%. The loan matured in fiscal year 2023, and no amount is outstanding as of September 30, 2023.

As of September 30, 2024, the weighted average interest rate on all short-term obligations outstanding was approximately 9.0%, and the carrying values of all loans approximate fair values based on the borrowing rates currently available for loans with similar terms and average maturities.
v3.24.3
13. INCOME TAXES
 12 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES

13. INCOME TAXES

The Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.

FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance has been recorded.

Due to the enactment of the Tax Reform Act of 2017, the Company has calculated its federal taxes using an estimated corporate tax rate of 21%. U.S. Tax codes and laws may be subject to further reform or adjustment which may have a material impact to the Company’s deferred tax assets and liabilities.

For the years ended September 30, 2024, 2023 and 2022 the Company's loss from continuing operations before provision for income taxes were as follows:

 

 

 

For the year ended September 30,

 

($ in thousands)

 

2024

 

 

2023

 

 

2022

 

Domestic

 

$

(142,433

)

 

$

(131,303

)

 

$

(40,089

)

Foreign

 

 

—

 

 

 

—

 

 

 

—

 

Loss before income taxes

 

$

(142,433

)

 

$

(131,303

)

 

$

(40,089

)

The components of the provision for income taxes in the years ended September 30, 2024, 2023 and 2022 were as follows:

 

 

 

For the year ended September 30,

 

($ in thousands)

 

2024

 

 

2023

 

 

2022

 

Current:

 

 

 

 

 

 

 

 

 

     Federal

 

$

—

 

 

$

—

 

 

$

—

 

     State

 

 

—

 

 

 

—

 

 

 

—

 

Deferred:

 

 

 

 

 

 

 

 

 

     Federal

 

$

3,344

 

 

$

2,416

 

 

$

—

 

     State

 

 

—

 

 

 

—

 

 

 

—

 

Provision for income taxes

 

$

3,344

 

 

$

2,416

 

 

$

—

 

The effective income tax rate for the periods ended September 30, 2024, 2023 and 2022 as a percentage of pre-tax income is (2.3%), (1.8%) and 0%, respectively. The significant reconciling items between the effective tax rate and the statutory tax rate for the periods ended September 30, 2024, 2023 and 2022 consist of valuation allowance, adjustments to deferred taxes, state taxes, and permanent items. A detailed breakout is provided below:

 

 

 

For the year ended September 30,

 

($ in thousands)

 

2024

 

 

2023

 

 

2022

 

Tax benefit at federal statutory rate

 

$

(29,911

)

 

$

(27,574

)

 

$

(8,417

)

State taxes (net of federal benefit)

 

 

(3,075

)

 

 

5,820

 

 

 

(303

)

162(m) Excess Executive Compensation

 

 

9,806

 

 

 

6,823

 

 

 

—

 

Stock Option (Windfall)/Shortfall

 

 

(2,314

)

 

 

—

 

 

 

—

 

Return to Provision Adjustments

 

 

2,301

 

 

 

29

 

 

 

—

 

Deferred Only Adjustments

 

 

15,445

 

 

 

745

 

 

 

4,408

 

Discontinued Operations

 

 

—

 

 

 

—

 

 

 

(3,750

)

Change in Valuation Allowance

 

 

10,299

 

 

 

15,871

 

 

 

6,232

 

Other

 

 

793

 

 

 

702

 

 

 

1,830

 

 

 

$

3,344

 

 

$

2,416

 

 

$

—

 

 

Deferred income taxes are the result of timing differences between GAAP accounting and tax basis of certain assets and liabilities, timing of income and expense recognition of certain items, and tax attributes such at net operating loss carry-forwards. These differences result in deferred tax assets and liabilities, which are recorded in the balance sheet, net of valuation allowance. The Company evaluates the realizability of its deferred tax assets and assesses the need for a valuation allowance on an ongoing basis. In evaluating its deferred tax assets, the Company considers whether it is more likely than not that the deferred income tax assets will be realized. The ultimate realization of deferred tax assets depends upon generating sufficient future taxable income prior to the expiration of the tax attributes. This assessment requires significant judgment.

The significant components of the Company's deferred tax assets and liabilities as of September 30, 2024 and 2023 were as follows:

 

($ in thousands)

 

September 30, 2024

 

 

September 30, 2023

 

Deferred Tax Assets:

 

 

 

 

 

 

     Right of Use - Lease Liability

 

$

340

 

 

$

(140

)

     Charitable Contributions

 

 

98

 

 

 

64

 

     Tax Credits

 

 

200

 

 

 

200

 

     Stock Based Compensation

 

 

113

 

 

 

281

 

     Interest Expense Carryforwards

 

 

—

 

 

 

652

 

     Intangible Assets

 

 

2,926

 

 

 

3,784

 

     Net Operating Loss carryforwards

 

 

77,788

 

 

 

56,708

 

     Other

 

 

1,134

 

 

 

4,085

 

     Gross Deferred Tax Assets

 

$

82,599

 

 

$

65,634

 

Valuation Allowance

 

 

(54,926

)

 

 

(44,627

)

Total deferred tax assets, net of valuation allowance

 

$

27,673

 

 

$

21,007

 

 

 

 

 

 

 

 

Deferred Tax Liabilities

 

 

 

 

 

 

     Right of Use - Lease Asset

 

$

(691

)

 

$

138

 

     Prepaid Expenses

 

 

(927

)

 

 

(636

)

     Change in Fair Value of Digital Currency

 

 

(22,706

)

 

 

—

 

     Other

 

 

(1,070

)

 

 

(1,451

)

     Fixed Assets & Intangible Assets

 

 

(8,040

)

 

 

(21,474

)

Gross Deferred Tax Liabilities

 

$

(33,434

)

 

$

(23,423

)

Net Deferred Tax Liabilities

 

$

(5,761

)

 

$

(2,416

)

For balance sheet presentation, the Company nets non-current deferred tax assets (net of valuation allowance) and liabilities. The following table summarizes the presentation:

 

 

 

September 30, 2024

 

 

September 30, 2023

 

 

 

 

 

 

 

 

Net Non-current Deferred Tax Liabilities

 

$

(5,761

)

 

$

(2,416

)

In accordance with ASC 740, Accounting for Income Taxes, the Company evaluates its deferred income taxes to determine if valuation allowances are required. Pursuant to U.S. income tax accounting standards, companies assess whether valuation allowances should be established against their deferred tax assets based on the consideration of all available evidence using a “more-likely-than-not” standard. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. The Company considers the scheduled reversal of deferred tax liabilities. To fully utilize the net operating loss (“NOL”) carryforward, the Company will need to generate sufficient future taxable income in each respective jurisdiction. Due primarily to the Company’s history of losses, it is more likely than not that all or a portion of its deferred tax assets as of September 30, 2024 will not be realized.

The Company recorded a valuation allowance to offset the DTA that is not considered realizable for the tax year ended September 30, 2024 and September 30, 2023.

 

 

 

As of September 30,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Valuation Allowance

 

$

(54,926

)

 

$

(44,627

)

 

 

 

 

 

 

 

 

As of September 30, 2024, the Company had $332,586 of federal and $146,973 of state net operating loss carryforwards available to reduce future taxable income, of which federal net operating loss carryforwards of $325,943 have an indefinite life. The federal net operating losses will begin to expire on September 30, 2025, while state net operating losses will begin to expire in the year ending September 30, 2036.

The Company's ability to utilize its federal and state net operating loss carryforwards and federal tax credit carryforwards to reduce future taxable income and future taxes, respectively, may be subject to restrictions attributable to equity transactions that may have resulted in a change in ownership as defined by Internal Revenue Code Section 382 ("Section 382") or comparable provisions of state law. Tax attributes that exceed the Section 382 limitation in any year continue to be allowed as carryforwards until they expire and can be used to offset taxable income for years within the carryover period subject to the limitation in each year. Given the Company’s significant U.S. tax attributes, we continuously monitor potential ownership changes under Section 382. During the year, the Company completed a detailed study and determined an ownership change (as defined under Section 382) occurred during the third quarter of 2020, fourth quarter of 2020, and second quarter of 2023, triggering the application of Section 382. We do not currently expect any resulting Section 382 limitations on the use of our tax attributes to have a significant impact on our financial statements.

The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than a 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

The Company records interest and penalties related to unrecognized tax benefits in income tax expense, if applicable. The Company has no liability, interest or penalties for unrecognized tax benefits as of September 30, 2024. The Company does not anticipate the need to record a liability for unrecognized tax benefits within the coming year.

The Company files income tax returns in the U.S. federal and state jurisdictions. The 2020-2023 tax years generally remain subject to examination by the IRS and various state taxing authorities, although the Company is not currently under examination in any jurisdiction.
v3.24.3
14. STOCKHOLDERS' EQUITY
 12 Months Ended
Sep. 30, 2024
Equity [Abstract]  
STOCKHOLDERS EQUITY

14. STOCKHOLDERS’ EQUITY

Overview

As of September 30, 2024, the Company’s authorized capital stock consisted of 300,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.

Under the Certificate of Designation for the Series A Preferred Stock, holders of shares of the Company’s Series A Preferred Stock are entitled to quarterly dividends on 2% of the Company’s earnings before interest, taxes and amortization. The dividends are payable in cash or common stock. The preferred stock dividend for the years ended September 30, 2024, 2023 and 2022 was $3,421, $0 and $336, respectively. The holders of the Series A Preferred Stock will also have a liquidation preference on the stated value of $0.02 per share plus any accumulated but unpaid dividends. The holders are further entitled to have the Company redeem each share of their Series A Preferred Stock for three shares of common stock in the event of a change of control, and they are entitled to vote together with the holders of our common stock on all matters submitted to stockholders at a rate of forty-five (45) votes for each share of Series A Preferred Stock held.

The Company’s Series X Preferred Stock is not entitled to receive any dividends or other distributions of any kind, has voting rights to cast 1,000 votes per share, and is required to vote together with the outstanding shares of common stock and Series A Preferred Stock, as a single class, exclusively with respect to any proposal to increase the number of shares of common stock that the Company is authorized to issue, together with any ancillary, administrative or related matters necessary or advisable in connection with the implementation of such increase. The Series X Preferred Stock will be voted, without action by the holder, on any such proposal in the same proportion as the aggregate votes cast by holders of common stock and Series A Preferred Stock (excluding any shares of common stock and Series A Preferred Stock that are not voted “for” or “against” such proposal for any reason, including, without limitation, any abstentions or broker non-votes). Upon completion of that vote, the Series X Preferred Stock will be redeemed for cash at the aggregate $1 par value. As of September 30, 2024, a total of 1,000,000 Series X Preferred Stock was outstanding.

On October 25, 2024, the Company held a special meeting of stockholders at which its stockholders approved a proposal to amend the Company’s articles of incorporation to effectuate an increase in the number of shares of the Company’s common stock authorized for issuance from 300,000,000 shares to 600,000,000 shares. Each outstanding share of the Company’s Series X Preferred Stock was redeemed for an aggregate of $1 following the announcement of the vote on the authorized stock increase. See Note 19 - Subsequent Events.

Amendments to Articles of Incorporation

In March 2023, the Company's stockholders approved an amendment to the Company's articles of incorporation to increase the number of shares of common stock authorized for issuance from 100,000,000 shares to 300,000,000 shares. On October 25, 2024, the Company’s stockholders approved another amendment to the Company’s articles of incorporation to increase the number of shares of common stock authorized for issuance to 600,000,000.

At The Market Offering Agreement

On June 3, 2021, the Company entered into an At The Market Offering Agreement (the “Original ATM Agreement”) with H.C. Wainwright & Co., LLC (the “Agent”) to create an at-the-market equity program under which the Company may, from time to time, offer and sell shares of its common stock, having an aggregate gross offering price of up to $500,000, to or through the Agent.

On December 14, 2022, the Company entered into Amendment No. 1 to the Original ATM Agreement with the Agent (the “ATM Agreement Amendment” and, together with the Original ATM Agreement, the “ATM Agreement”). Under the ATM Agreement, the Company may, but has no obligation to, issue and sell up to the lesser number of shares (the “Shares”) of the Company’s common stock that does not exceed (a) $500,000 of shares of common stock, exclusive of any amounts previously sold under the Original ATM Agreement, (b) the number of authorized but unissued shares of common stock (less the number of shares of common stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) if applicable, the maximum number or dollar amount of shares of common stock that can be sold without causing the Company or the offering of the Shares to fail to satisfy the eligibility and transaction requirements for use of Form S-3, including General Instruction I.B.6 of Registration Statement on Form S-3, from time to time through the Agent, or to them, as sales agent and/or principal.

On January 5, 2024, the Company entered into a new At The Market Offering Agreement (the “Original 2024 ATM Agreement”) with the Agent to create an at-the-market equity program under which the Company may, but has no obligation to, issue and sell up to the lesser number of shares of the Company’s common stock that does not exceed (a) $500,000 of shares of common stock, or (b) the number of authorized but unissued shares of common stock (less the number of shares of common stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock). In connection with the Company’s entry into the 2024 ATM Agreement, the ATM Agreement was terminated. From the inception of the Original 2024 ATM Agreement through March 31, 2024, the Company issued and sold 34,075,408 shares under the 2024 ATM Agreement for net proceeds of $487,500.

On March 28, 2024, the Company entered into Amendment No. 1 to the At the Market Offering Agreement with the Agent (the “March 2024 ATM Amendment”). Under the March 2024 ATM Amendment, the Company may, but has no obligation to, issue and sell up to the lesser number of shares of the Company’s common stock that does not exceed (a) $800,000 of shares of common stock, or (b) the number of authorized but unissued shares of common stock (less the number of shares of common stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock). From the inception of the March 2024 ATM Amendment through September 30, 2024, the Company issued and sold 44,415,161 shares under the 2024 ATM Agreement for net proceeds of $593,200. As of September 30, 2024, the Company had $191,605 of remaining capacity to issue shares under the March 2024 ATM Amendment. The Company had issued all of the ATM’s remaining capacity through the date of these consolidated financial statements as noted in Note 19 - Subsequent Event.

The Company paid an average of 3% in fees related to all gross proceeds received from the ATM agreements entered into since 2021, collectively, “the ATM offering facility”.

Common stock issuances for the year ended September 30, 2024

The Company issued 106,969,819 shares of common stock through its ATM offering facility, with gross proceeds of $1,253,697 and offering costs of $31,454, resulting in net proceeds of $1,222,243.

The Company issued 5,357,166 shares of common stock in relation to the settlement of restricted stock awards and withheld 1,763,415 shares of common stock of $22,555 for net settlement.

The Company issued 149,293 shares of common stock in connection with the exercise of stock options and warrants. Cash received from such issuance was $752.

Common stock issuances for the year ended September 30, 2023

The Company issued 98,829,525 shares of common stock through its ATM offering facility, with gross proceeds of $395,977 and offering costs of $12,202, resulting in net proceeds of $383,776.

The Company issued 4,483,669 shares of common stock in relation to the settlement of restricted stock awards and withheld 1,397,258 shares of common stock of $5,873 for net settlement.

The Company issued 1,590,175 shares of common stock valued at $4,802 as consideration in connection with business acquisitions.

The Company issued 1,100,890 shares of common stock valued at $2,840 in settlement of the contingent purchase price in connection with the Mawson Transaction.

Common stock returned during the year ended September 30, 2023

The Company had 83,417 shares of common stock returned in connection with the ATL acquisition due to nonsatisfaction of certain milestones.

Common stock issuances for the year ended September 30, 2022

The Company issued 1,002,586 shares of common stock in relation to the settlement of restricted stock awards and stock options and withheld 358,681 shares of common stock of $1,638 for net settlement.

The Company issued 105,423 shares of common stock in relation to the exercise of stock options with proceeds received of $817.

The Company issued 5,238 shares of common stock valued at $60 as compensation for Director services.

The Company issued 8,404 shares of common stock valued at $150 for settlement of contingent consideration related to business acquisition.

The Company issued 17,740,081 shares of common stock through its ATM offering facility, net of offering costs, for net proceeds of $125,048.

Common stock returned during the year ended September 30, 2022

The Company had 232,518 shares of common stock returned to the Company as part of the settlement of contingent consideration and holdbacks related to business acquisitions.
v3.24.3
15. STOCK WARRANTS
 12 Months Ended
Sep. 30, 2024
Stock Warrants  
STOCK WARRANTS

15. STOCK WARRANTS

The following is a summary of stock warrant activity during the years ended September 30, 2024, 2023 and 2022:

 

 

Number of
Warrant
Shares

 

 

Weighted
Average
Exercise
Price ($)

 

Balance, September 30, 2021

 

 

615,554

 

 

$

30.72

 

Warrants expired

 

 

(413,334

)

 

$

39.38

 

Warrants exercised

 

 

—

 

 

$

-

 

Balance, September 30, 2022

 

 

202,220

 

 

$

13.03

 

Warrants expired

 

 

(16,660

)

 

$

8.00

 

Warrants exercised

 

 

—

 

 

$

-

 

Balance, September 30, 2023

 

 

185,560

 

 

$

13.49

 

Warrants expired

 

 

(103,000

)

 

$

18.20

 

Warrants exercised

 

 

(65,000

)

 

$

8.00

 

Balance, September 30, 2024

 

 

17,560

 

 

$

6.12

 

As of September 30, 2024, there were warrants exercisable to purchase 17,560 shares of common stock in the Company and there were no warrants that were unvested. All outstanding warrants contain provisions allowing a cashless exercise at their respective exercise prices.

As of September 30, 2024, 10,000 of the outstanding warrants had a remaining term of 3.9 years and an intrinsic value of $13. The remaining 17,560 of the outstanding warrants do not have expiration dates and have an intrinsic value of $43.

During the fiscal year ended September 30, 2024, there were 65,000 warrants exercised on a cash-less basis, with 42,777 net shares issued. There were no warrants issued for fiscal years ended September 30, 2023 or 2022.
v3.24.3
16. STOCK-BASED COMPENSATION
 12 Months Ended
Sep. 30, 2024
Equity [Abstract]  
STOCK-BASED COMPENSATION

16. STOCK-BASED COMPENSATION

The Company sponsors a stock-based incentive compensation plan known as the 2017 Incentive Plan, as amended, (the “Plan”), with an evergreen provision that allows for the increase of the maximum number of shares of common stock available under the Plan to fifteen percent (15%) of the Company's outstanding shares of common stock.

As of September 30, 2024, prior to giving any effect to the evergreen provision that allows for the increase of shares on October 1, 2024, there were 8,300,575 shares available and authorized for issuance under the Plan. Although the Board is authorized to increase the number of shares in the Plan up to 15% of the Company’s outstanding common shares, as of September 30, 2024 it has not authorized any increased in Plan shares since the Company filed its latest Registration Form on Form S-8 on December 8, 2023.

The Company granted 174, 24,482 and 89,445 non-qualified options pursuant to the Plan during the fiscal years ended September 30, 2024, 2023 and 2022, respectively.

The Company recognized $29,555, $24,142 and $31,466 for the fiscal years ended September 30, 2024, 2023 and 2022, respectively, in stock-based compensation.

STOCK OPTIONS

The following is a summary of stock option activity during the fiscal years ended September 30, 2024, 2023 and 2022:

 

 

Number of
Option Shares

 

 

Weighted Average
Exercise Price ($)

 

Balance, September 30, 2021

 

 

1,547,029

 

 

$

18.35

 

Options granted

 

 

215,750

 

 

$

14.47

 

Options expired

 

 

—

 

 

$

-

 

Options canceled/forfeited

 

 

(238,418

)

 

$

15.40

 

Options exercised

 

 

(105,423

)

 

$

7.43

 

Balance, September 30, 2022

 

 

1,418,938

 

 

$

19.11

 

Options granted

 

 

789,750

 

 

$

5.72

 

Options expired

 

 

(44,600

)

 

$

6.05

 

Options canceled/forfeited

 

 

(193,630

)

 

$

10.77

 

Options exercised

 

 

—

 

 

$

-

 

Balance, September 30, 2023

 

 

1,970,458

 

 

$

14.86

 

Options granted

 

 

611,823

 

 

$

14.70

 

Options expired

 

 

(93,057

)

 

$

9.38

 

Options forfeited

 

 

(97,246

)

 

$

8.71

 

Options exercised

 

 

(106,516

)

 

$

7.07

 

Balance, September 30, 2024

 

 

2,285,462

 

 

$

15.58

 

As of September 30, 2024, there were options exercisable to purchase 1,394,604 shares of common stock in the Company and 890,858 unvested options outstanding that cannot be exercised until vesting conditions are met. As of September 30, 2024, the outstanding options have a weighted average remaining term of 7.55 years and an aggregate intrinsic value of $2,453. Forfeitures of options are recognized as they occur.

Option activity for the year ended September 30, 2024

During the year ended September 30, 2024, 106,516 stock options were exercised for net cash proceeds to the Company of $752.

For the year ended September 30, 2024, the Company also granted 611,823 options to purchase shares of common stock to employees with a total fair value of $8,030.

Option activity for the year ended September 30, 2023

During the year ended September 30, 2023, no stock options were exercised.

For the year ended September 30, 2023, the Company also granted 789,750 options to purchase shares of common stock to employees with a total fair value of $4,513.

Option activity for the year ended September 30, 2022

During the year ended September 30, 2022, a total of 105,423 shares of the Company’s common stock were issued in connection with the exercise of common stock options at exercise prices ranging from $4.65 to $15.10, for net proceeds of $817.

For the year ended September 30, 2022, the Company also granted to employees 215,750 options with a total fair value of $3,121 to purchase shares of common stock.

Fair value for stock options is determined using the Black-Scholes option model. The Black-Scholes model utilized the following inputs to value the options granted during years ended September 30, 2024, 2023 and 2022:

 

 

 

For the year ended September 30,

Fair value assumptions Options:

 

2024

 

2023

 

2022

Risk free interest rate

 

3.46% - 4.82%

 

2.65% - 4.44%

 

1.04% - 3.65%

Expected term (years)

 

5.8 - 6.2

 

5.06 - 5.85

 

4.99 - 7.35

Expected volatility

 

122.1% - 176.0%

 

157.1% - 194.9%

 

187.2% - 533.0%

Expected dividends

 

0%

 

0%

 

0%

 

As of September 30, 2024, the Company expects to recognize $8,503 of stock-based compensation for the non-vested outstanding options over a weighted-average period of 2.39 years.

RESTRICTED STOCK UNITS

The Company grants RSUs that contain either a) service conditions, b) performance conditions, or c) market performance conditions. RSUs containing service conditions vest monthly, quarterly or annually. RSUs containing performance conditions generally vest over 1 year, and the number of shares earned depends on the achievement of predetermined Company metrics and may also include a service condition. RSUs that contain market conditions will vest based on the terms of the agreement and generally are either 1 year or over the employee's term of employment.

The Company recognizes the expense equal to the total fair value of the RSUs on the grant date. The time-based RSUs granted were valued equal to the stock price on the grant date and the value of market-based and performance based RSUs were valued utilizing the Monte-Carlo valuation model. The expense is recognized ratably over the requisite service period and forfeitures are recognized as they occur.

The following table summarizes the activity for all RSUs during the fiscal years ended September 30, 2024, 2023 and 2022:

 

 

Number of
Shares

 

 

Weighted
Average
Fair Value
Per Share

 

 

Aggregate
Intrinsic Value

 

Outstanding at October 1, 2021

 

 

10,995

 

 

$

27.73

 

 

$

—

 

Granted

 

 

7,306,250

 

 

 

7.18

 

 

 

 

Vested

 

 

(1,757,938

)

 

 

13.37

 

 

 

 

Forfeited

 

 

(110,759

)

 

 

15.27

 

 

 

 

Outstanding at September 30, 2022

 

 

5,448,548

 

 

$

4.93

 

 

$

17,326

 

Granted

 

 

3,880,552

 

 

 

3.65

 

 

 

 

Vested

 

 

(3,813,617

)

 

 

4.58

 

 

 

 

Cancelled

 

 

(40,000

)

 

 

-

 

 

 

 

Forfeited

 

 

(4,048

)

 

 

29.34

 

 

 

 

Outstanding at September 30, 2023

 

 

5,471,435

 

 

$

4.18

 

 

$

20,846

 

Granted

 

 

1,493,556

 

 

 

9.67

 

 

 

 

Vested

 

 

(5,268,276

)

 

 

4.66

 

 

 

 

Forfeited

 

 

(22,504

)

 

 

5.81

 

 

 

 

Outstanding at September 30, 2024

 

 

1,674,211

 

 

$

7.56

 

 

$

12,649

 

During the year ended September 30, 2024, the Company granted 1,493,556 RSUs to employees, all of which were time-based RSUs.

During the year ended September 30, 2023, the Company granted 3,880,552 RSUs, which consisted of 360,552 time-based RSUs and 60,000 performance-based RSUs (of which 40,000 market-based awards were exchanged and reflected in the table above as cancelled). Additionally, on September 29, 2023, the Compensation Committee granted 3,460,000 market-based restricted stock units to senior leadership of the Company. The market-based awards vest 33% each tranche based upon the Company's stock price reaching 200%, 300% and 400% of the stock price on the date of grant. Each tranche vested upon the target stock price being met for at least 10 of 20 consecutive trading days and the awards were not dependent on a defined service period. The total fair value of the award was approximately $13,160 and all the market-based awards were vested, expensed and issued through March 2024.

During the year ended September 30, 2022, the Company granted 7,306,250 restricted stock awards. Certain of the awards were issued in the first quarter of fiscal year 2022 comprised of 120,000 service condition based awards, 146,250 that were performance condition-based awards, and 910,000 that were market condition-based awards. The market condition based RSUs consisted of 60,000 units that were perpetual in nature, and therefore, were given a derived service period of 5 years. The remaining 810,000 RSUs had a stated service period of 1 year.

In the fourth quarter of fiscal year 2022, on September 12, 2022, the Compensation Committee granted additional grants as follows:

(1) 2,565,000 service condition based RSUs which vest over a 3-year period beginning on the grant date;

(2) 2,565,000 performance based RSUs, of which, 2,381,781 vested in fiscal year 2023; and

(3) 760,000 restricted stock units, which vested in March 2023 when approved by our stockholders.

The Compensation Committee also modified previously issued awards from the first quarter of fiscal year 2022 as follows:

(1) granted immediate vesting of the 810,000 market based awards; and

(2) modified the market condition based 60,000 units that were perpetual in nature, and 10,000 unvested service condition RSUs, which were replaced with

(a) 120,000 service condition-based RSUs that vest over a 3-year period, and

(b) 120,000 performance-based RSUs, of which $111,429 vested in fiscal year 2023.

The fair value of the market based RSUs were determined using the Monte Carlo simulation and the inputs of market-based RSUs for each of the fiscal years in which market-based RSUs were issued were as follows:

 

Fair value assumptions - Market-based RSUs granted:

 

September 30, 2023

 

September 30, 2022

 

Risk free interest rate

 

4.59%

 

0.14% - 1.26%

 

Expected term (years)

 

10.00

 

1.00 - 5.00

 

Expected volatility

 

129.70%

 

111.37% - 172.18%

 

Cost of equity

 

21.55%

 

20.00% - 21.00%

 

As of September 30, 2024, the Company had approximately $12,412 in unrecognized compensation cost related to restricted stock unit awards that will be recognized over a weighted average period of 2.22 years.

The Company recognized stock-based compensation expenses related to restricted stock units, of $23,992, $17,720 and $23,661 for the fiscal years ended 2024, 2023 and 2022, respectively.
v3.24.3
16. MAJOR CUSTOMERS AND VENDORS
 12 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Major Customers and Vendors

17. MAJOR CUSTOMERS AND VENDORS

The Company had one mining pool operator (Foundry Digital) during the fiscal years ended September 30, 2024, 2023 and 2022.

 

The Company had the following significant suppliers of mining equipment, with the percentage based on purchase amounts.

 

 

For the Year Ended September 30,

 

 

2024

 

 

2023

 

 

2022

 

Bitmain Technologies

 

 

100

%

 

 

75

%

 

 

12

%

Cryptech Solutions

 

 

0

%

 

 

25

%

 

 

88

%
v3.24.3
17. COMMITMENTS AND CONTINGENCIES
 12 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

18. COMMITMENTS AND CONTINGENCIES

Purchase of modular immersion data centers

The Company entered into a $165,000 contract subject to certain discounts in June 2024 for the purchase and on-site construction and installation of modular immersion data centers. The contract includes two phases for which only phase 1 is a firm commitment to the Company in the amount of $66,000 (before taxes and discounts), for which $30,000 of phase 1 was paid in July 2024 and is included in Deposits on miners and mining equipment in the Consolidated Balance Sheet as of September 30, 2024. The remainder is expected to be paid before the end of the first quarter in the 2025 fiscal year. In August 2024, the Company elected to undertake phase 2 for $99,000 (before taxes and discounts), an advanced payments of approximately 50% are due in November 2024 and the remainder is expected to be paid in installments between December 2024 through April 2024. Upon timely payment of the first installments due for both phase 1 and phase 2, discounts of $3,000 and $4,500, respectively, are applied to the obligation.

Purchase of bitcoin miners

The Company had $115,299 in unrecorded open purchase commitments for miners or mining equipment as of September 30, 2024. These commitments pertain to the purchase transactions with Bitmain Technologies Delaware Limited ("Bitmain Technologies") signed in April 2024 and August 2024 for the purchase of 100,000 S21 Pro bitcoin mining machines for a total purchase price of $374,400 and 26,000 S21 XP Immersion bitcoin mining machines for a total purchase price of $167,700. The Company had made $376,883 in combined payments in relation to these miners. As of September 30, 2024, the Company had $49,918 in Accounts payable in relation to these agreements on the Consolidated Balance Sheets.

Commitments under open construction projects

The Company has open commitments relating to the construction and development of new mining locations and operational facilities of $15,261, which includes $2,888 for the construction of the data center in Clinton, MS.

Contractual future payments

The contractual future payment related to the Company’s leases and loans payable are disclosed in Note 11 - Leases and Note 12 - Loans, respectively, to the Consolidated Financial Statements. The following table sets forth certain information concerning the Company’s unconditional obligations to make contractual future payments towards our agreements as of September 30, 2024 (these amounts are not recorded in the Consolidated Balance Sheets):

 

 ($ in thousands)

 

Fiscal Year 2025

 

 

Fiscal Year 2026

 

 

Fiscal Year 2027

 

 

Fiscal Year 2028

 

 

Fiscal Year 2029

 

 

Thereafter

 

 

Total

 

Contractual obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Modular immersion data centers (net discounts)

 

$

135,000

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

135,000

 

Miners and mining equipment contracts

 

 

115,299

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

115,299

 

Construction in progress

 

 

15,261

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

15,261

 

Tennessee Real Estate (Note 5)

 

 

2,500

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,500

 

Total

 

$

268,060

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

268,060

 

Obligation to return of power deposits

Upon receiving power bills pertaining to the month in which each MIPA (Note 5 - Acquisitions) closed, the Company has an obligation to pay the TN MIPA Seller an amount equal to the deposits the TN MIPA Seller had made to power providers for each location less the portion of power bill covering the power utilized by TN MIPA Seller and any other remedies identified within 10 days. In aggregate, the power providers held $6,012 in power deposits from the TN MIPA Seller.

State Tax Incentives

When the Company enters new jurisdictions, it seeks incentives on taxes including; sales and use taxes, property taxes, employment taxes and income taxes. The Company has been previously successful obtaining such incentives and is currently seeking incentives, which if the Company is unsuccessful may result in a liability of approximately $6,300.

Legal contingencies

In addition to the legal matters disclosed below, the Company may from time to time be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts above management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.

Hasthantra v. CleanSpark, Inc. et al.

On January 20, 2021, Scott Bishins (“Bishins”), individually, and on behalf of all others similarly situated (together, the “Class”), filed a class action complaint in the United States District Court for the Southern District of New York against the Company and certain of its officers, including the Company’s CEO and the Executive Chair (such action, the “Class Action”).

 

On December 2, 2021, the court appointed Bishins and Darshan Hasthantra as lead plaintiffs, and on February 1, 2024, the Court entered a voluntary dismissal on behalf of Bishins.

 

The plaintiffs filed an Amended Complaint on February 28, 2022 alleging that, between December 10, 2020 and August 16, 2021, defendants made material misstatements and omissions in relation to disclosures surrounding the Company’s acquisition of ATL and its anticipated expansion of bitcoin mining operations. The plaintiffs seek certification of the Class, an award of compensatory damages and an award of reasonable costs and expenses incurred by the Class in the litigation.

 

To date, no class has been certified in the Class Action. Discovery is currently proceeding.

 

The Company believes that the claims asserted are without merit and intends to defend against them vigorously. At this time, the Company is unable to estimate potential losses, if any, that may arise.

 

Consolidated Ciceri Derivative Actions

 

On May 26, 2021, Andrea Ciceri (“Ciceri”) filed a shareholder derivative action in the United States District Court for the District of Nevada against officers and directors of the Company, including the Company’s Executive Chair, CEO, former CFO, and certain other members of the Board of Directors. This and other related filings were consolidated by the Court on June 29, 2021 (the “Consolidated Ciceri Action”).

 

The claims asserted in the Consolidated Ciceri Action include breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement and waste of corporate assets. The plaintiffs seek declaratory relief, monetary damages and the imposition of additional corporate governance and internal controls.

 

On June 27, 2023, the Company’s Board of Directors appointed a Special Litigation Committee (“SLC”) comprised of independent directors to intervene in the case, investigate, evaluate and prosecute as appropriate any and all claims asserted in the Consolidated Ciceri Action as well as the Consolidated Smith Action (as defined below). On October 23, 2023, the Consolidated Ciceri Action was stayed to allow the SLC to intervene, investigate and determine an appropriate course of action for the claims alleged, which stay was later extended up to November 30, 2024. On October 16, 2024, the SLC filed a motion to defer to the SLC’s determination that the claims in the Consolidated Ciceri Action should be dismissed. On October 28, 2024, the court ordered the parties’ stipulation wherein the parties agreed to submit a status update to the court by November 30, 2024 and meet and confer regarding a proposed briefing schedule.

 

The Company believes that the claims raised in the Consolidated Ciceri Action are without merit and intends to defend itself vigorously. At this time, the Company is unable to estimate potential losses, if any, related to the Consolidated Ciceri Action.

 

Consolidated Smith Derivative Actions

 

Starting with a February 21, 2023 filing by Brandon Smith, and continuing through March 8, 2023, four shareholder derivative actions were filed in the Eighth Judicial District Court of the State of Nevada in Clark County against officers and directors of the Company, including the Company’s Executive Chair, CEO, former CFO, and certain other members of the Board of Directors. Each of these actions was consolidated in the Eighth Judicial District Court of Nevada in Clark County (the “Consolidated Smith Action”).

 

The claims asserted in the Consolidated Smith Action include breach of fiduciary duties, unjust enrichment and corporate waste. The plaintiffs seek monetary damages, restitution, declaratory relief, litigation costs and the imposition of adequate corporate governance and internal controls.

 

On December 1, 2023, the Court granted the SLC’s motion to intervene and stay the case pending the SLC’s investigation, staying the case through April 6, 2024, which was later extended to November 30, 2024. On October 16, 2024, the SLC filed a motion to defer to the SLC’s determination that the claims in the Consolidated Smith Action should be dismissed. On October 31, 2024, the court ordered the parties’ stipulation, wherein the parties agreed to submit a status update to the court by November 30, 2024, and meet and confer regarding a proposed briefing schedule.

 

The Company believes that the claims raised in the Consolidated Smith Action are without merit and intends to defend itself vigorously against them. At this time, the Company is unable to estimate potential losses, if any, related to the Consolidated Smith Action.
v3.24.3
19. SUBSEQUENT EVENTS
 12 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

19. SUBSEQUENT EVENTS

At-the-Market Equity Issuances

From October 1, 2024 through December 3, 2024, the Company issued 16,619,631 shares under its ATM offering facility resulting in gross proceeds of $191,603 and issuance costs of $4,795.

GRIID Acquisition

On October 30, 2024, the Company completed its acquisition of GRIID pursuant to the GRIID Agreement; see Note 5 - Acquisitions.

Long-Term Incentive Plan and Awards

On October 1, 2024, the Company’s Compensation Committee of Board of Directors (the “Committee”) approved the establishment of the Company’s Long-Term Incentive Program (the “LTIP”) under the Plan and the 2025 LTIP Awards which permits the issuance of RSUs to executive officers and other executives pursuant to the Plan. Awards granted pursuant to the 2025 LTIP are in addition to cash annual bonus awards and annual time-based RSU awards, if any, and are a key element of the Company’s compensation program.

On October 2, 2024, the Committee granted 2025 LTIP Awards to the executive officers and other executives. The value of these awards is based on the Company’s achievement of pre-determined performance metrics, including total growth, uptime, efficiency, and stockholder return. The Company’s performance on these metrics will be evaluated relative to its peer group, expressed as a percentile. This relative performance determines the percentage of granted RSUs that recipients will earn, ranging from 0% to 200% of the awarded amount. If the Company achieves 100% of the target performance, the total RSUs earned would be approximately 4,967,000.

Increase in Authorized Shares of Common Stock

On October 25, 2024, the Company’s stockholders approved an amendment to the Company’s articles of incorporation, which amendment increased the number of shares of common stock authorized for issuance from 300,000,000 shares to 600,000,000 shares. The 1,000,000 outstanding shares of the Company’s Series X Preferred Stock was redeemed for an aggregate of $1 following the announcement of the vote on the authorized stock increase.

Sale of Miners

In October and November 2024, the Company entered into sale and purchase agreements with third party companies and completed sales of miners for approximately $29,000.

Tennessee Acquisitions

On October 11, 2024, the Company paid the TN MIPA Seller $5,605 to close on the acquisition of the final two sites out of the seven sites purchased. On October 21, 2024, the Company closed on the acquisition of the four real estate properties in Tennessee for approximately $2,500.

On October 29, 2024, the Company paid the TN MIPA Seller $5,484 in exchange for utility deposits with power providers of all seven Tennessee locations and such deposits are now held by the Company; see Note 5 - Acquisitions.

Coinmint Colocation Agreement Non-renewal

On October 1, 2024, the Company and Coinmint, LLC mutually agreed to the non-renewal of the Colocation Mining Services Agreement dated July 1, 2021, as amended on March 17, 2022 and May 25, 2023 (the "Agreement"). Under the Agreement, Coinmint, LLC provided colocation services for the Company's bitcoin mining equipment at Coinmint, LLC's facility in Massena, New York. The Agreement is scheduled to expire on January 1, 2025.
v3.24.3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation and Liquidity

Basis of Presentation

The accompanying audited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (the “SEC”).
Principles of Consolidation

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of CleanSpark, Inc. and the Company’s wholly owned subsidiaries, ATL, CleanBlok, CleanSpark DW, LLC, CleanSpark GLP, LLC, CSRE Properties Norcross, LLC, CSRE Property Management Company, LLC, CSRE Properties, LLC, CSRE Properties Washington, LLC, CSRE Properties Sandersville, LLC, CSRE Properties Dalton, LLC, Dalton15, LLC, CleanSpark MS, LLC, CSRE Properties Mississippi, LLC, CSRE Properties Vicksburg, LLC, CSRE Properties Wyoming, LLC, CleanSpark TN, LLC, Tron Merger Sub, Inc., MS Data, LLC, and CleanSpark HQ, LLC. All intercompany transactions have been eliminated upon consolidation of these entities. The Company has a sole reporting segment which is the bitcoin mining segment.

As of June 30, 2022, the Company deemed its energy operations to be discontinued operations due to its strategic shift to strictly focus on its bitcoin mining operations and divest of its energy assets. The disposal groups related to the energy operations are part of the following entities: CleanSpark LLC, CleanSpark Critical Power Systems, Inc., GridFabric, LLC, Solar Watt Solutions, Inc, and CleanSpark II, LLC.
Use of estimates

Use of estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used to review the Company’s goodwill impairment, intangible assets acquired, impairments and estimations of long-lived assets, valuation of derivative assets and liabilities, available-for-sale investments, and the valuations of share based awards. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Revenue from Contracts with Customers - Revenue from Bitcoin Mining

Revenue from Contracts with Customers - Revenue from Bitcoin Mining

The Company participates in a third-party operated mining pool. As a participant in the third-party operated mining pool, the Company provides a service to perform hash calculations for the third-party operated mining pool, which is an output of our ordinary activities. The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers (ASC 606). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

1.
Identify the contract with the customer
2.
Identify the performance obligations in the contract
3.
Determine the transaction price
4.
Allocate the transaction price to the performance obligations in the contract
5.
Recognize revenue when the company satisfies a performance obligation

 

Step 1: The Company has identified the third-party mining pool operator as its customer (the "Customer"). The Company enters into a contract with the Customer to provide its hash calculations to the Customer's mining pool. The contracts are terminable without penalty at any time by either party, and thus the contract term is shorter than a 24-hour period and the contracts are continuously renewed.

Applying the criteria per ASC 606-10-25-1, the contract arises at the point that the Company provides hash calculations to the Customer's mining pool, which is considered contract inception, because Customer consumption is in tandem with delivery of the hash calculations.

Step 2: In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met:

•
The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct); and
•
the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

Based on these criteria, the Company has identified a single performance obligation of providing hash calculations for the mining pool operator. The continuous renewal options do not represent material rights because they do not provide the Customer with the right to purchase additional goods or services at a discount. Specifically, the contract is renewed at the same terms, conditions, and rate as the current contract which is consistent with market rates, and there are no up front or incremental fees in the initial contract. The Company has full control of the mining equipment used in the mining pool, and if the Company determines it will increase or decrease the hashrate calculations of its machines and/or fleet (i.e., for repairs or when power costs are excessive), the hashrate provided to the Customer will correspondingly increase or decrease.

Step 3: The Company receives non-cash consideration in the form of bitcoin, fair value of which the Company measures at 23:59:59 UTC on the date of contract inception using the Company's principal market for bitcoin, Coinbase. The contract renews continuously throughout the day, and thus the value of the consideration should be assessed continuously throughout the day, and the Company has concluded to use the 23:59:59 UTC bitcoin price each day. According to the Customer contract, daily settlements are made to the Company by the Customer based on the hash calculations provided over the contract periods occurring over a 24 hour period and the payout is made the following day. There are no other forms of variable considerations, such as discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties, or other similar items.

The Company earns non-cash consideration based on the Full-Pay-Per-Share (“FPPS”) payout method set forth by the Customer in the form of bitcoin. The amount of bitcoin the Company is entitled to for providing hash calculations to the Customer's mining pool under the FPPS payout method is made up of block rewards and transaction fees less mining pool fees determined as follows:

•
The non-cash consideration calculated as a block reward over the continuously renewed contract periods is based on the total blocks expected to be generated on the Bitcoin Network for the daily 24-hour period beginning midnight UTC and ending 23:59:59 UTC in accordance with the following formula: the hash calculations that the Company provides to the Customer as a percent of the Bitcoin Network’s implied hash calculations as determined by the network difficulty, multiplied by the total Bitcoin Network block rewards expected to be generated for the same period.
•
The non-cash consideration calculated as transaction fees paid by transaction requestors is based on the share of total actual fees paid over the continuously renewed contract periods beginning midnight UTC and ending 23:59:59 UTC in accordance with the following formula: total actual transaction fees generated on the Bitcoin Network during the contract period as a percent of total block rewards the Bitcoin Network actually generated during the same period, multiplied by the block rewards the Company earned for the same period noted above.
•
The sum of the block reward and transaction fees earned by the Company is reduced by mining pool fees charged by the Customer for operating the mining pool based on a rate schedule per the mining pool contract. The mining pool fee is only incurred to the extent the Company performs hash calculations and generates revenue in accordance with the Customer’s payout formula during the continuously renewed contract periods beginning mid-night UTC and ending 23:59:59 UTC daily. The Customer provides services solely for bitcoin mining and the fees charged during the most recent fiscal year end were 0.16% of the total daily bitcoin mined. This amount represents consideration paid to the Customer and is thus reported as a reduction in revenue as the Company does not receive a distinct good or service from the mining pool operator in exchange.

Step 4: There is a single performance obligation (i.e., to provide hash calculations or hashrate to the customer) for the contract; therefore, all consideration from the Customer is allocated to this single performance obligation.

Step 5: The Company’s performance is completed over time as the customer obtains control of the contributed hashrate. The performance obligation of hash calculations is fulfilled over time, as opposed to a point in time, because the Company provides the hash calculations throughout the contract period and the customer simultaneously obtains control of the service and uses it to produce bitcoin.

There are no deferred revenues or other liability obligations recorded by the Company since there are no payments in advance of the performance, and there are no remaining performance obligations after providing hash calculations.

Revenues from Data Center Services

Effective as of September 30, 2023, data center services are no longer provided to external customers. The Company formerly provided data services, such as providing its customers with rack space, power and equipment, and cloud services, such as virtual services, virtual storage and data backup services, generally based on monthly services provided at a defined price included in the contracts. The performance obligations were the services provided to a customer for the month based on the contract. The transaction price was the price agreed with the customer for the monthly services provided and the revenues are recognized monthly based on the services rendered for the month.

The total revenue recognized from data center services included as Other services revenue in the Consolidated Statement of Operations and Comprehensive Loss for the years ended September 30, 2024, 2023 and 2022 was $0, $287 and $525, respectively.
Cost of Revenues

Cost of Revenues

The Company includes energy costs and external co-location mining hosting fees in cost of revenues.
Cash and cash equivalents

Cash and cash equivalents

Cash and cash equivalents include all cash balances and highly liquid investments with an original maturity of three months or less. These investments may include money market funds, certificates of deposit, and other short-term instruments. Temporary cash investments are made with high credit quality financial institutions. At times, such investments in U.S. accounts may exceed Federal Deposit Insurance Corporation ("FDIC") insurance limits.
Restricted cash

Restricted cash

The Company considers cash to be restricted when held in a separate bank account and withdrawal and general use is restricted legally or to restrict a portion cash as collateral for insurance carriers. The Company had restricted cash of $3,056 and $0 as of September 30, 2024 and 2023, respectively, and held in a deposit account that accrues interest. Amounts included in restricted cash represent those required to be set aside by contractual agreements with insurance carriers in relation to utility bonds for various utility companies.
Prepaid expense and other current assets

Prepaid expense and other current assets

The Company records a prepaid expense for costs paid but not yet incurred. Those expected to be incurred within one year are recognized and shown as a short-term pre-paid expense. Any costs expected to be incurred outside of one year would be considered other long-term assets.
Bitcoin

Bitcoin

Bitcoin are included in current assets in the Consolidated Balance Sheets due to the Company’s ability to sell bitcoin in a highly liquid marketplace, and such bitcoin holdings are expected to be realized in cash or sold or consumed during the normal operating cycle of the Company.

As a result of adopting ASC 350-60, Intangibles — Goodwill and Other, ("ASC 350-60") on October 1, 2023, bitcoin is measured at fair value as of each reporting period (see “Recently Issued Accounting Pronouncements below”). The fair value of bitcoin is measured using the period-end closing bitcoin price from its principal market, Coinbase, in accordance with ASC 820, Fair Value Measurement ("ASC 820"). Since bitcoin is traded on a 24-hour period, the Company utilizes the price as of 23:59:59 UTC, which aligns with the Company's revenue recognition cut-off. The changes in bitcoin valuation due to remeasurement in fair value within each reporting period are reflected on the Consolidated Statements of Operations and Comprehensive Loss as "Gain on fair value of bitcoin, net". In accordance with ASC 350-60, the Company discloses realized gains and losses from the sale of bitcoin and such gains and losses are measured as the difference between the cash proceeds and the cost basis of bitcoin as determined on a First In-First Out basis.

Prior to the adoption of ASC 350-60, bitcoin was recorded at cost less impairment and was classified as indefinite-lived intangible assets in accordance with ASC 350, Intangibles — Goodwill and Other ("ASC 350"). Bitcoin was accounted for in connection with the Company’s revenue recognition policy detailed above. An intangible asset with an indefinite useful life was not amortized but was assessed for impairment annually, or more frequently, when events or changes in circumstances occurred indicating that it was more likely than not that the indefinite-lived asset was impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment for periods under the prior accounting guidance, the Company had the option to first perform a qualitative assessment to determine whether it was more likely than not that an impairment exists. If it was determined that it was not more likely than not that an impairment exists, a quantitative impairment test was not necessary. If the Company concluded otherwise, it was required to perform a quantitative impairment test. The Company elected to perform the quantitative impairment test each period rather than first performing the qualitative assessment. Quantitative impairment was measured using the intraday low bitcoin price from its principal market for bitcoin in accordance with ASC 820. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses was not permitted as per ASC 350.

Bitcoin, which is non-cash consideration earned by the Company through its mining activities, is included as a reconciling item as a cash outflow within operating activities on the accompanying Consolidated Statements of Cash Flow. The cash proceeds from the sales of bitcoin are classified based on the holding period in which the bitcoin is held. ASC 350-60 provides guidance on classifying proceeds from bitcoin and concludes that bitcoin converted nearly immediately into cash would qualify as cash flows from operating activities. All other sales would qualify as investing activities. The Company did not hold its bitcoin for extended periods of time, and such sales proceeds prior to the adoption of ASC 350-60 were reported as cash flows from operating activities. Upon adoption of ASC 350-60, the Company evaluates its sales of bitcoin and records bitcoin sold nearly immediately as operating cash flows and the remainder is recorded as investing activities. During fiscal year 2024, all proceeds from bitcoin sales were classified as investing activities.

Receivable for bitcoin collateral

The Receivable for bitcoin collateral represents the bitcoin posted as collateral to lenders who have rights to sell, pledge and re-hypothecate such bitcoin at their sole discretion and for which the lenders have an obligation to return to the Company at the maturity of the loan. The receivable is recorded at fair value and changes in fair value are recorded as “Change in fair value of bitcoin collateral”. The receivable for bitcoin collateral is classified as current. Realized gains on fair value of bitcoin collateral represent the difference between the fair value on the date the bitcoin was posted as collateral and the fair value on the date the bitcoin is returned to the Company. The value and activity involving this asset is discussed in detail alongside the Coinbase line of credit in Note 12 - Loans.

At commencement and throughout the term of the arrangement, the Company considers and accounts for the credit risk associated with the bitcoin receivable collateral in accordance with the principles outlined in ASC 326, Financial Instruments - Credit Losses (“ASC 326”). The Receivable for bitcoin collateral is presented net of any allowance for credit losses.

In estimating the allowance for credit losses, the Company applies the current expected credit loss (“CECL”) model, which requires the measurement of lifetime expected credit losses on financial assets measured at amortized cost. As the Company has no historical experience with similar assets, the allowance is determined using a combination of industry data, peer analysis, and forward-looking information about economic conditions and the creditworthiness of the counterparty. The Company incorporates relevant qualitative factors, such as the nature of the receivable, the characteristics of the counterparty, and any observable market indicators, to assess the expected collectability of the Receivable for bitcoin collateral. The estimation process also includes reasonable and supportable forecasts to account for future economic conditions and any anticipated impact on the receivable. For the years ended September 30, 2024 and September 30, 2023, no amount of allowances for credit losses was deemed necessary.

Investment securities

Investment securities

Investment securities include debt securities and equity securities. Debt securities are classified as available for sale (“AFS”) and are reported as an asset in the Consolidated Balance Sheets at their estimated fair value. As the fair values of AFS debt securities change, the changes are reported net of income tax as an element of other comprehensive income (“OCI”). When AFS debt securities are sold, the unrealized gains or losses are reclassified from OCI to non-interest income. Securities classified as AFS are securities that the Company intends to hold for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as AFS would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Company’s assets and liabilities, liquidity needs, decline in credit quality, and regulatory capital considerations.

Interest income is recognized based on the coupon rate and increased by accretion of discounts earned or decreased by the amortization of premiums paid over the contractual life of the security.

For individual debt securities where the Company either intends to sell the security or more likely than not will not recover all of its amortized cost basis, a credit loss allowance is established, with the credit portion of the impairment recognized in earnings. The allowance is measured as the difference between the security's amortized cost and the present value of expected cash flows, limited to the difference between the amortized cost basis and fair value at the balance sheet date. Interest accruals, as well as amortization and accretion of premiums and discounts, are suspended if it becomes unlikely that the full amount due will be collected Interest received after accruals have been suspended is recognized in income on a cash basis.

The Company held investments in both publicly held and privately held equity securities. However, as described in Note 1, the Company is primarily doing business of in the bitcoin mining sector, and not in the business of investing in securities.

Privately held equity securities are recorded at cost and adjusted for observable transactions for same or similar investments of the issuer (referred to as the measurement alternative) or impairment. All gains and losses on privately held equity securities, realized or unrealized, are recorded through gains or losses on equity securities on the Consolidated Statements of Operations and Comprehensive Loss.

Publicly held equity securities are based on fair value with unrealized gains or losses resulting from changes in fair value reflected as unrealized gains or losses on equity securities in our Consolidated Statements of Operations and Comprehensive Loss.
Concentration Risk

Concentration Risk

At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. The cash balance in excess of the FDIC limits was $2,907 and $28,965 for the periods ended September 30, 2024 and September 30, 2023, respectively. The accounts offered by the custodian of the Company’s bitcoin, which totaled $431,661 and $56,241 as of September 30, 2024 and September 30, 2023, respectively, are not insured by the FDIC. The Company has not experienced any losses in such accounts.

The Company has certain customers and vendors who individually represented 10% or more of the Company’s revenue or capital expenditures. In the fiscal year ended September 30, 2024, revenue is concentrated with one mining pool operator and all bitcoins reside with one custodian. Refer to Note 17 - Major Customers and Vendors.
Leases

Leases

In accordance with ASC 842-Leases, the Company assesses whether an arrangement contains a lease at contract inception. When an arrangement contains a lease, the Company categorizes leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that allow the Company to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in “Fixed Assets, net.” All other leases are categorized as operating leases.

The Company records right-of use ("ROU") assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. As the rate implicit in the Company's leases is not easily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments.

Lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less.

Some leases include multiple year renewal options. The Company’s decision to exercise these renewal options is based on an assessment of its current business needs and market factors at the time of the renewal. Currently, the Company has certain leases for which the option to renew is reasonably certain, and therefore, options to renew were factored into the calculation of its right of use asset and lease liability as of September 30, 2024.

For all classes of underlying assets, the Company has elected to not separate lease from non-lease components.
Stock -based compensation

Stock-based compensation

The Company follows the guidelines in FASB Codification Topic ASC 718-10 Compensation-Stock Compensation, which requires companies to measure the cost of employee and non-employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Stock-based compensation expense for stock options is recognized on a straight-line basis over the requisite service period. The Company may issue compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. The Company determines the grant date fair value of the options using the Black-Scholes option-pricing model. For equity awards granted by the Company that are contingent upon market-based conditions, the Company fair values these awards using the Monte Carlo simulation model. For discussion of accounting for restricted stock units ("RSUs") and performance stock units (“PSUs”), please refer Note 16 – Stock-Based Compensation.
Loss per share

Loss per share

The Company reports loss per share in accordance with FASB ASC 260-10 “Earnings Per Share,” which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share reflects the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. Provided below is the loss per share calculation for the years ended September 30, 2024, 2023 and 2022:

 

 

For the Year
Ended September 30,

 

 ($ in thousands, except share and per share amounts)

 

2024

 

 

2023

 

 

2022

 

Continuing Operations

 

 

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

$

(145,777

)

 

$

(133,719

)

 

$

(40,089

)

Preferred stock dividends

 

 

3,422

 

 

 

—

 

 

 

336

 

Loss from continuing operations attributable to common shareholders

 

$

(149,199

)

 

$

(133,719

)

 

$

(40,425

)

 

 

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

 

216,860,819

 

 

 

102,707,509

 

 

 

42,614,197

 

Weighted-average common shares outstanding, diluted

 

 

216,860,819

 

 

 

102,707,509

 

 

 

42,614,197

 

Loss from continuing operations per common share attributable to common shareholders

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.69

)

 

$

(1.30

)

 

$

(0.95

)

Diluted

 

$

(0.69

)

 

$

(1.30

)

 

$

(0.95

)

 

 

 

 

 

 

 

 

 

Discontinued Operations

 

 

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

 

 

Loss income from discontinued operations

 

$

—

 

 

$

(4,429

)

 

$

(17,237

)

Denominator

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

 

216,860,819

 

 

 

102,707,509

 

 

 

42,614,197

 

Dilutive impact of stock options and other share-based awards

 

 

—

 

 

 

—

 

 

 

—

 

Weighted-average common shares outstanding, diluted

 

 

216,860,819

 

 

 

102,707,509

 

 

 

42,614,197

 

Loss on discontinued operations per common share attributable to common shareholders

 

 

 

 

 

 

 

 

 

Basic

 

$

—

 

 

$

(0.04

)

 

$

(0.40

)

Diluted

 

$

—

 

 

$

(0.04

)

 

$

(0.40

)

The number of shares that were not included in the calculation of net loss per diluted share because to do so would have been anti-dilutive, or for preferred stock, because the conversion contingency associated with the change in control had not occurred, and the contingency was not resolved for the years ended September 30, 2024, 2023 and 2022 are as follows:

 

 

For the Year
Ended September 30,

 

 

 

2024

 

 

2023

 

 

2022

 

Restricted stock awards

 

 

1,383,425

 

 

 

-

 

 

 

5,448,548

 

Stock options

 

 

169,636

 

 

 

11,087

 

 

 

1,418,938

 

Warrants

 

 

12,419

 

 

 

62

 

 

 

202,220

 

Contingently issuable shares

 

 

-

 

 

 

289,549

 

 

 

-

 

Series A preferred stock conversion

 

 

5,250,000

 

 

 

5,250,000

 

 

 

5,250,000

 

Total anti-dilutive shares

 

 

6,815,480

 

 

 

5,550,698

 

 

 

12,319,706

 

 
Property and equipment

Property and equipment

Property and equipment are stated at cost less accumulated depreciation. Construction in progress is the construction or development of assets that have not yet been placed in service for their intended use. Depreciation for machinery and equipment, mining equipment, buildings, furniture and fixtures and leasehold improvements commences once they are ready for their intended use. Leasehold improvements are depreciated on a straight-line basis over the shorter of their estimated useful lives or the terms of the related leases. Land is not depreciated.

Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:

 

 

 

Useful life (years)

Land improvements

 

5 - 15

Building and building improvements

 

Shorter of lease term or 30 years

Leasehold improvements

 

Shorter of lease term or 15 years

Miners

 

3 (1)

Mining equipment

 

3 - 15

Infrastructure asset

 

Shorter of lease term or 15 years

Machinery and equipment

 

3 - 10

Furniture and fixtures

 

1 - 5

 

(1) Effective May 1, 2024, the Company reduced the useful life for miners from five years to three years.

 

 

In accordance with the FASB ASC 360-10, "Property, Plant and Equipment,” the carrying value of property and equipment, and other long-lived assets, is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the year ended September 30, 2024, the Company recorded an impairment expense of approximately $197,000 due to the reduction of the useful life of miners that were removed from service prior to the originally estimated life and due to the subsequent change in salvage value (see Note 9 - Property and Equipment). In connection with property and equipment in the Company’s discontinued operations, an impairment expense in the approximate amount of $32 was recognized in the fiscal year ended September 30, 2022 and included in loss from discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss.
Business Combinations, Intangible Assets and Goodwill

Business Combinations, Intangible Assets and Goodwill

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, Business Combinations, where the total purchase price is allocated to the identified assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The difference between the purchase price, including any contingent consideration, and the fair value of net assets acquired is recorded as goodwill. Contingent consideration transferred is initially recognized at fair value. Contingent consideration classified as a liability or an asset is remeasured to fair value each period until settlement, with changes recognized in profit or loss. Contingent consideration classified as equity is not remeasured. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred.

The Company reviews its indefinite lived intangibles and goodwill for impairment annually or whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed an assessment of indefinite lived intangibles and goodwill for the year end September 30, 2024.

The Company amortizes intangible assets with finite lives over their estimated useful lives as follows:

 

 

Useful life (years)

Websites

 

3

Software

 

5

Strategic contract

 

5

 

During the years ended September 30, 2024, 2023 and 2022, the Company incurred the following impairment losses related to bitcoin and goodwill:

 

 

Years ended September 30,

 

 ($ in thousands)

 

2024

 

 

2023

 

 

2022

 

Impairment of bitcoin

 

$

—

 

 

$

7,163

 

 

$

12,210

 

Impairment of goodwill

 

 

—

 

 

 

—

 

 

 

12,048

 

Total impairment loss

 

$

—

 

 

$

7,163

 

 

$

24,258

 

 

Goodwill Impairment Analysis

In accordance with ASC 350-30-35-18A, an entity may first perform a qualitative assessment to determine whether it is necessary to perform the quantitative impairment test, and has the unconditional option to bypass the qualitative assessment in any period and proceed directly to performing the quantitative analysis. In completing the 2024 annual goodwill impairment analysis, the Company elected to perform a qualitative assessment for its goodwill. For the qualitative assessment, the Company considered the most recent quantitative analysis, which was performed during the fourth quarter of fiscal year 2023, including assumptions used, such as discount rates, indicated fair values, and the amounts by which those fair values exceeded their carrying amounts. Further, the Company compared actual performance in fiscal year 2024 to the internal financial projections used in the prior quantitative analyses.

Additionally, the Company considered various other factors, including macroeconomic conditions, relevant industry and market trends, and factors specific to the Company that could indicate a potential change in the fair value of the reporting units. Lastly, the Company evaluated whether any events have occurred or any circumstances have changed since that time that would indicate that goodwill may have become impaired since the last quantitative tests.

In completing the 2023 and 2022 annual goodwill impairment analysis, the Company elected to perform a quantitative assessment for its goodwill. The assessments involved comparing the carrying value of the entity, including goodwill, to its estimated fair value. In accordance with ASU 2017-04: Intangibles - Goodwill and Other: Simplifying the test for Goodwill Impairment, a goodwill impairment charge is recorded for the amount by which the carrying value unit exceeds the fair value of the reporting unit. In determining the fair value for which the quantitative assessment was performed, the Company engaged a valuation specialist to perform the quantitative impairment analysis. The valuation report included a combination of the market and income approach to test for goodwill impairment. The income approach is a valuation technique under which the Company estimates future cash flows using the financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, revenue is projected and applied to fixed and variable cost experience rates to arrive at the future cash flows. A terminal value was then applied to the projected cash flow stream. Future estimated cash flows were discounted to their present value to calculate the estimated fair value. The discount rate used was the value-weighted average of the Company’s estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value, several factors were estimated, including projected operating results, growth rates, economic conditions, anticipated future cash flows and the discount rate. The market valuation approach evaluated the Company's market value as compared to the net asset balance.

The fiscal year 2024 and 2023 assessments indicated that no impairment of goodwill was necessary.

 

In completing the 2022 annual goodwill impairment analysis, there was a $12,048 impairment recognized. In fiscal 2022, there was a sustained downturn in the price of bitcoin which caused the carrying value of the Company’s goodwill to exceed the fair value.

The following table reflects goodwill activity for the years ended September 30, 2024, 2023 and 2022, respectively:

 

 

 

For the year ended September 30,

 

 ($ in thousands)

 

2024

 

 

2023

 

 

2022

 

 Beginning of year balance

 

$

8,043

 

 

$

—

 

 

$

12,048

 

 Acquisitions

 

 

—

 

 

 

8,043

 

 

 

—

 

 Impairment

 

 

—

 

 

 

—

 

 

 

(12,048

)

 End of year balance

 

$

8,043

 

 

$

8,043

 

 

$

—

 
Fair Value Measurement of financial instruments, derivative asset and contingent consideration

Fair Value Measurement of financial instruments, derivative asset and liability, and contingent consideration

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.

 

Level 1

Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.

Level 2

Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available pricing sources for comparable instruments.

Level 3

Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. Due to the use of significant unobservable inputs, a change in those inputs to a different amount might result in a significantly higher or lower fair value measurement.

The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s Consolidated Balance Sheets on a recurring basis, and their level within the fair value hierarchy as of September 30, 2024 and September 30, 2023:

 

September 30, 2024

 

 ($ in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Cash equivalents(1)

 

$

120,639

 

 

$

120,639

 

 

$

—

 

 

$

—

 

Receivable from bitcoin collateral(2)

 

 

77,827

 

 

 

—

 

 

 

77,827

 

 

 

—

 

Bitcoin

 

 

431,661

 

 

 

431,661

 

 

 

—

 

 

 

—

 

ILAL derivative asset

 

 

1,932

 

 

 

—

 

 

 

—

 

 

 

1,932

 

Investment in debt security

 

 

918

 

 

 

—

 

 

 

—

 

 

 

918

 

Interest rate swap derivative

 

 

(100

)

 

 

—

 

 

 

(100

)

 

 

—

 

Total

 

$

632,877

 

 

$

552,300

 

 

$

77,727

 

 

$

2,850

 

(1) Represents money market funds.

(2) See Note 12 - Loans for more information.

 

September 30, 2023

 

 ($ in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

ILAL derivative asset

 

$

2,697

 

 

$

—

 

 

$

—

 

 

$

2,697

 

Investment in debt security

 

 

726

 

 

 

—

 

 

 

—

 

 

 

726

 

Total

 

$

3,423

 

 

$

—

 

 

$

—

 

 

$

3,423

 

 

There were no transfers between Level 1, 2 or 3 during the years ended September 30, 2024 and 2023.

The activities of the financial instruments that are measured and recorded at fair value on the Company's balance sheets on a recurring basis during years ended September 30, 2024 and 2023 are included in Note 8 - Investments and Derivatives.

Assets and liabilities measured and recorded at fair value on a non-recurring basis

The Company’s non-financial assets, such as goodwill, intangible assets, and property and equipment are adjusted to fair value when an impairment charge is recognized. The Company’s impairment related to its miners held in property and equipment in the year ended September 30, 2024 utilized Level 3 inputs including future bitcoin prices, transaction fees, and the future global hashrate. The Company’s strategic investments are also measured at fair value on a non-recurring basis. Such fair value measurements are based predominantly on Level 3 inputs. The carrying value of the Company’s strategic investments is predominantly adjusted based on internal discounted cash flow models that use available market data of comparable companies and other unobservable inputs including expected volatility, expected time to liquidity, and adjustments for other company-specific developments.

Assets and liabilities not measured and recorded at fair value

The Company’s financial instruments, including certain cash and cash equivalents, restricted cash, accounts receivable, the GRIID note receivable, and loans payable are not measured at fair value. The carrying values of these instruments approximate their fair values due to their liquid or short term nature. The fair value of these financial instruments are based on Level 1 inputs, except for short-term borrowings and loans receivable which would be based on Level 2 and Level 3 inputs, respectively.
Income taxes

Income taxes

The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. The Company recognizes tax liabilities for uncertain tax positions based on management’s estimate of whether it is more likely than not that additional taxes will be required. The Company had no uncertain tax positions as of September 30, 2024 and 2023.

Deferred income taxes are recognized in the consolidated financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from net operating losses, differences in depreciation methods of archived images and property and equipment, stock-based and other compensation, other accrued expenses, and the tax treatment of gains or losses on the value of digital currency. A valuation allowance is established when it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized.

The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S., or the various state jurisdictions, may be materially different from managements estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities. Interest and penalties are included in tax expense.

The Company includes interest and penalties arising from the underpayment of income taxes in the Consolidated Statements of Operations and Comprehensive Loss in the provision for income taxes. As of September 30, 2024 and 2023, the Company had no accrued interest or penalties related to uncertain tax positions.

Income tax expense from operations for the years ended September 30, 2024, 2023 and 2022 was $3,344, $2,416 and $0, respectively, which resulted primarily from maintaining a full valuation allowance against the Company's deferred tax assets.
Segment Reporting

Segment Reporting

The Company determines its operating segments based on how the Chief Operating Decision Maker, the Chief Executive Officer, views and evaluates operations, performance and allocates resources. Since June 30, 2022, the Company's only operating segment is the bitcoin mining business.
Discontinued Operations

Discontinued Operations

The Company deemed its energy operations to be discontinued operations due to its strategic decision to strictly focus on its bitcoin mining operations and divest of the majority of its energy assets.

 

Through its discontinued operations segment, the Company previously provided energy solutions through its wholly-owned subsidiaries CleanSpark LLC, CleanSpark II, LLC, CleanSpark Critical Power Systems, Inc., GridFabric, LLC, and Solar Watt Solutions, Inc. These solutions consisted of engineering, design and software solutions, custom hardware solutions, Open Automated Demand response, solar, energy storage for microgrid and distributed energy systems. The Company has since sold the majority of its assets related to the energy segment, which included software and intellectual property, and inventory. See Note 4 – Discontinued Operations.
Commitments and contingencies

Commitments and Contingencies

The Company is subject to the possibility of various loss contingencies and loss recoveries, such as legal proceedings and claims arising out of its business. The Company considers the likelihood of loss or impairment of an asset, or the incurrence of a liability, as well as the Company’s ability to reasonably estimate the amount of loss, in determining loss contingencies. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. The Company regularly evaluates current information available with its external and internal counsel to determine whether an accrual is required, an accrual should be adjusted or a range of possible loss should be disclosed.
Reclassifications

Reclassifications

Certain prior-year amounts have been reclassified to conform to the current-year presentation. This includes the grouping of certain balance sheet and statement of cash flow items into new or revised categories to improve clarity and consistency with current-year classifications.
Recently issued accounting pronouncements

Recently Issued and Adopted Accounting Pronouncements

On March 21, 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update ("ASU") No. 2024-01, Scope Application of Profits Interest and Similar Awards ("ASU 2024-01"), which clarifies how an entity determines whether a profits interest or similar award is (1) within the scope of ASC 718 - Compensation - Stock Compensation or (2) not a share-based payment arrangement and therefore within the scope of other guidance. The guidance in ASU 2024-01 applies to all entities that issue profits interest awards as compensation to employees or nonemployees in exchange for goods or services. ASU 2024-01 is effective for public business entities for annual periods beginning after December 15, 2024, including interim periods within those periods. The Company is currently evaluating the impact of the adoption of ASU 2024-01 on its consolidated financial statements.

In December 2023, the FASB issued ASC 350-60 which requires entities with certain crypto assets to subsequently measure such assets at fair value, with changes in fair value recorded in net income (loss) in each reporting period. Crypto assets that meet all the following criteria are within the scope of ASC 350-60:

(1)
meet the definition of intangible assets as defined in the Codification;
(2)
do not provide the asset holder with enforceable rights to or claims on underlying goods, services, or other assets;
(3)
are created or reside on a distributed ledger based on blockchain or similar technology;
(4)
are secured through cryptography;
(5)
are fungible; and
(6)
are not created or issued by the reporting entity or its related parties. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets.

Bitcoin, which is the sole crypto asset mined by the Company, meets each of these criteria. For all entities, the ASC 350-60 amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. Early adoption is permitted for both interim and annual consolidated financial statements that have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company has elected to early adopt the new guidance effective October 1, 2023, resulting in a $4,183 cumulative-effect change to adjust the Company's bitcoin held on October 1, 2023 with the corresponding entry to accumulated deficit as of October 1, 2023. The tax effect of the adjustment to record the adoption of ASU 2023-08 was to both decrease the deferred tax asset related to cumulative losses from the fair value adjustments of bitcoin held by the company and decrease the valuation allowance for gross deferred tax assets by the same amount as the adjustment to record the adoption of the ASU.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which established a new income tax disclosure requirement in addition to modifying and eliminating certain existing requirements. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation. Companies must also further disaggregate income taxes paid. Companies are required to apply the guidance to annual periods beginning after December 15, 2024. The Company does not intend to early adopt this standard. The Company is currently evaluating the impact of the adoption of ASU 2023-09 on its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Improvements to Disclosures About Reportable Segments (“ASU 2023-07”), which requires enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The new guidance is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2023-07 on its consolidated financial statements and expects to implement the provision for fiscal year ending September 30, 2025.

In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. The Company adopted the provisions of the accounting pronouncement as of October 1, 2023 and the new standard did not have a material impact on the Company's consolidated financial statements.

In November 2024, the FASB issued Accounting Standards Update ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires public business entities to provide additional disclosures in the notes to financial statements, disaggregating specific expense categories within relevant income statement captions. The prescribed categories include purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization related to oil-and-gas producing activities. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its financial statement disclosures.
v3.24.3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 12 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Schedule of Earnings Per Share Basic and Diluted Provided below is the loss per share calculation for the years ended September 30, 2024, 2023 and 2022:

 

 

For the Year
Ended September 30,

 

 ($ in thousands, except share and per share amounts)

 

2024

 

 

2023

 

 

2022

 

Continuing Operations

 

 

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

$

(145,777

)

 

$

(133,719

)

 

$

(40,089

)

Preferred stock dividends

 

 

3,422

 

 

 

—

 

 

 

336

 

Loss from continuing operations attributable to common shareholders

 

$

(149,199

)

 

$

(133,719

)

 

$

(40,425

)

 

 

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

 

216,860,819

 

 

 

102,707,509

 

 

 

42,614,197

 

Weighted-average common shares outstanding, diluted

 

 

216,860,819

 

 

 

102,707,509

 

 

 

42,614,197

 

Loss from continuing operations per common share attributable to common shareholders

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.69

)

 

$

(1.30

)

 

$

(0.95

)

Diluted

 

$

(0.69

)

 

$

(1.30

)

 

$

(0.95

)

 

 

 

 

 

 

 

 

 

Discontinued Operations

 

 

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

 

 

Loss income from discontinued operations

 

$

—

 

 

$

(4,429

)

 

$

(17,237

)

Denominator

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding, basic

 

 

216,860,819

 

 

 

102,707,509

 

 

 

42,614,197

 

Dilutive impact of stock options and other share-based awards

 

 

—

 

 

 

—

 

 

 

—

 

Weighted-average common shares outstanding, diluted

 

 

216,860,819

 

 

 

102,707,509

 

 

 

42,614,197

 

Loss on discontinued operations per common share attributable to common shareholders

 

 

 

 

 

 

 

 

 

Basic

 

$

—

 

 

$

(0.04

)

 

$

(0.40

)

Diluted

 

$

—

 

 

$

(0.04

)

 

$

(0.40

)
Schedule of Potentially Dilutive Securities

The number of shares that were not included in the calculation of net loss per diluted share because to do so would have been anti-dilutive, or for preferred stock, because the conversion contingency associated with the change in control had not occurred, and the contingency was not resolved for the years ended September 30, 2024, 2023 and 2022 are as follows:

 

 

For the Year
Ended September 30,

 

 

 

2024

 

 

2023

 

 

2022

 

Restricted stock awards

 

 

1,383,425

 

 

 

-

 

 

 

5,448,548

 

Stock options

 

 

169,636

 

 

 

11,087

 

 

 

1,418,938

 

Warrants

 

 

12,419

 

 

 

62

 

 

 

202,220

 

Contingently issuable shares

 

 

-

 

 

 

289,549

 

 

 

-

 

Series A preferred stock conversion

 

 

5,250,000

 

 

 

5,250,000

 

 

 

5,250,000

 

Total anti-dilutive shares

 

 

6,815,480

 

 

 

5,550,698

 

 

 

12,319,706

 

 
Schedule of Estimated Useful Life of Asset

Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:

 

 

 

Useful life (years)

Land improvements

 

5 - 15

Building and building improvements

 

Shorter of lease term or 30 years

Leasehold improvements

 

Shorter of lease term or 15 years

Miners

 

3 (1)

Mining equipment

 

3 - 15

Infrastructure asset

 

Shorter of lease term or 15 years

Machinery and equipment

 

3 - 10

Furniture and fixtures

 

1 - 5

 

(1) Effective May 1, 2024, the Company reduced the useful life for miners from five years to three years.

 
Schedule of Finite Lived Intangible Assets Useful Lives

The Company amortizes intangible assets with finite lives over their estimated useful lives as follows:

 

 

Useful life (years)

Websites

 

3

Software

 

5

Strategic contract

 

5
Schedule of Impairment Loss

During the years ended September 30, 2024, 2023 and 2022, the Company incurred the following impairment losses related to bitcoin and goodwill:

 

 

Years ended September 30,

 

 ($ in thousands)

 

2024

 

 

2023

 

 

2022

 

Impairment of bitcoin

 

$

—

 

 

$

7,163

 

 

$

12,210

 

Impairment of goodwill

 

 

—

 

 

 

—

 

 

 

12,048

 

Total impairment loss

 

$

—

 

 

$

7,163

 

 

$

24,258

 
Schedule of Segment Wise Goodwill Activity

The following table reflects goodwill activity for the years ended September 30, 2024, 2023 and 2022, respectively:

 

 

 

For the year ended September 30,

 

 ($ in thousands)

 

2024

 

 

2023

 

 

2022

 

 Beginning of year balance

 

$

8,043

 

 

$

—

 

 

$

12,048

 

 Acquisitions

 

 

—

 

 

 

8,043

 

 

 

—

 

 Impairment

 

 

—

 

 

 

—

 

 

 

(12,048

)

 End of year balance

 

$

8,043

 

 

$

8,043

 

 

$

—

 
Schedule of Financial Instruments

The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s Consolidated Balance Sheets on a recurring basis, and their level within the fair value hierarchy as of September 30, 2024 and September 30, 2023:

 

September 30, 2024

 

 ($ in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Cash equivalents(1)

 

$

120,639

 

 

$

120,639

 

 

$

—

 

 

$

—

 

Receivable from bitcoin collateral(2)

 

 

77,827

 

 

 

—

 

 

 

77,827

 

 

 

—

 

Bitcoin

 

 

431,661

 

 

 

431,661

 

 

 

—

 

 

 

—

 

ILAL derivative asset

 

 

1,932

 

 

 

—

 

 

 

—

 

 

 

1,932

 

Investment in debt security

 

 

918

 

 

 

—

 

 

 

—

 

 

 

918

 

Interest rate swap derivative

 

 

(100

)

 

 

—

 

 

 

(100

)

 

 

—

 

Total

 

$

632,877

 

 

$

552,300

 

 

$

77,727

 

 

$

2,850

 

(1) Represents money market funds.

(2) See Note 12 - Loans for more information.

 

September 30, 2023

 

 ($ in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

ILAL derivative asset

 

$

2,697

 

 

$

—

 

 

$

—

 

 

$

2,697

 

Investment in debt security

 

 

726

 

 

 

—

 

 

 

—

 

 

 

726

 

Total

 

$

3,423

 

 

$

—

 

 

$

—

 

 

$

3,423

 
v3.24.3
3. REVISIONS TO PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)
 12 Months Ended
Sep. 30, 2024
Prior Period Adjustment [Abstract]  
ScheduleOfErrorCorrectionsAndPriorPeriodAdjustmentsTextBlock

A summary of the corrections to the impacted financial statement line items from our previously issued financial statements are presented below:

 

Consolidated Balance Sheet

 

 

 

As of September 30, 2023

 

($ in thousands)

 

As previously reported

 

 

As revised

 

Deferred income taxes

 

$

857

 

 

$

2,416

 

Total liabilities

 

 

84,351

 

 

 

85,910

 

Accumulated deficit

 

 

(332,643

)

 

 

(334,202

)

Total stockholders' equity

 

 

677,227

 

 

 

675,668

 

 

Consolidated Statement of Operations and Comprehensive Loss

 

 

 

For the year ended September 30, 2023

 

($ in thousands)

 

As previously reported

 

 

As revised

 

Income tax expense

 

$

857

 

 

$

2,416

 

Loss from continuing operations

 

 

(132,160

)

 

 

(133,719

)

Net loss

 

 

(136,589

)

 

 

(138,148

)

Net loss attributable to common shareholders

 

 

(136,589

)

 

 

(138,148

)

Total comprehensive loss attributable to common shareholders

 

 

(136,473

)

 

 

(138,032

)

Loss from continuing operations per common share

 

 

 

 

 

 

Basic

 

$

(1.29

)

 

$

(1.30

)

Diluted

 

$

(1.29

)

 

$

(1.30

)

Consolidated Statements of Cash Flows

 

 

 

For the year ended September 30, 2023

 

 

For the year ended September 30, 2022

 

($ in thousands)

 

As previously reported

 

 

As revised

 

 

As previously reported

 

 

As revised

 

Net loss

 

$

(136,589

)

 

$

(138,148

)

 

 

 

 

 

 

Increase in accounts payable and accrued liabilities

 

 

7,673

 

 

 

13,244

 

 

 

 

 

 

 

(Increase) decrease in prepaid expenses and other current assets

 

 

(5,021

)

 

 

2,555

 

 

$

(3,060

)

 

$

(1,046

)

Increase in deferred income taxes

 

 

857

 

 

 

2,416

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash (used in) provided by operating activities of continuing operations

 

 

(31,720

)

 

 

(18,573

)

 

 

77,806

 

 

 

79,820

 

Net cash (used in) provided by operating activities

 

 

(30,394

)

 

 

(17,247

)

 

 

71,444

 

 

 

73,458

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments of taxes on shares withheld for net settlement of restricted stock units

 

 

—

 

 

 

(5,571

)

 

 

 

 

 

 

Proceeds from equity offerings, net

 

 

383,776

 

 

 

376,200

 

 

 

125,048

 

 

 

123,034

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities of continuing operations

 

 

371,075

 

 

 

357,928

 

 

 

141,960

 

 

 

139,946

 

Net cash provided by financing activities

 

 

371,075

 

 

 

357,928

 

 

 

141,960

 

 

 

139,946

 
For any rows left blank in the tables above, no changes were identified from that prior period.
v3.24.3
4. DISCONTINUED OPERATIONS (Tables)
 12 Months Ended
Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]  
Schedule of Discontinued Operations Provided below are the key areas of the financials that constitute the discontinued operations:

($ in thousands)

 

September 30,
2023

 

ASSETS

 

 

 

Current assets

 

 

 

Accounts receivable, net

 

$

126

 

Inventory

 

 

319

 

Total current assets held for sale

 

$

445

 

 

 

 

 

Total assets held for sale

 

$

445

 

 

 

 

LIABILITIES

 

 

 

Total current liabilities held for sale

 

 

1,175

 

Total liabilities held for sale

 

$

1,175

 

 

 

For the twelve months ended

 

($in thousands)

 

September 30,
2024

 

 

September 30,
2023

 

 

September 30,
2022

 

Total revenues, net

 

$

—

 

 

$

158

 

 

$

9,667

 

 

 

 

 

 

 

 

 

 

Total costs and expenses

 

 

—

 

 

 

6,071

 

 

 

26,901

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

$

—

 

 

$

(5,913

)

 

$

(17,234

)

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Gain on disposal of assets

 

 

—

 

 

 

1,508

 

 

 

—

 

Interest expense

 

 

—

 

 

 

(24

)

 

 

(3

)

Total other income (expense)

 

 

—

 

 

 

1,484

 

 

 

(3

)

 

 

 

 

 

 

 

 

 

Loss before income tax benefit (expense)

 

 

—

 

 

 

(4,429

)

 

 

(17,237

)

Income tax benefit (expense)

 

 

—

 

 

 

—

 

 

 

—

 

Net loss attributable to common shareholders

 

$

—

 

 

$

(4,429

)

 

$

(17,237

)
v3.24.3
5. ACQUISITIONS (Tables)
 12 Months Ended
Sep. 30, 2024
Business Acquisition [Line Items]  
Schedule of Mawson Infrastructure Group Consideration

The Company accounted for this transaction as an acquisition of a business. The fair value of the consideration given to Mawson and the other sellers in connection with the transaction and the allocation of the purchase price in accordance with ASC 820 were as follows:


($ in thousands)

 

Fair Value

 

Cash

 

$

22,518

 

Financing provided by seller

 

 

6,500

 

1,590,175 shares of CLSK common stock

 

 

4,803

 

Total purchase price

 

$

33,821

 

 

 

 

 

Contingent Consideration

 

 

 

Earn-out Shares of CLSK common stock

 

 

3,325

 

Megawatt earnout (up to $2,000 max)

 

 

2,000

 

Total contingent consideration

 

$

5,325

 

 

 

 

 

Total purchase sale agreement consideration-Combined

 

$

39,146

 

 
Tennessee Acquisition [Member]  
Business Acquisition [Line Items]  
Schedule of Purchase Price Allocation

The expected total purchased assets and liabilities upon completion of all MIPAs and RE PSA is presented below as “Expected Total Allocation Including Subsequent Periods” and the allocation of the assets associated with MIPA 1 and MIPA 3 is included in “Allocation as of September 30, 2024” in the table below:

 

($ in thousands)

 

Allocation as of September 30, 2024

 

Expected Incremental Acquisitions In Subsequent Periods

 

Expected Total Allocation Including Subsequent Periods

 

Land

 

$

—

 

$

5,820

 

$

5,820

 

Land improvements

 

 

—

 

 

610

 

 

610

 

Building

 

 

—

 

 

758

 

 

758

 

Infrastructure

 

 

14,897

 

 

5,957

 

 

20,854

 

Right of use assets

 

 

47

 

 

14

 

 

61

 

Operating lease liability

 

 

(344

)

 

(28

)

 

(372

)

Total

 

$

14,600

 

$

13,131

 

$

27,731

 
Mississippi Acquisition [Member]  
Business Acquisition [Line Items]  
Schedule of Purchase Price Allocation

The allocation of the purchase price of the assets acquired are summarized below:

 


($ in thousands)

 

Allocation at
Acquisition
Date

 

Land

 

$

734

 

Construction in progress

 

 

2,286

 

Total

 

$

3,020

 
LN Energy LLC Acquisition [Member]  
Business Acquisition [Line Items]  
Schedule of Purchase Price Allocation

The allocation of the purchase price of the assets acquired and liabilities assumed are summarized below:

 

($ in thousands)

 

Allocation at
Acquisition
Date

 

Building/Improvements

 

$

1,809

 

Infrastructure

 

 

21,818

 

Right of use assets

 

 

2,550

 

Operating lease liability

 

 

(244

)

Total

 

$

25,933

 
Mississippi Locations Acquisition [Member]  
Business Acquisition [Line Items]  
Schedule of Purchase Price Allocation

The allocation of the purchase price of the assets acquired is summarized below:

 

($ in thousands)

 

Allocation at
Acquisition
Date

 

Land

 

$

1,304

 

Building/Improvements

 

 

7,525

 

Infrastructure

 

 

10,942

 

Total

 

$

19,771

 
Dalton 3 Acquisition [Member]  
Business Acquisition [Line Items]  
Schedule of Purchase Price Allocation

The allocation of the purchase price of the assets acquired is summarized below:

Purchase Price Allocation:
($ in thousands)

 

Allocation at
Acquisition
Date

 

Land

 

$

327

 

Building/Improvements

 

 

702

 

Infrastructure

 

 

2,540

 

Total

 

$

3,569

 
Dalton 1 & 2 Acquisition [Member]  
Business Acquisition [Line Items]  
Schedule of Purchase Price Allocation

The allocation of the purchase price of the assets acquired and liabilities assumed are summarized below:

($ in thousands)

 

Allocation at
Acquisition
Date

 

Building

 

$

1,328

 

Infrastructure

 

 

8,061

 

Land lease - right of use asset

 

 

266

 

Operating lease liability

 

 

(266

)

Total

 

$

9,389

 

 
Mawson Infrastructure Group [Member]  
Business Acquisition [Line Items]  
Schedule of Purchase Price Allocation


($ in thousands)

 

Allocation at
Acquisition Date

 

Right of use lease asset

 

$

5,010

 

Lease liability assumed

 

 

(5,100

)

Building

 

 

13,654

 

Infrastructure asset

 

 

4,465

 

Miners

 

 

12,914

 

Machinery and equipment

 

 

160

 

Goodwill

 

 

8,043

 

Total

 

$

39,146

 
v3.24.3
6. BITCOIN (Tables)
 12 Months Ended
Sep. 30, 2024
Common Domain Members [Abstract]  
Schedule of Company's Bitcoin Holdings The following table presents a description of the Company's bitcoin holdings as of September 30, 2024 and 2023:

 

 

 

As of

 

Bitcoin holdings

 

September 30, 2024

 

 

September 30, 2023

 

Number of bitcoin held

 

 

6,819

 

 

 

2,243

 

Cost basis - per bitcoin

 

$

55,408

 

 

$

25,074

 

Fair value - per bitcoin

 

$

63,301

 

 

$

26,961

 

Cost basis of bitcoin (in '000s)

 

$

377,839

 

 

$

56,241

 

Fair value of bitcoin (in '000s)

 

$

431,661

 

 

$

60,424

 
Schedule of Activities of The Bitcoin

The following table presents information based on the activity of bitcoin for the years ended September 30, 2024 and 2023:

 

 

 

 

 

 

 

 

 

 

For the year ended September 30,

 

 ($ in thousands)

 

2024

 

 

2023

 

Balance at beginning of the year

 

$

56,241

 

 

$

11,147

 

Cumulative effect of the adoption of ASC 350-60

 

 

4,183

 

 

 

—

 

Adjusted beginning balance - at fair value

 

$

60,424

 

 

$

11,147

 

Addition of bitcoin from mining activities(1)

 

 

378,968

 

 

 

168,121

 

Bitcoin sold & issued for services and purchase of software

 

 

(44,801

)

 

 

(115,864

)

Bitcoin transferred to collateral account

 

 

(87,895

)

 

 

—

 

Bitcoin received from collateral account

 

 

11,542

 

 

 

—

 

Impairment loss

 

 

—

 

 

 

(7,163

)

Gain on fair value of bitcoin, net

 

 

113,423

 

 

 

—

 

Balance at end of the year

 

$

431,661

 

 

$

56,241

 

(1) Net of mining pool fees as described in Note 2 - Summary of Significant Accounting Policies
v3.24.3
8. INVESTMENTS (Tables)
 12 Months Ended
Sep. 30, 2024
Schedule of Investments [Abstract]  
Summary of Reconciliation of carrying value of all investments

Refer to the table below for a roll forward of assets carried at fair value on a recurring basis that utilize level 3 inputs to determine fair value:

 

 ($ in thousands)

 

Interest Rate
Swap Derivative (1)(3)

 

 

ILAL
Debt
Securities

 

 

ILAL
Derivative
Asset(2)

 

 

ILAL Equity Securities

 

 

LawClerk
Equity
Securities

 

 

Balance as of September 30, 2021

 

$

—

 

 

$

494

 

 

$

4,906

 

 

$

11

 

 

$

250

 

 

Shares sold during the year

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(10

)

 

 

—

 

 

Realized gain on fair value recognized in other income (expense)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1

 

 

 

—

 

 

Unrealized loss recognized in other income (expense)

 

 

—

 

 

 

—

 

 

 

(1,950

)

 

 

(2

)

 

 

—

 

 

Impairment loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

 

 

 

(250

)

 

Unrealized gain on fair value recognized in Other comprehensive income

 

 

—

 

 

 

116

 

 

 

—

 

 

 

—

 

 

 

—

 

 

Balance as of September 30, 2022

 

$

—

 

 

$

610

 

 

$

2,956

 

 

$

—

 

 

$

—

 

 

Unrealized loss recognized in other income (expense)

 

 

—

 

 

 

—

 

 

 

(259

)

 

 

—

 

 

 

—

 

 

Unrealized gain on fair value recognized in Other comprehensive income

 

 

—

 

 

 

116

 

 

 

—

 

 

 

—

 

 

 

—

 

 

Balance as of September 30, 2023

 

$

—

 

 

$

726

 

 

$

2,697

 

 

$

—

 

 

$

—

 

 

Unrealized loss on derivative asset

 

 

(100

)

 

 

—

 

 

 

(865

)

 

 

—

 

 

 

—

 

 

Unrealized gain on fair value recognized in other comprehensive income

 

 

—

 

 

 

192

 

 

 

—

 

 

 

—

 

 

 

—

 

 

Balance as of September 30, 2024

 

$

(100

)

 

$

918

 

 

$

1,832

 

 

$

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) The "Other current liabilities" caption in the Consolidated Balance Sheet includes the Interest Rate Swap Derivative.

(2) The "Derivative investments" caption in the Consolidated Balance Sheet consists of ILAL Derivative Asset.

(3) See Note 12 - Loans
v3.24.3
9. PROPERTY AND EQUIPMENT (Tables)
 12 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment

Property and equipment consist of the following as of September 30, 2024 and September 30, 2023:

 

 ($ in thousands)

 

September 30, 2024

 

 

September 30, 2023

 

Land

 

$

32,190

 

 

$

4,144

 

Land improvements

 

 

5,449

 

 

 

1,564

 

Building and improvements

 

 

76,719

 

 

 

52,198

 

Leasehold improvements

 

 

1,995

 

 

 

672

 

Miners

 

 

1,035,128

 

 

 

527,868

 

Mining equipment

 

 

23,066

 

 

 

18,706

 

Infrastructure

 

 

155,191

 

 

 

45,612

 

Machinery and equipment

 

 

15,061

 

 

 

1,907

 

Furniture and fixtures

 

 

1,706

 

 

 

386

 

Construction in progress

 

 

19,455

 

 

 

81,875

 

Total

 

$

1,365,960

 

 

$

734,932

 

Less: accumulated depreciation

 

 

(496,267

)

 

 

(170,537

)

Property and equipment, net

 

$

869,693

 

 

$

564,395

 
v3.24.3
10. INTANGIBLE ASSETS (Tables)
 12 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets

Intangible assets consisted of the following as of September 30, 2024 and 2023:

 

 

 

September 30, 2024

 

 

September 30, 2023

 

 ($ in thousands)

 

Intangible assets

 

 

Accumulated amortization

 

 

Net intangible assets

 

 

Intangible assets

 

 

Accumulated amortization

 

 

Net intangible assets

 

Software

 

$

981

 

 

$

(230

)

 

$

751

 

 

$

440

 

 

$

(90

)

 

$

350

 

Websites

 

 

15

 

 

 

(13

)

 

 

2

 

 

 

15

 

 

 

(8

)

 

 

7

 

Strategic Contract

 

 

9,800

 

 

 

(7,513

)

 

 

2,287

 

 

 

9,800

 

 

 

(5,554

)

 

 

4,246

 

Total

 

$

10,796

 

 

$

(7,756

)

 

$

3,040

 

 

$

10,255

 

 

$

(5,652

)

 

$

4,603

 
Schedule of Amortization Expense of Intangible Assets

The following table presents the estimated amortization expense based on the Company’s amortizing intangible assets as of September 30, 2024:

 

Fiscal Year

 

 

 

($ in thousands)

 

September 30, 2024

 

2025

 

$

2,158

 

2026

 

 

522

 

2027

 

 

193

 

2028

 

 

117

 

2029

 

 

50

 

Total

 

$

3,040

 
v3.24.3
11. LEASES (Tables)
 12 Months Ended
Sep. 30, 2024
Leases [Abstract]  
Lease costs

The Company's lease costs recognized in the Consolidated Statements of Operations and Comprehensive Loss consist of the following:

 

 

 

For the year ended September 30,

 

($ in thousands)

 

2024

 

 

2023

 

 

2022

 

Operating lease cost (1)

 

$

293

 

 

$

267

 

 

$

113

 

Finance lease cost:

 

 

 

 

 

 

 

 

 

Depreciation expense of financed assets

 

$

123

 

 

$

197

 

 

$

379

 

Interest on lease obligations

 

$

10

 

 

$

33

 

 

$

38

 

Short-term rent expense

 

$

7

 

 

$

—

 

 

$

—

 

(1) Included in general and administrative expenses.

 
Other Lease Information

Other lease information is as follows:

 

 

 

For the year ended September 30,

 

($ in thousands)

 

2024

 

 

2023

 

 

2022

 

Cash paid for amounts included in measurement of lease obligations:

 

 

 

 

 

 

 

 

 

Operating cash outflows from operating leases

 

$

316

 

 

$

274

 

 

$

131

 

Operating cash outflows from finance leases

 

$

10

 

 

$

33

 

 

$

38

 

Financing cash outflows from finance leases

 

$

151

 

 

$

301

 

 

$

519

 
Weighted-average Remaining Lease Terms

 

September 30,
2024

 

 

September 30,
2023

 

Weighted-average remaining lease term - operating leases

 

4.7 years

 

 

3.8 years

 

Weighted-average remaining lease term - finance leases

 

0.3 years

 

 

0.9 years

 

Weighted-average discount rate - operating leases

 

 

8.28

%

 

 

5.40

%

Weighted-average discount rate - finance leases

 

 

9.10

%

 

 

5.50

%
Contractual Maturity of Lease Liability

The following is a schedule of the Company's lease liabilities by contractual maturity as of September 30, 2024:

 

Fiscal Year ($ in thousands)

 

Operating
Leases

 

 

Finance
Leases

 

2025

 

$

670

 

 

$

48

 

2026

 

 

481

 

 

 

—

 

2027

 

 

199

 

 

 

—

 

2028

 

 

137

 

 

 

—

 

2029

 

398

 

 

 

—

 

Thereafter

 

 

72

 

 

 

—

 

Gross lease liabilities

 

 

1,958

 

 

 

48

 

Less: imputed interest

 

 

(398

)

 

 

(1

)

Present value of lease liabilities

 

$

1,560

 

 

$

47

 

Less: Current portion of lease liabilities

 

 

(563

)

 

 

(47

)

Total lease liabilities, net of current portion

 

$

997

 

 

$

—

 
v3.24.3
12. LOANS (Tables)
 12 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Loans Outstanding The following table reflects our outstanding loans as of September 30, 2024 and September 30, 2023:

 

 

 

 

 

 

 

Loans Payable Balance, Net
as of September 30,

 

($ in thousands)

 

Maturity Date

 

Rate

 

2024

 

 

2023

 

Coinbase Line of Credit

 

Not specified

 

8.50%

 

$

50,000

 

 

$

—

 

Western Alliance Bank Credit Agreement

 

Aug-29

 

6.75%

 

 

6,839

 

 

 

—

 

Trinity Master Equipment Financing Arrangement

 

Apr-25

 

13.80%

 

 

5,171

 

 

 

11,603

 

Mortgage - Corporate Facility

 

Apr-25

 

10.00%

 

 

1,981

 

 

 

1,950

 

Marquee Funding Partners

 

Aug-26 to Mar-27

 

13.00%

 

 

1,267

 

 

 

1,725

 

Auto & Equipment Loans

 

Jun-26 to Dec-29

 

0.0-11.3%

 

 

699

 

 

 

625

 

Total Loans Payable

 

 

 

 

 

$

65,957

 

 

$

15,903

 

Less: current portion of loans payable

 

 

 

 

 

 

(58,781

)

 

 

(6,992

)

Loans payable, net of current portion

 

 

 

 

 

$

7,176

 

 

$

8,911

 
Schedule of Principal Amount of Loan Maturities Due Over the Years

The following table reflects the principal amount of loan maturities due over the next five years and beyond as of September 30, 2024:

 

($ in thousands)

 

5-Year Loan Maturities

 

Outstanding Loan

 

FY 2025

 

 

FY 2026

 

 

FY 2027

 

 

FY 2028

 

 

FY 2029

 

 

Thereafter

 

 

Total

 

Coinbase Line of Credit

 

$

50,000

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

50,000

 

Western Alliance Bank Credit Agreement

 

 

811

 

 

 

869

 

 

 

930

 

 

 

996

 

 

 

3,327

 

 

 

—

 

 

 

6,933

 

Trinity Master Equipment Financing Arrangement

 

 

5,221

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

5,221

 

Mortgage - Corporate Facility

 

 

2,000

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,000

 

Marquee Funding Partners

 

 

521

 

 

 

592

 

 

 

154

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,267

 

Auto & Equipment Loans

 

 

226

 

 

 

218

 

 

 

128

 

 

 

94

 

 

 

29

 

 

 

4

 

 

 

699

 

Total principal amount of loan payments by fiscal year

 

$

58,779

 

 

$

1,679

 

 

$

1,212

 

 

$

1,090

 

 

$

3,356

 

 

$

4

 

 

$

66,120

 

Unamortized deferred financing costs and discounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(163

)

Total loan book value as of September 30, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

65,957

 
v3.24.3
13. INCOME TAXES (Tables)
 12 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Schedule of Income (Loss) before Income Taxes

For the years ended September 30, 2024, 2023 and 2022 the Company's loss from continuing operations before provision for income taxes were as follows:

 

 

 

For the year ended September 30,

 

($ in thousands)

 

2024

 

 

2023

 

 

2022

 

Domestic

 

$

(142,433

)

 

$

(131,303

)

 

$

(40,089

)

Foreign

 

 

—

 

 

 

—

 

 

 

—

 

Loss before income taxes

 

$

(142,433

)

 

$

(131,303

)

 

$

(40,089

)
Components of Provision for Income Tax Expense

The components of the provision for income taxes in the years ended September 30, 2024, 2023 and 2022 were as follows:

 

 

 

For the year ended September 30,

 

($ in thousands)

 

2024

 

 

2023

 

 

2022

 

Current:

 

 

 

 

 

 

 

 

 

     Federal

 

$

—

 

 

$

—

 

 

$

—

 

     State

 

 

—

 

 

 

—

 

 

 

—

 

Deferred:

 

 

 

 

 

 

 

 

 

     Federal

 

$

3,344

 

 

$

2,416

 

 

$

—

 

     State

 

 

—

 

 

 

—

 

 

 

—

 

Provision for income taxes

 

$

3,344

 

 

$

2,416

 

 

$

—

 
Statutory U.S federal income tax rate

 

 

 

For the year ended September 30,

 

($ in thousands)

 

2024

 

 

2023

 

 

2022

 

Tax benefit at federal statutory rate

 

$

(29,911

)

 

$

(27,574

)

 

$

(8,417

)

State taxes (net of federal benefit)

 

 

(3,075

)

 

 

5,820

 

 

 

(303

)

162(m) Excess Executive Compensation

 

 

9,806

 

 

 

6,823

 

 

 

—

 

Stock Option (Windfall)/Shortfall

 

 

(2,314

)

 

 

—

 

 

 

—

 

Return to Provision Adjustments

 

 

2,301

 

 

 

29

 

 

 

—

 

Deferred Only Adjustments

 

 

15,445

 

 

 

745

 

 

 

4,408

 

Discontinued Operations

 

 

—

 

 

 

—

 

 

 

(3,750

)

Change in Valuation Allowance

 

 

10,299

 

 

 

15,871

 

 

 

6,232

 

Other

 

 

793

 

 

 

702

 

 

 

1,830

 

 

 

$

3,344

 

 

$

2,416

 

 

$

—

 

 

Deferred income taxes are the result of timing differences between GAAP accounting and tax basis of certain assets and liabilities, timing of income and expense recognition of certain items, and tax attributes such at net operating loss carry-forwards. These differences result in deferred tax assets and liabilities, which are recorded in the balance sheet, net of valuation allowance. The Company evaluates the realizability of its deferred tax assets and assesses the need for a valuation allowance on an ongoing basis. In evaluating its deferred tax assets, the Company considers whether it is more likely than not that the deferred income tax assets will be realized. The ultimate realization of deferred tax assets depends upon generating sufficient future taxable income prior to the expiration of the tax attributes. This assessment requires significant judgment.

Schedule of Deferred Tax Assets and Liabilities

The significant components of the Company's deferred tax assets and liabilities as of September 30, 2024 and 2023 were as follows:

 

($ in thousands)

 

September 30, 2024

 

 

September 30, 2023

 

Deferred Tax Assets:

 

 

 

 

 

 

     Right of Use - Lease Liability

 

$

340

 

 

$

(140

)

     Charitable Contributions

 

 

98

 

 

 

64

 

     Tax Credits

 

 

200

 

 

 

200

 

     Stock Based Compensation

 

 

113

 

 

 

281

 

     Interest Expense Carryforwards

 

 

—

 

 

 

652

 

     Intangible Assets

 

 

2,926

 

 

 

3,784

 

     Net Operating Loss carryforwards

 

 

77,788

 

 

 

56,708

 

     Other

 

 

1,134

 

 

 

4,085

 

     Gross Deferred Tax Assets

 

$

82,599

 

 

$

65,634

 

Valuation Allowance

 

 

(54,926

)

 

 

(44,627

)

Total deferred tax assets, net of valuation allowance

 

$

27,673

 

 

$

21,007

 

 

 

 

 

 

 

 

Deferred Tax Liabilities

 

 

 

 

 

 

     Right of Use - Lease Asset

 

$

(691

)

 

$

138

 

     Prepaid Expenses

 

 

(927

)

 

 

(636

)

     Change in Fair Value of Digital Currency

 

 

(22,706

)

 

 

—

 

     Other

 

 

(1,070

)

 

 

(1,451

)

     Fixed Assets & Intangible Assets

 

 

(8,040

)

 

 

(21,474

)

Gross Deferred Tax Liabilities

 

$

(33,434

)

 

$

(23,423

)

Net Deferred Tax Liabilities

 

$

(5,761

)

 

$

(2,416

)
Schedule of non current deferred tax assets and liabilities table text block

For balance sheet presentation, the Company nets non-current deferred tax assets (net of valuation allowance) and liabilities. The following table summarizes the presentation:

 

 

 

September 30, 2024

 

 

September 30, 2023

 

 

 

 

 

 

 

 

Net Non-current Deferred Tax Liabilities

 

$

(5,761

)

 

$

(2,416

)

In accordance with ASC 740, Accounting for Income Taxes, the Company evaluates its deferred income taxes to determine if valuation allowances are required. Pursuant to U.S. income tax accounting standards, companies assess whether valuation allowances should be established against their deferred tax assets based on the consideration of all available evidence using a “more-likely-than-not” standard. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. The Company considers the scheduled reversal of deferred tax liabilities. To fully utilize the net operating loss (“NOL”) carryforward, the Company will need to generate sufficient future taxable income in each respective jurisdiction. Due primarily to the Company’s history of losses, it is more likely than not that all or a portion of its deferred tax assets as of September 30, 2024 will not be realized.
Schedule of Valuation Allowance

The Company recorded a valuation allowance to offset the DTA that is not considered realizable for the tax year ended September 30, 2024 and September 30, 2023.

 

 

 

As of September 30,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Valuation Allowance

 

$

(54,926

)

 

$

(44,627

)

 

 

 

 

 

 

 
v3.24.3
15. STOCK WARRANTS (Tables)
 12 Months Ended
Sep. 30, 2024
Stock Warrants  
Summary of Stock Warrant Activity

The following is a summary of stock warrant activity during the years ended September 30, 2024, 2023 and 2022:

 

 

Number of
Warrant
Shares

 

 

Weighted
Average
Exercise
Price ($)

 

Balance, September 30, 2021

 

 

615,554

 

 

$

30.72

 

Warrants expired

 

 

(413,334

)

 

$

39.38

 

Warrants exercised

 

 

—

 

 

$

-

 

Balance, September 30, 2022

 

 

202,220

 

 

$

13.03

 

Warrants expired

 

 

(16,660

)

 

$

8.00

 

Warrants exercised

 

 

—

 

 

$

-

 

Balance, September 30, 2023

 

 

185,560

 

 

$

13.49

 

Warrants expired

 

 

(103,000

)

 

$

18.20

 

Warrants exercised

 

 

(65,000

)

 

$

8.00

 

Balance, September 30, 2024

 

 

17,560

 

 

$

6.12

 
v3.24.3
16. STOCK-BASED COMPENSATION (Tables)
 12 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Schedule of Share-Based Payment Arrangement, Option, Activity

The following is a summary of stock option activity during the fiscal years ended September 30, 2024, 2023 and 2022:

 

 

Number of
Option Shares

 

 

Weighted Average
Exercise Price ($)

 

Balance, September 30, 2021

 

 

1,547,029

 

 

$

18.35

 

Options granted

 

 

215,750

 

 

$

14.47

 

Options expired

 

 

—

 

 

$

-

 

Options canceled/forfeited

 

 

(238,418

)

 

$

15.40

 

Options exercised

 

 

(105,423

)

 

$

7.43

 

Balance, September 30, 2022

 

 

1,418,938

 

 

$

19.11

 

Options granted

 

 

789,750

 

 

$

5.72

 

Options expired

 

 

(44,600

)

 

$

6.05

 

Options canceled/forfeited

 

 

(193,630

)

 

$

10.77

 

Options exercised

 

 

—

 

 

$

-

 

Balance, September 30, 2023

 

 

1,970,458

 

 

$

14.86

 

Options granted

 

 

611,823

 

 

$

14.70

 

Options expired

 

 

(93,057

)

 

$

9.38

 

Options forfeited

 

 

(97,246

)

 

$

8.71

 

Options exercised

 

 

(106,516

)

 

$

7.07

 

Balance, September 30, 2024

 

 

2,285,462

 

 

$

15.58

 
Schedule of Share-Based Payment Arrangement, Restricted Stock Unit, Activity

 

 

Number of
Shares

 

 

Weighted
Average
Fair Value
Per Share

 

 

Aggregate
Intrinsic Value

 

Outstanding at October 1, 2021

 

 

10,995

 

 

$

27.73

 

 

$

—

 

Granted

 

 

7,306,250

 

 

 

7.18

 

 

 

 

Vested

 

 

(1,757,938

)

 

 

13.37

 

 

 

 

Forfeited

 

 

(110,759

)

 

 

15.27

 

 

 

 

Outstanding at September 30, 2022

 

 

5,448,548

 

 

$

4.93

 

 

$

17,326

 

Granted

 

 

3,880,552

 

 

 

3.65

 

 

 

 

Vested

 

 

(3,813,617

)

 

 

4.58

 

 

 

 

Cancelled

 

 

(40,000

)

 

 

-

 

 

 

 

Forfeited

 

 

(4,048

)

 

 

29.34

 

 

 

 

Outstanding at September 30, 2023

 

 

5,471,435

 

 

$

4.18

 

 

$

20,846

 

Granted

 

 

1,493,556

 

 

 

9.67

 

 

 

 

Vested

 

 

(5,268,276

)

 

 

4.66

 

 

 

 

Forfeited

 

 

(22,504

)

 

 

5.81

 

 

 

 

Outstanding at September 30, 2024

 

 

1,674,211

 

 

$

7.56

 

 

$

12,649

 
Schedule of Fair Value Assumption Restricted Stock Unit The Black-Scholes model utilized the following inputs to value the options granted during years ended September 30, 2024, 2023 and 2022:

 

 

 

For the year ended September 30,

Fair value assumptions Options:

 

2024

 

2023

 

2022

Risk free interest rate

 

3.46% - 4.82%

 

2.65% - 4.44%

 

1.04% - 3.65%

Expected term (years)

 

5.8 - 6.2

 

5.06 - 5.85

 

4.99 - 7.35

Expected volatility

 

122.1% - 176.0%

 

157.1% - 194.9%

 

187.2% - 533.0%

Expected dividends

 

0%

 

0%

 

0%

 

inputs of market-based RSUs for each of the fiscal years in which market-based RSUs were issued were as follows:

 

Fair value assumptions - Market-based RSUs granted:

 

September 30, 2023

 

September 30, 2022

 

Risk free interest rate

 

4.59%

 

0.14% - 1.26%

 

Expected term (years)

 

10.00

 

1.00 - 5.00

 

Expected volatility

 

129.70%

 

111.37% - 172.18%

 

Cost of equity

 

21.55%

 

20.00% - 21.00%

 
v3.24.3
17. MAJOR CUSTOMERS AND VENDORS (Tables)
 12 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Purchase and Supply Commitment, Excluding Long-Term Commitment [Text Block]

The Company had the following significant suppliers of mining equipment, with the percentage based on purchase amounts.

 

 

For the Year Ended September 30,

 

 

2024

 

 

2023

 

 

2022

 

Bitmain Technologies

 

 

100

%

 

 

75

%

 

 

12

%

Cryptech Solutions

 

 

0

%

 

 

25

%

 

 

88

%
v3.24.3
18. COMMITMENTS AND CONTINGENCIES (Tables)
 12 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Guarantor Obligations [Table Text Block] he following table sets forth certain information concerning the Company’s unconditional obligations to make contractual future payments towards our agreements as of September 30, 2024 (these amounts are not recorded in the Consolidated Balance Sheets):

 

 ($ in thousands)

 

Fiscal Year 2025

 

 

Fiscal Year 2026

 

 

Fiscal Year 2027

 

 

Fiscal Year 2028

 

 

Fiscal Year 2029

 

 

Thereafter

 

 

Total

 

Contractual obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Modular immersion data centers (net discounts)

 

$

135,000

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

135,000

 

Miners and mining equipment contracts

 

 

115,299

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

115,299

 

Construction in progress

 

 

15,261

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

15,261

 

Tennessee Real Estate (Note 5)

 

 

2,500

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,500

 

Total

 

$

268,060

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

268,060

 

Obligation to return of power deposits

Upon receiving power bills pertaining to the month in which each MIPA (Note 5 - Acquisitions) closed, the Company has an obligation to pay the TN MIPA Seller an amount equal to the deposits the TN MIPA Seller had made to power providers for each location less the portion of power bill covering the power utilized by TN MIPA Seller and any other remedies identified within 10 days. In aggregate, the power providers held $6,012 in power deposits from the TN MIPA Seller.

State Tax Incentives

When the Company enters new jurisdictions, it seeks incentives on taxes including; sales and use taxes, property taxes, employment taxes and income taxes. The Company has been previously successful obtaining such incentives and is currently seeking incentives, which if the Company is unsuccessful may result in a liability of approximately $6,300.
v3.24.3
1. ORGANIZATION AND LINE OF BUSINESS (Details Narrative)
 1 Months Ended 12 Months Ended
Sep. 08, 2022
Miners
Oct. 31, 2024
Facility
Sep. 30, 2024
Facility
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Mining Capacity | Miners 6,349    
GA      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Number of facility     9
TN      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Number of facility     2
TN | Subsequent Event [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Number of facility   3  
MS      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Number of facility     3
v3.24.3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Accounting Policies [Abstract]      
Restricted cash - construction escrow account $ 3,056 $ 0 $ 0
v3.24.3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Basic Earnings and Diluted Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Numerator      
Loss from continuing operations $ (145,777) $ (133,719) $ (40,089)
(Loss) income on discontinued operations $ 0 $ (4,429) $ (17,237)
Denominator      
Weighted average common shares outstanding- basic 216,860,819 102,707,509 42,614,197
Weighted average common shares outstanding - diluted 216,860,819 102,707,509 42,614,197
Loss from continuing operations per common share attributable to common shareholders      
Basic $ (0.69) $ (1.3) $ (0.95)
Diluted (0.69) (1.3) (0.95)
Loss on discontinued operations per common share attributable to common shareholders      
Basic 0 (0.04) (0.4)
Diluted $ 0 $ (0.04) $ (0.4)
Continuing Operations [Member]      
Numerator      
Loss from continuing operations $ (145,777) $ (133,719) $ (40,089)
Preferred stock dividends 3,422 0 336
Loss from continuing operations attributable to common shareholders $ (149,199) $ (133,719) $ (40,425)
Denominator      
Weighted average common shares outstanding- basic 216,860,819 102,707,509 42,614,197
Dilutive impact of stock options and other share-based awards 0 0 0
Weighted average common shares outstanding - diluted 216,860,819 102,707,509 42,614,197
Loss from continuing operations per common share attributable to common shareholders      
Basic $ (0.69) $ (1.3) $ (0.95)
Diluted $ (0.69) $ (1.3) $ (0.95)
Discontinued Operations [Member]      
Numerator      
(Loss) income on discontinued operations $ 0 $ (4,429) $ (17,237)
Denominator      
Weighted average common shares outstanding- basic 216,860,819 102,707,509 42,614,197
Weighted average common shares outstanding - diluted 216,860,819 102,707,509 42,614,197
Loss on discontinued operations per common share attributable to common shareholders      
Basic $ 0 $ (0.04) $ (0.4)
Diluted $ 0 $ (0.04) $ (0.4)
v3.24.3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Potentially Dilutive Securities (Details) - shares
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Antidilutive securities excluded from computation of earnings per share 6,815,480 5,550,698 12,319,706
Restricted stock awards [Member]      
Antidilutive securities excluded from computation of earnings per share 1,383,425 0 5,448,548
Stock options [Member]      
Antidilutive securities excluded from computation of earnings per share 169,636 11,087 1,418,938
Warrant [Member]      
Antidilutive securities excluded from computation of earnings per share 12,419 62 202,220
Contingently issuable shares [Member]      
Antidilutive securities excluded from computation of earnings per share 0 289,549 0
Series A Preferred Stock Conversion [Member]      
Antidilutive securities excluded from computation of earnings per share 5,250,000 5,250,000 5,250,000
v3.24.3
2. SUMMARY OF SIGNIFICANT ACCOUNTING ACCOUNTING POLICIES - Useful Life of Property and Equipment (Details)
Sep. 30, 2024
May 01, 2024
Land Improvements [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Useful Life 5 years  
Land Improvements [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Useful Life 15 years  
Building [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Useful Life 30 years  
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Useful Life 15 years  
Miners [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Useful Life 3 years  
Miners [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Useful Life   3 years
Miners [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Useful Life   5 years
Mining Equipment [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Useful Life 3 years  
Mining Equipment [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Useful Life 15 years  
Infrastructure Asset [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Useful Life 15 years  
Machinery and Equipment [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Useful Life 3 years  
Machinery and Equipment [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Useful Life 10 years  
Furniture and Fixtures [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Useful Life 1 year  
Furniture and Fixtures [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Useful Life 5 years  
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Useful Life of Property and Equipment (Parenthetical) (Details) - Minerals [Member]
May 01, 2024
Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 5 years
Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment, Useful Life 3 years
v3.24.3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Impairment Losses (Details) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Accounting Policies [Abstract]      
Impairment of bitcoin $ 0 $ 7,163 $ 12,210
Impairment expense - goodwill 0 0 12,048
Total impairment loss $ 0 $ 7,163 $ 24,258
v3.24.3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment Wise Goodwill Activity (Details) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Goodwill, Beginning of year balance $ 8,043 $ 0 $ 12,048
Acquisitions 0 8,043 0
Impairment 0 0 (12,048)
Goodwill, End of year balance $ 8,043 $ 8,043 $ 0
v3.24.3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Life (Details)
Sep. 30, 2024
Websites [Member]  
Property, Plant and Equipment [Line Items]  
Finite-Lived Intangible Asset, Useful Life 3 years
Software [Member]  
Property, Plant and Equipment [Line Items]  
Finite-Lived Intangible Asset, Useful Life 5 years
Strategic Contract [Member]  
Property, Plant and Equipment [Line Items]  
Finite-Lived Intangible Asset, Useful Life 5 years
v3.24.3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Net Investment Income [Line Items]      
Bitcoin $ 431,661 $ 56,241 $ 11,147
ILAL derivative asset 1,832 2,697  
Amount [Member]      
Net Investment Income [Line Items]      
Cash equivalents [1] 120,639    
Receivable from Bitcoin Collateral [2] 77,827    
Bitcoin 431,661    
ILAL derivative asset 1,932 2,697  
Investment in debt security 918 726  
Interest rate swap derivative (100)    
Total 632,877 3,423  
Level 1      
Net Investment Income [Line Items]      
Cash equivalents [1] 120,639    
Receivable from Bitcoin Collateral [2] 0    
Bitcoin 431,661    
ILAL derivative asset 0 0  
Investment in debt security 0 0  
Interest rate swap derivative 0    
Total 552,300 0  
Level 2      
Net Investment Income [Line Items]      
Cash equivalents [1] 0    
Receivable from Bitcoin Collateral [2] 77,827    
Bitcoin 0    
ILAL derivative asset 0 0  
Investment in debt security 0 0  
Interest rate swap derivative (100)    
Total 77,727 0  
Level 3      
Net Investment Income [Line Items]      
Cash equivalents [1] 0    
Receivable from Bitcoin Collateral [2] 0    
Bitcoin 0    
ILAL derivative asset 1,932 2,697  
Investment in debt security 918 726  
Interest rate swap derivative 0    
Total $ 2,850 $ 3,423  
[1]

(1) Represents money market funds.
[2]

(2) See Note 12 - Loans for more information.
v3.24.3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
$ in Thousands
 1 Months Ended 3 Months Ended 12 Months Ended
Apr. 30, 2024
Sep. 30, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2023
Oct. 01, 2023
Product Information [Line Items]              
Loss from continuing operations     $ (145,777) $ (133,719) $ (40,089)    
Cash used from operations     233,154 18,573 (79,820)    
Cash used from Investing     920,398 334,179 210,981    
NetCashProvidedByUsedInFinancingActivitiesContinuingOperations     1,249,123 357,928 139,946    
Restricted Cash   $ 3,056 3,056 0   $ 0  
Proceeds from sale of bitcoin     43,126 0 0    
Bitcoin Value   431,661 431,661 56,241 11,147    
Revenues     $ 378,968 $ 168,408 $ 131,525    
Antidilutive securities excluded from computation of earnings per share     6,815,480 5,550,698 12,319,706    
Impairment expense - fixed assets         $ 32    
Income tax expense     $ 3,344 $ 2,416 0    
FDIC Indemnification Asset, Period Increase (Decrease)     2,907 28,965      
Asset Impairment Charges $ 189,000 7,800 197,000        
Impairment expense - goodwill     0 0 12,048    
Uncertain tax positions   0 0 0      
Income tax examination, penalties accrued   $ 0 0 0      
Cumulative effect change (fair value)(adoption of ASC 350-60)             $ 4,183
Bitcoin [Member]              
Product Information [Line Items]              
FDIC Indemnification Asset, Period Increase (Decrease)     $ 431,661 56,241      
Revenue from Rights Concentration Risk [Member] | Sales Revenue Net [Member] | Major Customers and Vendors [Member]              
Product Information [Line Items]              
Concentration Risk, Percentage     10.00%        
Data Service Centers [Member]              
Product Information [Line Items]              
Revenues     $ 0 $ 287 $ 525    
v3.24.3
3. REVISIONS TO PREVIOUSLY ISSUED FINANCIAL STATEMENTS - A summary of the corrections to the impacted financial statement line items from previously issued financial statements (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2021
Statement of Financial Position [Abstract]        
Deferred income taxes $ 5,761 $ 2,416    
Total Liabilities 201,821 85,910    
Accumulated deficit (479,218) (334,202)    
Total stockholders' equity 1,760,841 675,668 $ 404,012 $ 305,716
Statement of Comprehensive Income [Abstract]        
Income tax expense 3,344 2,416 0  
Loss from continuing operations (145,777) (133,719) (40,089)  
Net loss (145,777) (138,148) (57,326)  
Net loss attributable to common shareholders (149,199) (138,148) (57,662)  
Total comprehensive loss attributable to common shareholders (149,007) $ (138,032) (57,547)  
Earnings Per Share Basic   $ (1.3)    
Earnings Per Share Diluted   $ (1.3)    
Statement of Cash Flows [Abstract]        
Net Income (Loss) (145,777) $ (138,148) (57,326)  
Increase in accounts payable and accrued liabilities 19,721 13,244 16,040  
(Increase) decrease in prepaid expenses and other current assets   2,555 (1,046)  
Deferred income taxes 3,344 2,416 0  
Net cash (used in) provided by operating activities of continuing operations (233,154) (18,573) 79,820  
Net cash (used in) provided by operating activities (233,662) (17,247) 73,458  
Payments of taxes on shares withheld for net settlement of restricted stock units (5,571) (5,571)    
Proceeds from equity offerings, net   376,200 123,034  
NetCashProvidedByUsedInFinancingActivitiesContinuingOperations 1,249,123 357,928 139,946  
Net cash provided by financing activities $ 1,249,123 357,928 139,946  
Restatement Adjustment [Member]        
Statement of Cash Flows [Abstract]        
(Increase) decrease in prepaid expenses and other current assets   7,576 2,014  
Scenario Previously Reported [Member]        
Statement of Financial Position [Abstract]        
Deferred income taxes   857    
Total Liabilities   84,351    
Accumulated deficit   (332,643)    
Total stockholders' equity   677,227    
Statement of Comprehensive Income [Abstract]        
Income tax expense   857    
Loss from continuing operations   (132,160)    
Net loss   (136,589)    
Net loss attributable to common shareholders   (136,589)    
Total comprehensive loss attributable to common shareholders   $ (136,473)    
Earnings Per Share Basic   $ (1.29)    
Earnings Per Share Diluted   $ (1.29)    
Statement of Cash Flows [Abstract]        
Net Income (Loss)   $ (136,589)    
Increase in accounts payable and accrued liabilities   7,673    
(Increase) decrease in prepaid expenses and other current assets   (5,021) (3,060)  
Deferred income taxes   857    
Net cash (used in) provided by operating activities of continuing operations   (31,720) 77,806  
Net cash (used in) provided by operating activities   (30,394) 71,444  
Payments of taxes on shares withheld for net settlement of restricted stock units      
Proceeds from equity offerings, net   383,776 125,048  
NetCashProvidedByUsedInFinancingActivitiesContinuingOperations   371,075 141,960  
Net cash provided by financing activities   $ 371,075 $ 141,960  
v3.24.3
3. REVISIONS TO PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Additional Information) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Payments of taxes on shares withheld for net settlement of restricted stock units $ 5,571 $ 5,571  
(Increase) decrease in prepaid expenses and other current assets   2,555 $ (1,046)
Previously Reported [Member]      
Payments of taxes on shares withheld for net settlement of restricted stock units    
(Increase) decrease in prepaid expenses and other current assets   (5,021) (3,060)
Restatement Adjustment [Member]      
(Increase) decrease in prepaid expenses and other current assets   $ 7,576 $ 2,014
v3.24.3
3. DISCONTINUED OPERATIONS (Additional Information) (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
Accrued Liability [Member]  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Liabilities $ 546
v3.24.3
3.DISCONTINUED OPERATIONS - Summary of Balance Sheet Disclosure (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Sep. 30, 2023
Current assets    
Accounts receivable, net   $ 126
Inventory   319
Total current assets held for sale $ 0 445
Total assets held for sale   445
Current liabilities    
Total current liabilities held for sale $ 0 1,175
Long-term liabilities    
Total liabilities held for sale   $ 1,175
v3.24.3
4.DISCONTINUED OPERATIONS - Summary of Income Statement (Details) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Revenues, net    
Total revenues, net $ 158 $ 9,667
Costs and expenses    
Total costs and expenses 6,071 26,901
Loss from operations (5,913) (17,234)
Other income (expense)    
Gain on disposal of assets 1,508 0
Interest expense (24) (3)
Total other income (expense) 1,484 (3)
Loss before income tax benefit (expense) (4,429) (17,237)
Income tax benefit (expense) 0 0
Net loss attributable to common shareholders $ (4,429) $ (17,237)
v3.24.3
5. ACQUISITIONS - Schedule of Tennessee Acquisition Purchase Price Allocation (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Sep. 16, 2024
Sep. 10, 2024
Jun. 30, 2024
Apr. 30, 2024
Sep. 30, 2023
Business Acquisition [Line Items]            
Land lease - right of use asset $ 3,263     $ 2,550   $ 688
Operating lease liability (344)     $ (243) $ (122)  
Tennessee Acquisition [Member]            
Business Acquisition [Line Items]            
Land 0   $ 5,820      
Land improvements 0   610      
Building 0   758      
Infrastructure 14,897   20,854      
Land lease - right of use asset 47   61      
Operating lease liability (344)   (372)      
Total $ 14,600 $ 28,103 27,731      
Tennessee Acquisition [Member] | Expected Incremental Acquisitions [Member]            
Business Acquisition [Line Items]            
Land     5,820      
Land improvements     610      
Building     758      
Infrastructure     5,957      
Land lease - right of use asset     14      
Operating lease liability     (28)      
Total     $ 13,131      
v3.24.3
5. ACQUISITIONS - Schedule of Mississippi Acquisition Purchase Price Allocation (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Sep. 16, 2024
Sep. 30, 2023
Business Acquisition [Line Items]      
Construction in progress $ 19,455   $ 81,875
Mississippi Acquisition [Member]      
Business Acquisition [Line Items]      
Land   $ 734  
Construction in progress   2,286  
Total   $ 3,020  
v3.24.3
5. ACQUISITIONS - Schedule of LN Energy LLC Acquisition Purchase Price Allocation (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Jun. 30, 2024
Jun. 17, 2024
Apr. 30, 2024
Sep. 30, 2023
Business Acquisition [Line Items]          
Land lease - right of use asset $ 3,263 $ 2,550     $ 688
Operating lease liability $ (344) $ (243)   $ (122)  
LN Energy LLC Acquisition [Member]          
Business Acquisition [Line Items]          
Building/Improvements     $ 1,809    
Infrastructure     21,818    
Land lease - right of use asset     2,550    
Operating lease liability     (244)    
Total     $ 25,933    
v3.24.3
5. ACQUISITIONS - Schedule of Mississippi Locations Acquisition Purchase Price Allocation (Details) - Mississippi Locations Acquisition [Member]
$ in Thousands
Feb. 26, 2024
USD ($)
Business Acquisition [Line Items]  
Land $ 1,304
Building/Improvements 7,525
Infrastructure 10,942
Total $ 19,771
v3.24.3
5. ACQUISITIONS - Schedule of Dalton 3 Acquisition Purchase Price Allocation (Details) - Dalton 3 Acquisition [Member]
$ in Thousands
Feb. 02, 2024
USD ($)
Business Acquisition [Line Items]  
Land $ 327
Building/Improvements 702
Infrastructure 2,540
Total $ 3,569
v3.24.3
5. ACQUISITIONS - Schedule of Dalton 1 & 2 Acquisition Purchase Price Allocation (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Jun. 30, 2024
Apr. 30, 2024
Sep. 30, 2023
Jun. 21, 2023
Business Acquisition [Line Items]          
Operating lease right of use asset $ 3,263 $ 2,550   $ 688  
Operating lease liability $ 344 $ 243 $ 122    
Dalton 1 & 2 Acquisition [Member]          
Business Acquisition [Line Items]          
Building         $ 1,328
Infrastructure         8,061
Operating lease right of use asset         266
Operating lease liability         266
Total         $ 9,389
v3.24.3
5. ACQUISITIONS - Schedule of Mawson Infrastructure Group Purchase Price Allocation (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Jun. 30, 2024
Sep. 30, 2023
Oct. 08, 2022
Sep. 30, 2022
Sep. 30, 2021
Business Acquisition [Line Items]            
Land lease - right of use asset $ 3,263 $ 2,550 $ 688      
Miners 1,035,128   527,868      
Machinery and equipment 15,061   1,907      
Goodwill $ 8,043   $ 8,043   $ 0 $ 12,048
Mawson Infrastructure Group [Member]            
Business Acquisition [Line Items]            
Land lease - right of use asset       $ 5,010    
Lease liability assumed       (5,100)    
Building       13,654    
Infrastructure asset       4,465    
Miners       12,914    
Machinery and equipment       160    
Goodwill       8,043    
Total       $ 39,146    
v3.24.3
5. ACQUISITIONS - Schedule of Mawson Infrastructure Group Consideration (Details) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Business Acquisition [Line Items]    
1,590,175 shares of CLSK common stock   $ 4,802
Mawson Infrastructure Group [Member]    
Business Acquisition [Line Items]    
Cash $ 22,518  
Financing provided by seller 6,500  
1,590,175 shares of CLSK common stock 4,803  
Total purchase price 33,821  
Contingent Consideration    
Earn-out Shares of CLSK common stock 3,325  
Megawatt earnout (up to $2,000 max) 2,000  
Total contingent consideration 5,325  
Total purchase sale agreement consideration-Combined $ 39,146  
v3.24.3
5. ACQUISITIONS - Schedule of Mawson Infrastructure Group Consideration (Parenthetical) (Details) - Mawson Infrastructure Group [Member]
$ in Thousands
 12 Months Ended
Sep. 30, 2024
USD ($)
shares
Business Acquisition [Line Items]  
Business Acquisition purchase common stocks shares | shares 1,590,175
Maximum [Member]  
Business Acquisition [Line Items]  
Megawatt earnout Contingent Consideration | $ $ 2,000
v3.24.3
5. ACQUISITIONS (Details Narrative)
$ / shares in Units, $ in Thousands
 12 Months Ended
Oct. 30, 2024
USD ($)
$ / shares
shares
Sep. 16, 2024
USD ($)
Sep. 10, 2024
USD ($)
Aug. 02, 2024
USD ($)
Jun. 26, 2024
$ / shares
May 08, 2024
USD ($)
Feb. 02, 2024
USD ($)
Jun. 21, 2023
USD ($)
a
Facility
Sep. 08, 2022
Miners
Sep. 30, 2024
USD ($)
Servers
$ / shares
shares
Sep. 30, 2023
USD ($)
$ / shares
Sep. 11, 2024
USD ($)
Aug. 07, 2024
USD ($)
Jul. 11, 2024
USD ($)
Jun. 17, 2024
USD ($)
Feb. 26, 2024
USD ($)
Jun. 30, 2023
USD ($)
Dec. 31, 2022
USD ($)
Oct. 08, 2022
a
Sep. 30, 2022
$ / shares
Dec. 31, 2021
USD ($)
Sep. 30, 2021
$ / shares
Business Acquisition [Line Items]                                            
Common stock value per share | $ / shares                   $ 0.001 $ 0.001                      
Common stock warrants exercise | $ / shares                   $ 6.12 $ 13.49                 $ 13.03   $ 30.72
MiningCapacity | Miners                 6,349                          
Other long-term asset                   $ 13,331 $ 5,718                      
Contingent liabilities                   6,300               $ 484        
TnMipaSellerMember                                            
Business Acquisition [Line Items]                                            
Direct acquisition costs     $ 231                                      
Assets Acquired Through Acquisition Transactions                   1,250                        
Acquisition payment                   18,376                        
Lease liability assumed     372                                      
Aggregate consideration                     $ 955                      
Contingent cash consideration     27,500                                      
Other long-term asset                   4,731                        
Unit Purchase Agreement [Member]                                            
Business Acquisition [Line Items]                                            
Business Combination, Price of Acquisition, Expected     25,000                                      
GEORGIA | LN Energy Seller [Member]                                            
Business Acquisition [Line Items]                                            
Assets Acquired Through Acquisition Transactions                             $ 25,800              
Dalton 1 & 2 Acquisition [Member]                                            
Business Acquisition [Line Items]                                            
Number of mining facility | Facility               2                            
Assets Acquired Through Acquisition Transactions               $ 9,389                            
Acquisition payment               $ 9,389                            
Area of Land | a               1                            
Dalton 3 Acquisition [Member]                                            
Business Acquisition [Line Items]                                            
Direct acquisition costs             $ 132                              
Assets Acquired Through Acquisition Transactions             3,569                              
Land             327                              
Aggregate consideration             $ 3,435                              
Mississippi Locations Acquisition [Member]                                            
Business Acquisition [Line Items]                                            
Direct acquisition costs                               $ 148            
Assets Acquired Through Acquisition Transactions                               19,771            
Land                               $ 1,304            
LN Energy LLC Acquisition [Member]                                            
Business Acquisition [Line Items]                                            
Assets Acquired Through Acquisition Transactions                             25,933              
LN Energy LLC Acquisition [Member] | GEORGIA                                            
Business Acquisition [Line Items]                                            
Direct acquisition costs                             132              
Assets Acquired Through Acquisition Transactions                             26,177              
Lease liability assumed                             $ 244              
Wyoming Acquisition [Member]                                            
Business Acquisition [Line Items]                                            
Land                   24,640                        
Vesting percentage                     100.00%                      
Business Combination, Price of Acquisition, Expected       $ 1,300                                    
Wyoming Acquisition [Member] | Asset Purchase Agreement [Member]                                            
Business Acquisition [Line Items]                                            
Business Combination, Price of Acquisition, Expected       $ 1,500                                    
Wyoming Acquisition [Member] | Parcel One [Member]                                            
Business Acquisition [Line Items]                                            
Direct acquisition costs                       $ 470                    
Assets Acquired Through Acquisition Transactions                       $ 11,720                    
Aggregate consideration           $ 11,250                                
Wyoming Acquisition [Member] | Parcel Two [Member]                                            
Business Acquisition [Line Items]                                            
Direct acquisition costs                         $ 23 $ 147                
Assets Acquired Through Acquisition Transactions                         $ 1,523 $ 11,397                
Aggregate consideration           $ 11,250                                
Mississippi Acquisition [Member]                                            
Business Acquisition [Line Items]                                            
Direct acquisition costs   $ 129                                        
Assets Acquired Through Acquisition Transactions   3,020                                        
Land   734                                        
Aggregate consideration   2,888                                        
Mawson Property Acquisition [Member]                                            
Business Acquisition [Line Items]                                            
Contingent cash consideration                   $ 13,500                        
Dilutive impact of contingent shares issued for business acquisition | shares                   1,590,175                        
Business acquisition purchase value                   $ 4,803                        
Promissory notes                   6,500                        
Cash payment                   $ 9,018                        
Business acquisition, shares issued | shares                   1,100,890                        
Business acquisition, shares issued, value                   $ 3,325                        
Contingent liabilities                                 $ 0 $ 2,840     $ 3,325  
Mining servers purchased | Servers                   150                        
Earn-out payable                   $ 2,000                        
Recognized gain in change in Fair Value of Contingent Consideration                   2,000                        
Georgia Power Agreement [Member]                                            
Business Acquisition [Line Items]                                            
Area of real property | a                                     16.35      
GRIID Infrastructure Inc [Member]                                            
Business Acquisition [Line Items]                                            
Common stock value per share | $ / shares         $ 0.0001                                  
Business Acquisition Share Price | $ / shares $ 12.06       $ 0.01                                  
Common stock warrants exercise | $ / shares $ 165.24                                          
Vesting percentage         100.00%                                  
Common stock converted into warrants | shares 960,395                                          
Business acquisition, shares issued | shares 5,031,254                                          
Business acquisition, shares issued, value $ 60,600                                          
GRIID Infrastructure Inc [Member] | Clean spark [Member]                                            
Business Acquisition [Line Items]                                            
Common stock value per share | $ / shares         $ 0.001                                  
Weighted average price | $ / shares         $ 16.587                                  
Tennessee Acquisition [Member]                                            
Business Acquisition [Line Items]                                            
Assets Acquired Through Acquisition Transactions   $ 28,103 27,731             14,600                        
Lease liability assumed                   344                        
Land     5,820             $ 0                        
Tennessee Acquisition [Member] | Purchase and Sale Agreement [Member]                                            
Business Acquisition [Line Items]                                            
Assets Acquired Through Acquisition Transactions     27,500                                      
Aggregate consideration     $ 2,500                                      
v3.24.3
6. BITCOIN (Details Narrative) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Common Domain Members [Abstract]    
Total Company Bitcoin $ 6,819 $ 2,243
Total Bitcoin Cost Basis $ 2,243  
Percentage of Bitcoin in Cold Storage 99.00%  
Percentage of Bitcoin in Hot Wallets 1.00%  
Dispositions of bitcoin $ 63,878  
v3.24.3
6. BITCOIN - Company's Bitcoin Holdings (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Sep. 30, 2023
Common Domain Members [Abstract]    
Number of bitcoin held $ 6,819 $ 2,243
Cost basis - per bitcoin 55,408 25,074
Fair value - per bitcoin 63,301 26,961
Cost basis of bitcoin 377,839 56,241
Fair value of bitcoin $ 431,661 $ 60,424
v3.24.3
6. BITCOIN - Schedule of activities Of The Bitcoin (Details) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Common Domain Members [Abstract]      
Balance at beginning of the year $ 56,241 $ 11,147  
Cumulative effect of the adoption of ASC 350-60 4,183 0  
Adjusted beginning balance - at fair value 60,424 11,147  
Addition of bitcoin from mining activities [1] 378,968 168,121  
Bitcoin sold & issued for services and purchase of software (44,801) (115,864)  
Bitcoin transferred to collateral account (87,895) 0 $ 0
Bitcoin received from collateral account 11,542 0 0
Impairment Loss 0 (7,163)  
Gain on fair value of bitcoin, net 113,423 0  
Balance at end of the year $ 431,661 $ 56,241 $ 11,147
[1] Net of mining pool fees as described in Note 2 - Summary of Significant Accounting Policies
v3.24.3
7. NOTE RECEIVABLE FROM GRIID (Additional Information) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Aug. 02, 2024
Sep. 30, 2024
Jun. 26, 2024
Sep. 30, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Note Receivable from GRIID balance   $ 60,919   $ 0
Senior Secured Term Loan Credit Agreement Member        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Term loan maximum borrowing capacity     $ 55,919  
Maturity Date   The maturity date of the term loan is deemed to be the earlier of (i) June 26, 2025, or (ii) 90 days after the termination of the merger transaction between the Company and GRIID under the GRIID Agreement (other than a termination resulting solely from the breach of the Company).    
Term loan interest rate   8.50%    
Amended And Restated - GRIID Credit Agreement [Member]        
Accounts, Notes, Loans and Financing Receivable [Line Items]        
Term Loan amount $ 40,000      
Principal amount 250      
Loans Receivable with Fixed Rates of Interest $ 100      
Interest Rate 8.50%      
Note Receivable from GRIID balance   $ 60,919    
Interest receivable from GRIID   $ 1,286    
v3.24.3
8. INVESTMENTS - Reconciliation of carrying value of all investments (Details) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Summary of Investment Holdings [Line Items]      
Balance $ 726    
Balance 918 $ 726  
Interest Rate Swap Derivative [Member]      
Summary of Investment Holdings [Line Items]      
Balance 0 0 $ 0
Shares sold during the year     0
Realized gain on fair value recognized in other income (expense)     0
Unrealized loss recognized in other income (expense)   0 0
Impairment loss     0
Unrealized loss on fair value recognized in Other comprehensive income 0 0 0
Unrealized loss on derivative asset (100)    
Balance (100) 0 0
ILAL Debt Securities [Member]      
Summary of Investment Holdings [Line Items]      
Balance 726 610 494
Shares sold during the year     0
Realized gain on fair value recognized in other income (expense)     0
Unrealized loss recognized in other income (expense)   0 0
Impairment loss     0
Unrealized loss on fair value recognized in Other comprehensive income 192 116 116
Unrealized loss on derivative asset 0    
Balance 918 726 610
ILAL Derivative Asset [Member]      
Summary of Investment Holdings [Line Items]      
Balance 2,697 2,956 4,906
Shares sold during the year     0
Realized gain on fair value recognized in other income (expense)     0
Unrealized loss recognized in other income (expense)   (259) (1,950)
Impairment loss     0
Unrealized loss on fair value recognized in Other comprehensive income 0 0 0
Unrealized loss on derivative asset (865)    
Balance 1,832 2,697 2,956
ILAL Equity Asset [Member]      
Summary of Investment Holdings [Line Items]      
Balance 0 0 11
Shares sold during the year     (10)
Realized gain on fair value recognized in other income (expense)     1
Unrealized loss recognized in other income (expense)   0 (2)
Unrealized loss on fair value recognized in Other comprehensive income 0 0 0
Unrealized loss on derivative asset 0    
Balance 0 0 0
Law Clerk Equity Securities [Member]      
Summary of Investment Holdings [Line Items]      
Balance 0 0 250
Shares sold during the year     0
Realized gain on fair value recognized in other income (expense)     0
Unrealized loss recognized in other income (expense)   0 0
Impairment loss     (250)
Unrealized loss on fair value recognized in Other comprehensive income 0 0 0
Unrealized loss on derivative asset 0    
Balance $ 0 $ 0 $ 0
v3.24.3
8. INVESTMENTS (Details Narrative) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Feb. 29, 2020
Nov. 05, 2019
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2021
Summary of Investment Holdings [Line Items]            
Investments     $ 2,750 $ 3,423    
Gain (Loss) on Sale of Equity Investments     0 0 $ 1  
Equity method investment, impairment         250  
Investment Owned, Fair Value     918 726    
Loss On Preferred Stocks Included In Other Comprehensive Income Loss     192 116    
Fair value of interest rate swap derivative     100      
Commitment Shares            
Summary of Investment Holdings [Line Items]            
Gain (Loss) on Sale of Equity Investments         $ 1  
Common stock, shares sold         15,389  
International Land Alliance            
Summary of Investment Holdings [Line Items]            
Investment owned, Balance, Shares   1,000        
Investment owned, Face amount   $ 500        
Debt instrument, Convertible, Terms of conversion feature   The Series B Preferred Stock accrues cumulative dividends in-kind at a rate of 12% per annum and was redeemable on August 6, 2020. The Series B Preferred Stock can be converted into common stock at a variable rate (refer the discussion on embedded derivative assets below). This variable conversion ratio will increase by 10% with the occurrence of certain events. Since the investments were not redeemed on August 6, 2020, they are now redeemable at the Company’s option in cash or into common stock, based on the conversion ratio. The Series B Preferred Stock is recorded as an AFS debt security and is reported at its estimated fair value as of September 30, 2024. Any change in the fair values of AFS debt securities are reported net of income tax as an element of Other Comprehensive income.        
International Land Alliance | Commitment Shares            
Summary of Investment Holdings [Line Items]            
Common stock, fair value of remaining shares at closing stock price           15,389
Common Stock, shares received   350,000        
Common stock, shares sold           334,611
Amount            
Summary of Investment Holdings [Line Items]            
Derivative assets investment fair value     $ 1,832 2,697    
Debt instrument convertible liquidation     60.00%      
Law Clerk Equity Securities            
Summary of Investment Holdings [Line Items]            
Series A Preferred shares, Strategic relationship investment, Shares 200,000          
Series A Preferred shares, Strategic relationship investment $ 250          
Investment Owned, Fair Value     $ 0 $ 0 $ 0 $ 250
v3.24.3
9. PROPERTY AND EQUIPMENT, NET - Schedule of Property Pant and Equipment (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Sep. 30, 2023
Property, Plant and Equipment [Abstract]    
Land $ 32,190 $ 4,144
Land Improvements 5,449 1,564
Building and improvements 76,719 52,198
Leasehold improvements 1,995 672
Miners 1,035,128 527,868
Mining equipment 23,066 18,706
Infrastructure 155,191 45,612
Machinery and equipment 15,061 1,907
Furniture and fixtures 1,706 386
Construction in progress 19,455 81,875
Total 1,365,960 734,932
Less: accumulated depreciation (496,267) (170,537)
Property and equipment, net $ 869,693 $ 564,395
v3.24.3
9. PROPERTY AND EQUIPMENT (Details Narrative)
$ / shares in Units, $ in Thousands
 1 Months Ended 3 Months Ended 12 Months Ended
Apr. 07, 2023
USD ($)
Apr. 30, 2024
USD ($)
Miners
Sep. 30, 2024
USD ($)
Sep. 30, 2024
USD ($)
$ / shares
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
May 01, 2024
May 01, 2023
USD ($)
a
Property, Plant and Equipment [Line Items]                
Depreciation expense       $ 152,469 $ 118,615 $ 47,082    
Loss on disposal of assets       5,466 1,931 $ (643)    
Miner | Miners   100,000            
Asset Impairment Charges   $ 189,000 $ 7,800 197,000        
Outstanding deposits     359,862 359,862 75,959      
Disposal of property and equipment       $ 6,903 1,966      
Real property Additions $ 4,100              
Decrease Earnings Per Share, Basic | $ / shares       $ 0.03        
Decrease Earnings Per Share, Diluted | $ / shares       $ 0.03        
Land under Purchase Options, Recorded               $ 1,167
Reduction of Block Reward for Bitcoin Miners, Percentage   50.00%            
Sandersville Member                
Property, Plant and Equipment [Line Items]                
Area of Land | a               10
Purchase price     1,400 $ 1,400        
Sandersville Member | Purchase and Sale Agreement [Member]                
Property, Plant and Equipment [Line Items]                
Purchase price     $ 1,300 $ 1,300        
WASHINGTON                
Property, Plant and Equipment [Line Items]                
Area of Land | a               16.35
Mining Equipment [Member] | Maximum [Member]                
Property, Plant and Equipment [Line Items]                
Property, Plant and Equipment, Useful Life     15 years 15 years        
Mining Equipment [Member] | Minimum [Member]                
Property, Plant and Equipment [Line Items]                
Property, Plant and Equipment, Useful Life     3 years 3 years        
Miners [Member]                
Property, Plant and Equipment [Line Items]                
Depreciation expense       $ 7,261        
Property, Plant and Equipment, Useful Life     3 years 3 years        
Outstanding deposits     $ 359,862 $ 359,862 $ 75,959      
Miners [Member] | Maximum [Member]                
Property, Plant and Equipment [Line Items]                
Property, Plant and Equipment, Useful Life             5 years  
Miners [Member] | Minimum [Member]                
Property, Plant and Equipment [Line Items]                
Property, Plant and Equipment, Useful Life             3 years  
Placed-in Service [Member]                
Property, Plant and Equipment [Line Items]                
Payments to purchase mining equipment       570,931        
Total     87,239 87,239        
Placed-in Service [Member] | Sandersville Member                
Property, Plant and Equipment [Line Items]                
Land     $ 1,038 1,038        
Miners and Mining Equipment [Member]                
Property, Plant and Equipment [Line Items]                
Payments to purchase mining equipment       472,670        
Equipments [Member]                
Property, Plant and Equipment [Line Items]                
Proceeds from sale of oil and gas property and equipment       $ 7,190        
Furniture and Fixtures [Member] | Maximum [Member]                
Property, Plant and Equipment [Line Items]                
Property, Plant and Equipment, Useful Life     5 years 5 years        
Furniture and Fixtures [Member] | Minimum [Member]                
Property, Plant and Equipment [Line Items]                
Property, Plant and Equipment, Useful Life     1 year 1 year        
v3.24.3
10. INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Sep. 30, 2023
Intangible Assets    
Finite-Lived Intangible Assets [Line Items]    
Software $ 981 $ 440
Websites 15 15
Strategic Contract 9,800 9,800
Total 10,796 10,255
Accumulated Amortization    
Finite-Lived Intangible Assets [Line Items]    
Software (230) (90)
Websites (13) (8)
Strategic Contract (7,513) (5,554)
Total (7,756) (5,652)
Total [Member]    
Finite-Lived Intangible Assets [Line Items]    
Software 751 350
Websites 2 7
Strategic Contract 2,287 4,246
Total $ 3,040 $ 4,603
v3.24.3
10. INTANGIBLE ASSETS - Amortization Expense (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
2025 $ 2,158  
2026 522  
2027 193  
2028 117  
2029 50  
Total $ 3,040 $ 4,603
v3.24.3
10. INTANGIBLE ASSETS (Details Narrative) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Finite-Lived Intangible Assets [Line Items]      
Accumulated amortization $ 2,140 $ 2,113 $ 1,963
Impairment of software $ 0 $ 0  
v3.24.3
11. LEASES - Lease costs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Leases [Abstract]      
Operating lease cost $ 293 $ 267 $ 113
Finance lease cost:      
Depreciation expense of financed assets 123 197 379
Interest on lease obligations 10 33 38
Short-term rent expense $ 7 $ 0 $ 0
v3.24.3
11. LEASES - Other Lease Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Leases [Abstract]      
Operating cash outflows from operating leases $ 316 $ 274 $ 131
Operating cash outflows from finance leases 10 33 38
Financing cash outflows from finance leases $ 151 $ 301 $ 519
v3.24.3
11. LEASES - Weighted-average Remaining Lease Terms (Details)
Sep. 30, 2024
Sep. 30, 2023
Leases [Abstract]    
Weighted-average remaining lease term - operating leases 4 years 8 months 12 days 3 years 9 months 18 days
Weighted-average remaining lease term -finance leases 3 months 18 days 10 months 24 days
Weighted-average discount rate - operating leases 8.28% 5.40%
Weighted-average discount rate - finance leases 9.10% 5.50%
v3.24.3
11. LEASES - Contractual Maturity of Lease Liability (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Jun. 30, 2024
Apr. 30, 2024
Gross lease liabilities $ 344 $ 243 $ 122
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Other Liabilities, Current    
Operating Lease [Member]      
2025 $ 670    
2026 481    
2027 199    
2028 137    
2029 398    
Thereafter 72    
Gross lease liabilities 1,958    
Less: imputed interest (398)    
Present value of lease liabilities 1,560    
Less: Current portion of lease liabilities (563)    
Total lease liabilities, net of current portion 997    
Finance Lease [Member]      
2025 48    
2026 0    
2027 0    
2028 0    
2029 0    
Thereafter 0    
Gross lease liabilities 48    
Less: imputed interest (1)    
Present value of lease liabilities 47    
Less: Current portion of lease liabilities (47)    
Total lease liabilities, net of current portion $ 0    
v3.24.3
11. LEASES (Details Narrative) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Apr. 30, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Sep. 10, 2024
Jun. 30, 2024
Lessee, Lease, Description [Line Items]            
Operating lease liability $ 122 $ 344       $ 243
Land lease - right of use asset   3,263 $ 688     $ 2,550
Other Impairment Expense   716 $ 0 $ 250    
Sublease Income   15        
Dalton GA [Member]            
Lessee, Lease, Description [Line Items]            
Lease, Cost, Total $ 18          
Tennessee Acquisition [Member]            
Lessee, Lease, Description [Line Items]            
Operating lease liability   344     $ 372  
Land lease - right of use asset   47     $ 61  
Other Impairment Expense   $ 396        
Minimum [Member]            
Lessee, Lease, Description [Line Items]            
Lease Term 5 years 1 year 9 months 18 days       2 years 7 months 6 days
Maximum [Member]            
Lessee, Lease, Description [Line Items]            
Lease Term 5 years 12 years       14 years 8 months 12 days
v3.24.3
11. LOANS - Schedule Of The Outstanding Loans (Details) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Debt Instrument [Line Items]    
Total Loans Payable $ 65,957 $ 15,903
Less: current portion of loans payable (58,781) (6,992)
Loans payable, net of current portion $ 7,176 8,911
Coinbase Line of Credit [Member]    
Debt Instrument [Line Items]    
Maturity Date Not specified  
Rate 8.50%  
Total Loans Payable $ 50,000 0
Western Alliance Bank Credit Agreement [Member]    
Debt Instrument [Line Items]    
Maturity Date Aug-29  
Rate 6.75%  
Total Loans Payable $ 6,839 0
Trinity Master Equipment Financing Arrangement [Member]    
Debt Instrument [Line Items]    
Maturity Date Apr-25  
Rate 13.80%  
Total Loans Payable $ 5,171 11,603
Mortgage Corporate Facility [Member]    
Debt Instrument [Line Items]    
Maturity Date Apr-25  
Rate 10.00%  
Total Loans Payable $ 1,981 1,950
Marquee Funding Partners [Member]    
Debt Instrument [Line Items]    
Maturity Date Aug-26 to Mar-27  
Rate 13.00%  
Total Loans Payable $ 1,267 1,725
Auto & Equipment Loans [Member]    
Debt Instrument [Line Items]    
Maturity Date Jun-26 to Dec-29  
Total Loans Payable $ 699 $ 625
Auto & Equipment Loans [Member] | Minimum [Member]    
Debt Instrument [Line Items]    
Rate 0.00%  
Auto & Equipment Loans [Member] | Maximum [Member]    
Debt Instrument [Line Items]    
Rate 11.30%  
v3.24.3
11. LOANS - Schedule Of Principal Amount Of Loan Maturities Due Over The Years (Details)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
USD ($)
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year $ 66,120
Unamortized deferred financing costs and discounts (163)
Total loan book value as of September 30, 2023 65,957
FY 2025 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 58,779
FY 2026 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 1,679
FY 2027 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 1,212
FY 2028 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 1,090
FY 2029 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 3,356
Thereafter [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 4
Coinbase Line of Credit [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 50,000
Coinbase Line of Credit [Member] | FY 2025 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 50,000
Coinbase Line of Credit [Member] | FY 2026 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 0
Coinbase Line of Credit [Member] | FY 2027 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 0
Coinbase Line of Credit [Member] | FY 2028 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 0
Coinbase Line of Credit [Member] | FY 2029 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 0
Coinbase Line of Credit [Member] | Thereafter [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 0
Western Alliance Bank Credit Agreement [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 6,933
Western Alliance Bank Credit Agreement [Member] | FY 2025 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 811
Western Alliance Bank Credit Agreement [Member] | FY 2026 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 869
Western Alliance Bank Credit Agreement [Member] | FY 2027 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 930
Western Alliance Bank Credit Agreement [Member] | FY 2028 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 996
Western Alliance Bank Credit Agreement [Member] | FY 2029 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 3,327
Western Alliance Bank Credit Agreement [Member] | Thereafter [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 0
Trinity Master Equipment Financing Arrangement [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 5,221
Trinity Master Equipment Financing Arrangement [Member] | FY 2025 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 5,221
Trinity Master Equipment Financing Arrangement [Member] | FY 2026 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 0
Trinity Master Equipment Financing Arrangement [Member] | FY 2027 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 0
Trinity Master Equipment Financing Arrangement [Member] | FY 2028 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 0
Trinity Master Equipment Financing Arrangement [Member] | FY 2029 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 0
Trinity Master Equipment Financing Arrangement [Member] | Thereafter [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 0
Mortgage Corporate Facility [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 2,000
Mortgage Corporate Facility [Member] | FY 2025 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 2,000
Mortgage Corporate Facility [Member] | FY 2026 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 0
Mortgage Corporate Facility [Member] | FY 2027 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 0
Mortgage Corporate Facility [Member] | FY 2028 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 0
Mortgage Corporate Facility [Member] | FY 2029 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 0
Mortgage Corporate Facility [Member] | Thereafter [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 0
Marquee Funding Partners [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 1,267
Marquee Funding Partners [Member] | FY 2024 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 0
Marquee Funding Partners [Member] | FY 2025 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 521
Marquee Funding Partners [Member] | FY 2026 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 592
Marquee Funding Partners [Member] | FY 2027 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 154
Marquee Funding Partners [Member] | FY 2028 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 0
Marquee Funding Partners [Member] | Thereafter [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 0
Auto & Equipment Loans [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 699
Auto & Equipment Loans [Member] | FY 2025 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 226
Auto & Equipment Loans [Member] | FY 2026 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 218
Auto & Equipment Loans [Member] | FY 2027 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 128
Auto & Equipment Loans [Member] | FY 2028 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 94
Auto & Equipment Loans [Member] | FY 2029 [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year 29
Auto & Equipment Loans [Member] | Thereafter [Member]  
Short-Term Debt [Line Items]  
Total principal amount of loan payments by fiscal year $ 4
v3.24.3
11. LOANS (Details Narrative) - USD ($)
$ in Thousands
 12 Months Ended
Aug. 14, 2024
Aug. 07, 2024
May 10, 2023
Apr. 22, 2022
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Aug. 28, 2024
Debt Instrument [Line Items]                
Loans payable, net of current portion         $ 66,120      
Cost Basis - Per Bitcoin         55,408 $ 25,074    
Total Company Bitcoin         6,819 2,243    
Crypto Asset, Fair Value, Current         431,661 56,241    
Receivable for bitcoin collateral (See Note 2 and Note 12)         77,827 0    
Amortization of debt discount         129 69 $ 46  
Refund of loan commitment fee         0 150 0  
Loan discount         129 69 $ 46  
Gross loan outstanding         163      
Principal payments on loans         7,283 14,466    
Principal amount of loan payments         66,120      
Trinity Capital Inc [Member]                
Debt Instrument [Line Items]                
Borrowings to finance       $ 35,000        
Amortization of debt discount         76 6    
Refund of loan commitment fee         150      
Loan discount         379      
Loan discount         76 $ 6    
Loan received       20,000        
Remaining fundable amount       $ 15,000        
Loan commitment fee       1.00%        
Coinbase Line of Credit [Member]                
Debt Instrument [Line Items]                
Credit limit facility   $ 50,000            
Percentage of company ownership   64.00%            
Collateral at fair value   $ 78,130            
Outstanding balance of line of credit         $ 50,000      
Line of credit , interest rate   9.00%     8.50%      
Line of Credit Facility, Interest Rate Description   Pursuant to the terms, the line of credit initially bore interest of 9% per annum and has no defined maturity date but is terminable by either the Lender or the Company with notice.            
Western Alliance Bank Credit Agreement [Member]                
Debt Instrument [Line Items]                
Stated interest rate 6.75%              
Debt Instrument, Term 30 days              
Promissory notes $ 7,000              
Fixed Rate 6.75%              
Variable Interest Rate 3.00%              
Debt Instrument, Payment Terms monthly              
Debt Instrument, Maturity Date Aug. 14, 2029              
SPRE Commercial Group, Inc. [Member]                
Debt Instrument [Line Items]                
Stated interest rate         12.00%      
Payments of Loan Costs         $ 174      
Fixed Rate         12.00%      
Weighted average interest rate         9.00%      
Marquee Funding Partners [Member]                
Debt Instrument [Line Items]                
Mortgage assumed         $ 1,267      
Stated interest rate         13.00%      
Fixed Rate         13.00%      
Marquee Funding Partners [Member] | Minimum [Member]                
Debt Instrument [Line Items]                
Debt Instrument, Term         23 months      
Marquee Funding Partners [Member] | Maximum [Member]                
Debt Instrument [Line Items]                
Debt Instrument, Term         29 months      
Mortgage Corporate Facility [Member]                
Debt Instrument [Line Items]                
Stated interest rate     10.00%          
Principal amount of loan payments     $ 1,937          
Debt Instrument, Term     2 years          
Fixed Rate     10.00%          
Western Alliance Equipment Financing Agreement [Member]                
Debt Instrument [Line Items]                
Borrowings to finance               $ 1,000
Debt instrument conversion description         This instrument bears interest at the Floating Wall Street Journal Prime Rate plus 1.00% per annum, calculated on the basis of a 360-day year consisting of twelve (12) consecutive thirty (30)-day months, and will be charged for each day there is an outstanding balance      
Western Alliance Equipment Financing Agreement [Member] | Prime [Member]                
Debt Instrument [Line Items]                
Floating interest rate         9.00%      
Western Alliance Equipment Financing Agreement [Member] | Minimum [Member] | Prime [Member]                
Debt Instrument [Line Items]                
Floating interest rate               1.00%
Western Alliance Equipment Financing Agreement [Member] | Maximum [Member] | Prime [Member]                
Debt Instrument [Line Items]                
Floating interest rate         8.00%      
Auto Loans [Member]                
Debt Instrument [Line Items]                
Principal amount         $ 699      
Auto Loans [Member] | Minimum [Member]                
Debt Instrument [Line Items]                
Stated interest rate           0.00%    
Debt Instrument, Term         12 months      
Fixed Rate           0.00%    
Auto Loans [Member] | Maximum [Member]                
Debt Instrument [Line Items]                
Stated interest rate           11.30%    
Debt Instrument, Term         72 months      
Fixed Rate           11.30%    
Auto Loans [Member] | Separate Agreements [Member]                
Debt Instrument [Line Items]                
Principal amount         $ 287      
Auto Loans [Member] | Separate Agreements [Member] | Minimum [Member]                
Debt Instrument [Line Items]                
Stated interest rate           0.00%    
Debt Instrument, Term           12 months    
Fixed Rate           0.00%    
Auto Loans [Member] | Separate Agreements [Member] | Maximum [Member]                
Debt Instrument [Line Items]                
Stated interest rate           11.30%    
Debt Instrument, Term           72 months    
Fixed Rate           11.30%    
Coinbase                
Debt Instrument [Line Items]                
Cost Basis - Per Bitcoin         76,444 $ 76,444    
Total Company Bitcoin         1,229 1,229    
Receivable for bitcoin collateral (See Note 2 and Note 12)         $ 77,827 $ 77,827    
v3.24.3
13. INCOME TAXES - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Income Tax Disclosure [Abstract]      
Domestic $ (142,433) $ (131,303) $ (40,089)
Foreign 0 0 0
Loss before income taxes $ (142,433) $ (131,303) $ (40,089)
v3.24.3
13. INCOME TAXES - Component of the provision for income taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Income Tax Disclosure [Abstract]      
Current, Federal $ 0 $ 0 $ 0
Current, State 0 0 0
Deferred, Federal 3,344 2,416 0
Deferred, State 0 0 0
Provision for income taxes $ 3,344 $ 2,416 $ 0
v3.24.3
13. INCOME TAXES - Schedule of pretax loss from continuing operations (Details) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Income Tax Disclosure [Abstract]      
Tax Benefit at Federal statutory rate $ (29,911) $ (27,574) $ (8,417)
State taxes (net of federal benefit) (3,075) 5,820 (303)
162(m) Excess Executive Compensation 9,806 6,823 0
Stock Option (Windfall)/Shortfall (2,314) 0 0
Return to Provision Adjustments 2,301 29 0
Deferred Only Adjustments 15,445 745 4,408
Discontinued Operations 0 0 (3,750)
Change in Valuation Allowance 10,299 15,871 6,232
Other 793 702 1,830
Tax Expense $ 3,344 $ 2,416 $ 0
v3.24.3
13. INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2021
Deferred Tax Assets:        
Right of Use - Lease Liability $ 340 $ (140)    
Charitable Contributions 98 64    
Tax Credits 200 200    
Stock Based Compensation 113 281    
Interest Expense Carryforwards 0 652    
Intangible Assets 2,926 3,784    
Net Operating Loss carryforwards 77,788 56,708    
Other 1,134 4,085    
Gross Deferred Tax Assets 82,599 65,634    
Valuation Allowance (54,926) (44,627) $ (28,756) $ (22,524)
Total deferred tax assets, net of valuation allowance 27,673 21,007    
Deferred Tax Liabilities:        
Right of Use - Lease Asset (691) 138    
Prepaid Expenses (927) (636)    
Change in Fair Value of Digital Currency (22,706) 0    
Other (1,070) (1,451)    
Fixed Assets & Intangible Assets (8,040) (21,474)    
Gross Deferred Tax Liabilities (33,434) (23,423)    
Net Deferred Tax Liabilities $ (5,761) $ (2,416)    
v3.24.3
13. INCOME TAXES - Schedule of other assets and other liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Sep. 30, 2023
Income Tax Disclosure [Abstract]    
Net Non-current Deferred Tax Liabilities $ (5,761) $ (2,416)
v3.24.3
12. INCOME TAXES - Schedule of Valuation Allowance (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2021
Income Tax Disclosure [Abstract]        
Valuation Allowance $ (54,926) $ (44,627) $ (28,756) $ (22,524)
v3.24.3
12. INCOME TAXES (Details Narrative) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Operating Loss Carryforwards [Line Items]      
Deferred Tax Assets, Operating Loss Carryforwards, Foreign $ 332,586    
Income Tax Rate 21.00%    
Effective Pre-tax income rate (2.30%) (1.80%) 0.00%
Tax Reconciliation Not Required $ 0    
Deferred tax assets, operating loss carryforwards, state 146,973    
Net Operating Loss carryforwards $ 325,943    
Increased Recognized Rate of Income Tax 50.00%    
v3.24.3
14. STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Oct. 25, 2024
Mar. 28, 2024
Jan. 05, 2024
Dec. 31, 2023
Mar. 31, 2023
Dec. 14, 2022
Jun. 03, 2021
Class of Stock [Line Items]                      
Common Stock, Shares Authorized   300,000,000 300,000,000                
Preferred Stock, Shares Authorized   10,000,000 10,000,000                
Preferred Stock, Par or Stated Value Per Share   $ 0.001 $ 0.001                
Common Stock, Shares Issued   270,897,784 160,184,921                
Common Stock, Shares Outstanding   270,897,784 160,184,921                
Common Stock, Par or Stated Value Per Share   $ 0.001 $ 0.001                
Proceeds from issuance of private placement   $ 1,231,834,000 $ 376,200,000 $ 123,034,000              
Stock Issued During Period Value Stock Options Exercised       $ 817,000              
Common Stock, Value, Issued   $ 271,000 160,000                
Shares issued for business acquisition     $ 4,802,000                
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period   149,293   105,423              
Cash Received From Issuance   $ 752,000                  
Voting rights to cast votes per share   $ 1,000                  
Preferred Stock, Redemption Amount   $ 1,000     $ 1,000            
Business acquisition [Member]                      
Class of Stock [Line Items]                      
Shares issued for business acquisition       $ 150,000              
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period       232,518              
Stock Issued During Period, Shares, Acquisitions       8,404              
At-the-Market offering facility [Member]                      
Class of Stock [Line Items]                      
Common Stock, Shares Issued       17,740,081              
Proceeds From Net Offering Costs       $ 125,048,000              
Aggregate gross offering price                     $ 500,000
Seller Agreements Related To Mawson Acquisition [Member]                      
Class of Stock [Line Items]                      
Common Stock, Shares Issued     1,100,890                
Business Combination, Consideration Transferred, Total     $ 2,840,000                
Maximum [Member]                      
Class of Stock [Line Items]                      
Common Stock, Shares Authorized         600,000,000            
Common Stock, Shares Outstanding         600,000,000       300,000,000    
Minimum [Member]                      
Class of Stock [Line Items]                      
Common Stock, Shares Authorized         300,000,000       100,000,000    
A T M Member                      
Class of Stock [Line Items]                      
Proceeds From Net Offering Costs   31,454,000 12,202,000                
Proceeds from issuance of private placement   $ 1,222,243,000 $ 383,776,000                
Sale of Stock, Number of Shares Issued in Transaction   191,605                  
Stock Issued During Period, Shares, New Issues   106,969,819 98,829,525                
Common Stock, Value, Issued                   $ 500,000  
Proceeds from Issuance of Common Stock   $ 1,253,697,000 $ 395,977,000                
Gross Proceeds Fees Average Rate Paid   3.00%                  
2024 ATM                      
Class of Stock [Line Items]                      
Sale of Stock, Number of Shares Issued in Transaction 34,075,408 44,415,161                  
Common Stock, Value, Issued             $ 500,000        
Proceeds from Issuance of Common Stock $ 487,500 $ 593,200,000                  
ATM Agreement Amendment                      
Class of Stock [Line Items]                      
Common Stock, Value, Issued           $ 800,000          
Director services [Member]                      
Class of Stock [Line Items]                      
Common stock shares issued, compensation       5,238              
Common stock shares issued, compensation amount       $ 60,000              
A T L Data Centers Member                      
Class of Stock [Line Items]                      
Common stock net settlement     83,417                
Common Stock [Member]                      
Class of Stock [Line Items]                      
Shares Withheld for Net Settlement of Restricted Stock Units Related to Tax Withholdings, Shares   1,763,415 1,397,258 358,681              
Shares issued for business acquisition     $ 1,000                
Stock Issued During Period, Shares, Acquisitions     1,590,175                
Seller Agreements Related to Business Acquisition                      
Class of Stock [Line Items]                      
Common Stock, Shares Issued               1,590,175      
Business Combination, Consideration Transferred, Total     $ 4,802,000                
Restricted Stock [Member]                      
Class of Stock [Line Items]                      
Common stock net settlement   1,763,415 1,397,258 358,681              
Shares Withheld for Net Settlement of Restricted Stock Units Related to Tax Withholdings, Shares   5,357,166 4,483,669 1,002,586              
Common Stock Net Settlement Value   $ 22,555,000 $ 5,873,000 $ 1,638,000              
Series A Preferred                      
Class of Stock [Line Items]                      
Earnings before interest rate, dividends   2.00%                  
Preferred stock dividends paid   $ 3,421,000 $ 0 $ 336,000              
Liquidation preference per share   $ 0.02                  
Common stock voting rights   forty-five (45) votes                  
Series X Preferred Stock [Member]                      
Class of Stock [Line Items]                      
Preferred Stock, Shares Authorized   1,000,000 0                
Preferred Stock, Shares Outstanding   1,000,000 0                
v3.24.3
15. STOCK WARRANTS - Schedule of Warrant Summary (Details) - $ / shares
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Stock Warrants      
Warrant Shares, Beginning Balance 185,560 202,220 615,554
Warrant Shares, Expired (103,000) (16,660) (413,334)
Warrant Shares, Exercised (65,000) 0 0
Warrant Shares, Ending Balance 17,560 185,560 202,220
Weighted Average Exerciseat Beginning Balance $ 13.49 $ 13.03 $ 30.72
Weighted Average Exercise, Expired 18.2 8 39.38
Weighted Average Exercise, Exercised 8 0 0
Weighted Average Exercise Ending Balance $ 6.12 $ 13.49 $ 13.03
v3.24.3
15. STOCK WARRANTS (Details Narrative) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Weighted average outstanding warrants term 3 years 10 months 24 days    
Weighted average outstanding warrants intrinsic value $ 13    
Number of warrants exercisable to purchase shares of common stock 17,560    
Unvested warrants outstanding 0    
Outstanding warrants 10,000    
Warrant [Member]      
Weighted average outstanding warrants intrinsic value $ 43    
Number of warrants exercisable to purchase shares of common stock 65,000    
Net shares issued 42,777 0 0
Outstanding warrants 17,560    
v3.24.3
16. STOCK-BASED COMPENSATION - Schedule of Option Summary (Details) - $ / shares
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Options exercised (149,293)   (105,423)
Stock Option [Member]      
Number of Option Shares, Beginning Balance 1,970,458 1,418,938 1,547,029
Options granted 611,823 789,750 215,750
Options expired (93,057) (44,600) 0
Options Canceled/Forfeited (97,246) (193,630) (238,418)
Options exercised (106,516) 0 (105,423)
Number of Option Shares, Ending Balance 2,285,462 1,970,458 1,418,938
Weighted Average Exercise Price, Beginning Balance $ 14.86 $ 19.11 $ 18.35
Weighted Average Exercise Price, Options granted 14.7 5.72 14.47
Weighted Average Exercise, Options expired 9.38 6.05 0
Weighted Average Exercise Price, Options canceled/forfeited 8.71 10.77 15.4
Weighted Average Exercise Price, Options exercised 7.07 0 7.43
Weighted Average Exercise Price Ending Balance $ 15.58 $ 14.86 $ 19.11
v3.24.3
16. STOCK-BASED COMPENSATION - Fair Value Assumptions 2021 (Details)
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Restricted stock awards [Member]      
Risk free interest rate   4.59%  
Expected term (years)   10 years  
Expected volatility   129.70%  
Cost of equity   21.55%  
Stock Option [Member]      
Expected dividends 0.00% 0.00% 0.00%
Minimum [Member] | Restricted stock awards [Member]      
Risk free interest rate     0.14%
Expected term (years)     1 year
Expected volatility     111.37%
Cost of equity     20.00%
Minimum [Member] | Stock Option [Member]      
Risk free interest rate 3.46% 2.65% 1.04%
Expected term (years) 5 years 9 months 18 days 5 years 21 days 4 years 11 months 26 days
Expected volatility 122.10% 157.10% 187.20%
Maximum [Member] | Restricted stock awards [Member]      
Risk free interest rate     1.26%
Expected term (years)     5 years
Expected volatility     172.18%
Cost of equity     21.00%
Maximum [Member] | Stock Option [Member]      
Risk free interest rate 4.82% 4.44% 3.65%
Expected term (years) 6 years 2 months 12 days 5 years 10 months 6 days 7 years 4 months 6 days
Expected volatility 176.00% 194.90% 533.00%
v3.24.3
16.STOCK-BASED COMPENSATION - Schedule of Restricted Stock Summary (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Class of Stock [Line Items]      
Weighted Average Exerciseat Beginning Balance $ 13.49 $ 13.03 $ 30.72
Weighted Average Exercise, Expired 18.2 8 39.38
Weighted Average Exercise Ending Balance $ 6.12 $ 13.49 $ 13.03
Restricted [Member]      
Class of Stock [Line Items]      
Number of Option Shares, Beginning Balance 5,471,435 5,448,548 10,995
Number of Shares, Granted 1,493,556 3,880,552 7,306,250
Number of Shares, Vested (5,268,276) (3,813,617) (1,757,938)
Number of Shares, Cancelled   (40,000)  
Number of Shares, Forfeited (22,504) (4,048) (110,759)
Number of Option Shares, Ending Balance 1,674,211 5,471,435 5,448,548
Weighted Average Exerciseat Beginning Balance $ 4.18 $ 4.93 $ 27.73
Weighted Average Exercise, Granted 9.67 3.65 7.18
Weighted Average Exercise, Vested 4.66 4.58 13.37
Weighted Average Exercise, Expired 5.81 29.34 15.27
Weighted Average Exercise Ending Balance $ 7.56 $ 4.18 $ 4.93
Aggregate Intrinsic Value Outstanding at Beginning $ 20,846 $ 17,326  
Aggregate Intrinsic Value Outstanding at Ending $ 12,649 $ 20,846 $ 17,326
v3.24.3
16. STOCK-BASED COMPENSATION (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 3 Months Ended 12 Months Ended
Nov. 29, 2023
Sep. 12, 2022
Mar. 31, 2023
Dec. 31, 2022
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Oct. 25, 2024
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Stock based compensation         $ 29,555 $ 24,142 $ 31,466  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number         1,394,604      
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares         890,858      
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term         7 years 6 months 18 days      
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value         $ 2,453      
Options exercised         149,293   105,423  
Stock Issued During Period Value Stock Options Exercised             $ 817  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number           789,750    
Stock Based Compensation         $ 113 $ 281    
Share-Based Payment Arrangement, Noncash Expense, Total         $ 29,555 $ 24,142 $ 31,466  
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings       60,000   360,552 120,000  
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period             5 years  
Common Stock, Shares Outstanding         270,897,784 160,184,921    
Maximum [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Common Stock, Shares Outstanding     300,000,000         600,000,000
Two Thousand Seventeen Incentive Plan [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Common Stock, Shares Subscribed but Unissued         8,300,575      
Percentage of increase in number of shares authorized to issue         15.00%      
Two Thousand Seventeen Incentive Plan [Member] | Maximum [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Percentage of increase in number of shares authorized to issue         15.00%      
Restricted Stock Units (RSUs) [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Common shares issued restricted share vesting 3,460,000       1,493,556 3,880,552 7,306,250  
Weighted Average Remaining Contractual Term         2 years 2 months 19 days      
Stock Based Compensation         $ 12,412      
stock-based compensation expenses         $ 23,992 $ 17,720 $ 23,661  
Stock Issued During Period, Shares, Restricted Stock Award, Gross 3,460,000       1,493,556 3,880,552 7,306,250  
Service period based grant, shares           60,000 146,250  
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period         1 year   1 year  
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Total           $ 13,160    
Option Stock Based Compensation [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Stock based compensation         $ 29,555 24,142 $ 31,466  
Share-Based Payment Arrangement, Noncash Expense, Total         29,555 $ 24,142 $ 31,466  
Options, Granted One | Restricted Stock Units (RSUs) [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings   2,565,000            
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period   3 years            
Options, Granted Two | Restricted Stock Units (RSUs) [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Service period based grant, shares   2,565,000            
Service Period Based Vested , Shares           2,381,781    
Options, Granted Three | Restricted Stock Units (RSUs) [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Service Period Based Vested , Shares     760,000          
Options Granted Four | Restricted Stock Units (RSUs) [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Stock Issued During Period, Shares, Restricted Stock Award, Vested   810,000            
Options Granted Five | Restricted Stock Units (RSUs) [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings   60,000            
Unvested service condition   10,000            
Options                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Stock based compensation         8,503      
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value         $ 8,030 $ 4,513    
Options exercised         106,516   105,423  
Stock Issued During Period Value Stock Options Exercised           $ 0 $ 817  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number         174 24,482 89,445  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term         2 years 4 months 20 days      
Share-Based Payment Arrangement, Noncash Expense, Total         $ 8,503      
Options | Minimum [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term             $ 4.65  
Options | Maximum [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term             $ 15.1  
Employees                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number         611,823   215,750  
Other Comprehensive Income (Loss), Financial Liability, Fair Value Option, after Reclassification Adjustment, Tax, Total             $ 3,121  
Employees | Restricted Stock Units (RSUs) [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period         1 year      
Restricted Stock Awards [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Common shares issued restricted share vesting       810,000   40,000 910,000  
Stock Issued During Period, Shares, Restricted Stock Award, Gross       810,000   40,000 910,000  
Grants | Options Granted Five | Restricted Stock Units (RSUs) [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings   120,000            
Service period based grant, shares   120,000            
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period   3 years            
Service Period Based Vested , Shares           111,429    
v3.24.3
17. MAJOR CUSTOMERS AND VENDORS (Additional Information) (Details) - Operator
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Mining Pool Operator [Member]      
Mining pool operator 1 1 1
v3.24.3
17. MAJOR CUSTOMERS AND VENDORS - Digital currency mining segment major suppliers (Details) - Customer Concentration Risk [Member] - Accounts Receivable [Member]
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Cryptech Solutions      
Concentration Risk, Percentage 0.00% 25.00% 88.00%
Bitmain Technologies Ltd.      
Concentration Risk, Percentage 100.00% 75.00% 12.00%
v3.24.3
18. COMMITMENTS AND CONTINGENCIES - Schedule of Contractual Future Payments Obligations (Details) (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
Product Liability Contingency [Line Items]  
2025 $ 268,060
2026 0
2027 0
2028 0
2029 0
Thereafter 0
Contractual Obligation, Total 268,060
Mobile Data Centers [Member]  
Product Liability Contingency [Line Items]  
2025 135,000
2026 0
2027 0
2028 0
2029 0
Thereafter 0
Contractual Obligation, Total 135,000
Tennessee Real Estate [Member]  
Product Liability Contingency [Line Items]  
2025 2,500
2026 0
2027 0
2028 0
2029 0
Thereafter 0
Contractual Obligation, Total 2,500
Construction in progress [Member]  
Product Liability Contingency [Line Items]  
2025 15,261
2026 0
2027 0
2028 0
2029 0
Thereafter 0
Contractual Obligation, Total 15,261
Miners and mining equipment contracts [Member]  
Product Liability Contingency [Line Items]  
2025 115,299
2026 0
2027 0
2028 0
2029 0
Thereafter 0
Contractual Obligation, Total $ 115,299
v3.24.3
18. COMMITMENTS AND CONTINGENCIES (Details Narrative)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
USD ($)
Dec. 31, 2024
USD ($)
Aug. 31, 2024
USD ($)
Miners
Apr. 30, 2024
USD ($)
Miners
Jun. 30, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Long-Term Purchase Commitment [Line Items]              
Proceeds from Stock Options Exercised $ 752            
Contractual Obligation 268,060            
Contingent liabilities 6,300         $ 484  
TN MIPA Seller [Member]              
Long-Term Purchase Commitment [Line Items]              
Deposit Assets     $ 6,012        
Phase 1 [Member]              
Long-Term Purchase Commitment [Line Items]              
Contractual Obligation   $ 3,000          
Phase 2 [Member]              
Long-Term Purchase Commitment [Line Items]              
Contractual Obligation   4,500          
Research and Development Expense [Member]              
Long-Term Purchase Commitment [Line Items]              
Other commitment 15,261            
Contractual Obligation 2,888            
Mawson Property Acquisition [Member]              
Long-Term Purchase Commitment [Line Items]              
Earn-out payable 2,000            
Contingent liabilities         $ 0 $ 2,840 $ 3,325
Miners [Member] | Phase 1 [Member]              
Long-Term Purchase Commitment [Line Items]              
Firm contractual commitment 30,000            
Mining Equipment [Member]              
Long-Term Purchase Commitment [Line Items]              
Long Term Purchase Commitment Amount 115,299            
Purchase price     $ 167,700 $ 374,400      
Accounts Payable 49,918            
Combined payments   $ 376,883          
Mining Equipment [Member] | Antminer S21 Mining Machines [Member]              
Long-Term Purchase Commitment [Line Items]              
Mining Machines Purchased | Miners       100,000      
Mining Equipment [Member] | Antminer S21 XP Mining Machines [Member]              
Long-Term Purchase Commitment [Line Items]              
Mining Machines Purchased | Miners     26,000        
Mobile Data Centers [Member]              
Long-Term Purchase Commitment [Line Items]              
Long Term Purchase Commitment Amount 165,000            
Mobile Data Centers [Member] | Phase 1 [Member]              
Long-Term Purchase Commitment [Line Items]              
Firm contractual commitment $ 66,000            
Mobile Data Centers [Member] | Phase 2 [Member]              
Long-Term Purchase Commitment [Line Items]              
Commitment Remaining Amount 50.00%            
v3.24.3
19. SUBSEQUENT EVENTS (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 2 Months Ended
Oct. 31, 2024
Oct. 30, 2024
Oct. 25, 2024
Oct. 11, 2024
Oct. 02, 2024
Nov. 30, 2024
Oct. 31, 2024
Dec. 03, 2024
Oct. 29, 2024
Oct. 21, 2024
Sep. 30, 2024
Sep. 30, 2023
Mar. 31, 2023
Subsequent Event [Line Items]                          
Common Stock, Shares Authorized                     300,000,000 300,000,000  
Contractual obligation                     $ 268,060    
Long-Term Incentive Plan and Awards [Member]                          
Subsequent Event [Line Items]                          
Subsequent event description         Long-Term Incentive Plan and AwardsOn October 1, 2024, the Company’s Compensation Committee of Board of Directors (the “Committee”) approved the establishment of the Company’s Long-Term Incentive Program (the “LTIP”) under the Plan and the 2025 LTIP Awards which permits the issuance of RSUs to executive officers and other executives pursuant to the Plan. Awards granted pursuant to the 2025 LTIP are in addition to cash annual bonus awards and annual time-based RSU awards, if any, and are a key element of the Company’s compensation program.On October 2, 2024, the Committee granted 2025 LTIP Awards to the executive officers and other executives. The value of these awards is based on the Company’s achievement of pre-determined performance metrics, including total growth, uptime, efficiency, and stockholder return. The Company’s performance on these metrics will be evaluated relative to its peer group, expressed as a percentile. This relative performance determines the percentage of granted RSUs that recipients will earn, ranging from 0% to 200% of the awarded amount. If the Company achieves 100% of the target performance, the total RSUs earned would be approximately 4,967,000.                
Maximum [Member]                          
Subsequent Event [Line Items]                          
Common Stock, Shares Authorized     600,000,000                    
Maximum [Member] | Increase In Authorized Shares Of Common Stock [Member]                          
Subsequent Event [Line Items]                          
Common Stock, Shares Authorized     600,000,000                    
Minimum [Member]                          
Subsequent Event [Line Items]                          
Common Stock, Shares Authorized     300,000,000                   100,000,000
Minimum [Member] | Increase In Authorized Shares Of Common Stock [Member]                          
Subsequent Event [Line Items]                          
Common Stock, Shares Authorized     300,000,000                    
Subsequent Event [Member]                          
Subsequent Event [Line Items]                          
Common stock shares issued               16,619,631          
Proceeds from Issuance of Common Stock               $ 191,603          
Issuance costs of market equity               $ 4,795          
Subsequent Event [Member] | Tennessee Acquisitions [Member]                          
Subsequent Event [Line Items]                          
Subsequent event description       Tennessee AcquisitionsOn October 11, 2024, the Company paid the TN MIPA Seller $5,605 to close on the acquisition of the final two sites out of the seven sites purchased. On October 21, 2024, the Company closed on the acquisition of the four real estate properties in Tennessee for approximately $2,500.On October 29, 2024, the Company paid the TN MIPA Seller $5,484 in exchange for utility deposits with power providers of all seven Tennessee locations and such deposits are now held by the Company; see Note 5 - Acquisitions.                  
Direct acquisition costs       $ 5,605           $ 2,500      
Acquisition obligation paid                 $ 5,484        
Subsequent Event [Member] | GRIID Acquisition [Member]                          
Subsequent Event [Line Items]                          
Subsequent event description   GRIID AcquisitionOn October 30, 2024, the Company completed its acquisition of GRIID pursuant to the GRIID Agreement; see Note 5 - Acquisitions.                      
Subsequent Event [Member] | Increase In Authorized Shares Of Common Stock [Member]                          
Subsequent Event [Line Items]                          
Subsequent event description     Increase in Authorized Shares of Common Stock On October 25, 2024, the Company’s stockholders approved an amendment to the Company’s articles of incorporation, which amendment increased the number of shares of common stock authorized for issuance from 300,000,000 shares to 600,000,000 shares. The 1,000,000 outstanding shares of the Company’s Series X Preferred Stock was redeemed for an aggregate of $1 following the announcement of the vote on the authorized stock increase.                    
Preferred shares fully redeemed price     $ 1                    
Subsequent Event [Member] | Sale of Miners [Member]                          
Subsequent Event [Line Items]                          
Subsequent event description Sale of MinersIn October and November 2024, the Company entered into sale and purchase agreements with third party companies and completed sales of miners for approximately $29,000.                        
Sale cost           $ 29,000 $ 29,000            
Subsequent Event [Member] | At The Market Equity Issuances [Member]                          
Subsequent Event [Line Items]                          
Subsequent event description               At-the-Market Equity IssuancesFrom October 1, 2024 through December 3, 2024, the Company issued 16,619,631 shares under its ATM offering facility resulting in gross proceeds of $191,603 and issuance costs of $4,795.          
Subsequent Event [Member] | Purchase Agreement                          
Subsequent Event [Line Items]                          
Purchase Commitment, Description             Coinmint Colocation Agreement Non-renewalOn October 1, 2024, the Company and Coinmint, LLC mutually agreed to the non-renewal of the Colocation Mining Services Agreement dated July 1, 2021, as amended on March 17, 2022 and May 25, 2023 (the "Agreement"). Under the Agreement, Coinmint, LLC provided colocation services for the Company's bitcoin mining equipment at Coinmint, LLC's facility in Massena, New York. The Agreement is scheduled to expire on January 1, 2025.            
Subsequent Event [Member] | Restricted stock awards [Member]                          
Subsequent Event [Line Items]                          
Target performance         100.00%                
Total restricted stock units         4,967,000                
Subsequent Event [Member] | Restricted stock awards [Member] | Maximum [Member]                          
Subsequent Event [Line Items]                          
Percentage of granted RSUs         200.00%                
Subsequent Event [Member] | Restricted stock awards [Member] | Minimum [Member]                          
Subsequent Event [Line Items]                          
Percentage of granted RSUs         0.00%                
v3.24.3
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]      
Beginning of Period $ 44,627 $ 28,756 $ 22,524
Additions Charged to Costs and Expenses 10,299 15,871 6,232
Deductions 0 0 0
End of Period $ 54,926 $ 44,627 $ 28,756