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CleanSpark, Inc. Announces Closing of Offering of $650 Million Zero-Coupon Convertible Notes

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LAS VEGAS, Dec. 17, 2024 /PRNewswire/ — CleanSpark, Inc. (Nasdaq: CLSK), America’s Bitcoin Miner® (“CleanSpark” or the “Company”), today announced that it completed its previously announced offering (the “Offering”) of $650 million aggregate principal amount of 0.00% Convertible Senior Notes due 2030 (the “Convertible Notes”). The Convertible Notes were sold to the initial purchasers for resale in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of Convertible Notes sold in the offering of $650 million is inclusive of $100 million aggregate principal amount of Convertible Notes sold to the initial purchasers by the Company as a result of the initial purchasers’ exercise in full of the option granted to them by the Company to purchase additional Convertible Notes.

In connection with the pricing of the Convertible Notes, the Company entered into capped call transactions with various counterparties at a “cap price” of $24.66 per share of the Company’s common stock (“Common Stock”), representing a 100% premium over the common stock’s closing price of $12.33 on December 12, 2024. The capped call transactions are expected generally to reduce the potential dilution to the Common Stock upon any conversion of the Convertible Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap.

The Company has also repurchased 11.76 million shares of Common Stock for approximately $145 million, which will be removed from the Company’s outstanding share count. If the Company elects to settle the conversions of principal of the Convertible Notes in cash and to settle the remainder of any conversions in shares, and the conversions do not follow a notice of redemption or certain corporate events, the Company will not have to issue any additional shares (on a net basis, after accounting for the benefits of the capped call and the share repurchase), until the price of its Common Stock exceeds $33.67. The Offering, the Company’s entry into the capped called transactions and the repurchase by the Company of the Company’s common stock described herein are collectively referred to as the “Transactions,” and the potential dilutive impact of the Transactions is addressed further in the table below.   

“We are proud to have closed this offering with some of the strongest institutional investors in the world and are excited to share that our growth through 50 EH/s and beyond is now expected to be more than fully funded from the proceeds,” said Zach Bradford, CEO and President. “In addition to funding the growth to 50 EH/s, share buyback, and capped call, the additional capital will allow us to keep adding the bitcoin we mine to our balance sheet. Beyond our expansion efforts already under way, we remain well positioned to continue executing on opportunistic acquisitions,” Bradford continued. “Importantly, this offering provides our stockholders greater clarity on near term share count, given our ATM offering was completed in early November, and we have no immediate plans to commence another equity or equity-linked offering, as the capital received from this offering sufficiently covers our near-term strategic objectives.”

The table below illustrates the Company’s current expectations regarding potential changes in share count resulting from the Transactions. 1 

The net proceeds to the Company from the sale of the Convertible Notes were approximately $633.6 million, after deducting the initial purchasers’ discounts and estimated expenses payable by the Company in connection with the offering. The Company has used approximately $90.4 million of the net proceeds from the Offering to pay the cost of the capped call transactions and approximately $145.0 million to repurchase shares of its common stock from investors in the Convertible Notes, and intends to use the remaining net proceeds for the repayment in full of amounts outstanding under the Company’s line of credit with Coinbase, capital expenditures, potential acquisitions and general corporate purposes.

The Convertible Notes and any shares of common stock issuable upon conversion of the Convertible Notes, if any, have not been registered under the Securities Act or securities laws of any other jurisdiction, and the Convertible Notes and such shares of common stock may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and any applicable state securities laws.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy the Convertible Notes, nor shall there be any sale of the Convertible Notes or common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. 

About CleanSpark
CleanSpark, Inc. (Nasdaq: CLSK), America’s Bitcoin Miner®, is a market-leading, pure play Bitcoin miner with a proven track record of success. We own and operate a portfolio of mining facilities across the United States powered by globally competitive energy prices. Sitting at the intersection of Bitcoin, energy, operational excellence and capital stewardship, we optimize our mining facilities to deliver superior returns to our shareholders. Monetizing low-cost, high reliability energy by securing the most important finite, global asset – Bitcoin – positions us to prosper in an ever-changing world. Visit our website at www.cleanspark.com.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements include statements concerning anticipated future events and expectations that are not historical facts, such as statements concerning the anticipated use of the net proceeds of the offering and expectations regarding the potential dilutive impact of the Convertible Notes. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. In addition, forward-looking statements are typically identified by words such as “plan,” “believe,” “goal,” “target,” “aim,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” “will” and other similar words and expressions, although the absence of these words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on the current expectations and beliefs of CleanSpark’s management and are inherently subject to a number of factors, risks, uncertainties and assumptions and their potential effects. There can be no assurance that future developments will be those that have been anticipated. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, risks, uncertainties and assumptions, including, among others, risks described in the Company’s prior press releases and in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including under the heading “Risk Factors” in those filings, and other risks the Company may identify from time to time. Forward-looking statements contained herein are made only as to the date of this press release, and the Company assumes no obligation to update or revise any forward-looking statements as a result of any new information, changed circumstances or future events or otherwise, except as required by applicable law.

Investors: 
Harry Sudock, SVP
702-989-7693
ir@cleanspark.com 

Media: 
Eleni Stylianou
702-989-7694
pr@cleanspark.com

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SOURCE CleanSpark, Inc.

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Galaxy Digital Inc. Announces Pricing of $3.507 Billion of Senior Secured Notes

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NEW YORK, July 23, 2026 /PRNewswire/ — Galaxy Digital Inc. (NASDAQ: GLXY) (“Galaxy” or the “Company”), a global leader in digital assets and data center infrastructure, today announced that its indirect wholly owned subsidiary, Galaxy Helios Data Centers II LLC (the “Issuer”), has priced a $3.507 billion private offering (the “Offering”) of 9.875% senior secured notes due 2031 (the “Notes”). The Offering is expected to close on July 28, 2026, subject to market and other conditions.

The Issuer intends to use the net proceeds from the Offering to finance a portion of the development and construction of two buildings containing eight data halls with a combined total of 400 megawatts (“MW”) of utility capacity and 260 MW of critical IT capacity (the “Project”) to be built on an approximately 260-acre property in Dickens County, Texas and to fund debt service reserves.

The Notes will bear interest at a rate of 9.875% per annum payable semi-annually in cash in arrears on February 1 and August 1 of each year, beginning on February 1, 2027 and will mature on August 1, 2031. The Notes will amortize at a rate of 4.00% per annum of the original principal amount subject to adjustment, with amortization payments payable semi-annually with the first payment date to occur at least ten months after the completion of the Project.

The Notes will be fully and unconditionally guaranteed by Galaxy Helios II LLC, a wholly owned direct subsidiary of the Issuer (the “Guarantor”), and will constitute the senior secured obligations of the Issuer and the Guarantor. The Notes and related note guarantee will be secured by first-priority liens on (i) substantially all assets of the Issuer and the Guarantor, other than certain excluded property and (ii) all equity interests of the Issuer held by the direct parent company of the Issuer.

The Offering is subject to market and other conditions, and there can be no assurance as to whether, when or on what terms the Offering may be completed.

The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction, and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and any applicable state securities laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Galaxy

Galaxy Digital Inc. (Nasdaq: GLXY) is a global leader in digital assets and data center infrastructure, delivering solutions that accelerate progress in finance and artificial intelligence. Our digital assets platform offers institutional access to trading, advisory, asset management, staking, self-custody, and tokenization technology. In addition, we develop and operate cutting-edge data center infrastructure to power AI and HPC workloads. Our 1.63 GW Helios campus in Texas positions Galaxy among the largest and fastest-growing data center developers in North America. The Company is headquartered in New York City, with offices across North America, Europe, the Middle East, and Asia.

Forward Looking Statements

This press release includes forward-looking statements, including statements relating to the completion, size and timing of the Offering, the terms of the Notes and the intended use of proceeds. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements represent the Company’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including market interest rates, the satisfaction of the closing conditions related to the Offering and risks relating to the Company’s business, including those described in periodic reports that the Company files from time to time with the SEC. The Issuer may not consummate the proposed Offering described in this press release and, if the proposed Offering is consummated, cannot provide any assurances regarding the final terms of the Offering or the Notes or its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and the Company does not undertake to update the statements included in this press release for subsequent developments, whether as a result of new information, future events, or otherwise, except as may be required by law.

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SOURCE Galaxy Digital Inc.

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The Finish Line that Changed China: Retracing the Long March to Yan’an

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BEIJING, July 23, 2026 /PRNewswire/ — A news report from China.org.cn on the Long March, and what it means for China today:

 

Every journey has a destination.

But some destinations become the beginning of something even greater.

This is Yan’an.

Over 90 years ago, an army of soldiers embarked from Yudu, Jiangxi Province, on a journey that would go down in history.

They crossed snow-capped mountains, vast grasslands and raging rivers, eventually arriving in northern Shaanxi.

Across this grueling 12,500-kilometer journey, they wrote a magnificent epic in human history with willpower and courage.

Here, their Long March came to a victorious end. But a new chapter of history was only beginning.

In Yan’an, the Red Army found time to recover and rebuild, and the Central Committee of the Communist Party of China regrouped, gathering strength for the next chapter.

Here, new ideas were debated, new strategies were shaped, and a vision for China’s future gradually took form.

Today, while preserving its revolutionary legacy, Yan’an has grown into a vibrant, modern city — with a greener environment, thriving industries and happier lives for its people.

Nearly 90 years ago, American journalist Edgar Snow came to northern Shaanxi, seeking to uncover a story that few outside China knew. He later chronicled it in his book “Red Star Over China,” which carried the story of the Long March to the world.

Today, people from around the world are once again retracing those steps.

As part of China International Communications Group (CICG)’s “Together on the Long March” international communication project, participants have spent more than a month retracing the route across six key regions.

From Jiangxi to Shaanxi, they followed the Red Army’s journey and witnessed the remarkable changes that have taken place along the way.

I asked them one simple question: What does this journey mean to you?

Zhavier Harris, marketing and communications manager at the Springfield Urban League, said conversations with local residents and descendants of the Red Army made history feel far more immediate than he had expected.

He said history isn’t as distant as we often think. “We’re only one or two generations from these great sacrifices that led to the development and the greatness that we see from the Communist Party of China and China as a whole.”

David Ferguson, honorary chief English editor at Foreign Languages Press under CICG and a recipient of the 2021 Chinese Government Friendship Award, said the journey deepened his understanding of the Long March.

He said the journey helped him understand not only the historical facts, but also what the Red Army endured. “If you see the Long March merely as a military campaign, it ended in Yan’an. But as a spirit, it has never truly come to an end.”

We came to retrace history. We leave with something more: a deeper understanding of China’s past, a clearer view of its present, and perhaps a greater appreciation for the stories that connect us across cultures.

Edgar Snow called the Long March “an Odyssey unequalled in modern times.” He believed that what sustained it was a flame — consisting of an undimmed ardor, an undying hope and an amazing revolutionary optimism.

Ninety years later, that flame still burns.

Passed down through generations, the spirit of the Long March continues to light China’s path forward.

And as it crosses borders and cultures, it offers the world a glimpse of a nation defined by resilience, perseverance and an enduring drive to move forward.

China Mosaic
http://www.china.org.cn/video/node_7230027.htm 

The Finish Line that Changed China: Retracing the Long March to Yan’an
http://www.china.org.cn/video/2026-07/23/content_118614941.shtml

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SOURCE China.org.cn

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Visa and Lianlian Advance Trusted B2B Agentic Commerce Through LoopXPay’s First Live B2B Agentic Transaction

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First live B2B agentic transaction in Greater China highlights how AI-enabled commerce can help SMBs streamline purchasing and payments, supported by Visa’s Agentic Directory for trusted AI agent interactions

SINGAPORE, July 24, 2026 /PRNewswire/ — Visa (NYSE: V), a global leader in digital payments, and Lianlian DigiTech Co., Ltd. (“Lianlian”), an AI-native global financial infrastructure provider, today announced the first live B2B agentic transaction completed using LoopXPay, Lianlian’s AI agent. 

Small and medium sized businesses (SMBs) often lack dedicated procurement teams and spend valuable time sourcing, purchasing and making payments themselves. In the transaction, the LoopXPay agent was used to source a product sample from a supplier and complete the purchase in a single workflow. The agent identified the purchasing requirement, recommended suitable suppliers, compared options, placed the order and securely executed the payment within a single workflow, while operating within pre-defined spending controls and approval parameters.

The milestone highlights how AI-powered commerce experiences can help SMBs simplify purchasing and payment activities while maintaining appropriate controls and oversight. By enabling AI agents to operate within pre-defined spending parameters and approval controls, businesses can reduce manual effort while retaining visibility into commercial decision-making.

As AI agents become more involved in purchasing and payment activities, businesses will require confidence that transactions are being executed by verified participants, within approved parameters and with appropriate oversight. Capabilities aligned with Visa’s Trusted Agent Protocol can help provide the identity, transparency and controls needed to support these interactions.

As part of the collaboration, LoopXPay has been registered in Visa’s Agentic Directory, enabling participating businesses and merchants to identify verified AI agents within the ecosystem. Supporting the implementation of Visa’s Trusted Agent Protocol, the Agentic Directory helps provide greater transparency into agent-driven interactions and confidence that participating agents have met Visa’s requirements.

“AI-powered commerce experiences can help businesses simplify purchasing and payments while maintaining the controls and oversight they require,” said Darren Parslow, Global Head, Visa Commercial Solutions, Visa. “For SMBs, that means less complexity in managing day-to-day commercial activities and more time focused on growth. As businesses increasingly look to embed intelligence into purchasing and payment experiences, trust will become a critical enabler of adoption. Through our collaboration with Lianlian, we are helping advance the trusted foundations that businesses will need to participate in this next era of commerce with confidence.”

Building on this milestone, Visa and Lianlian are exploring how AI agents can support a broader range of commercial activities, including procurement, digital advertising optimisation and B2B platform payments, helping advance trusted commerce through greater efficiency, transparency and control.

Zhang Zhengyu, Founder, Chairman of the Board and CEO, Lianlian DigiTech, said, “AI is reshaping the entire commercial value chain, where a growing number of business activities will be autonomously executed by AI agents, with payments serving as the critical infrastructure connecting them to global commerce. Leveraging its experience in global cross-border payments, compliance, as well as payment network, LianLian is actively building AI-native financial infrastructure, delivering an integrated suite of capabilities for the Agent Economy, spanning identity verification, transaction authorisation, intelligent payment, and global fund settlement. Through this collaboration with Visa, we aim to combine Lianlian’s AI-native capabilities with Visa’s trusted global network and commercial payment expertise to help businesses transact more securely, intelligently and efficiently in an increasingly agent-driven commerce environment.”

About Visa

Visa (NYSE: V) is a world leader in digital payments, facilitating transactions between consumers, sellers, financial institutions and government entities across more than 200 countries and territories. Our mission is to connect the world through the most innovative, convenient, reliable and secure payments network, enabling individuals, businesses and economies to thrive. We believe that economies that include everyone everywhere, uplift everyone everywhere and see access as foundational to the future of money movement. Learn more at Visa.com.

About Lianlian

Lianlian DigiTech Co., Ltd. (“Lianlian DigiTech” or “Lianlian”) was founded in 2009 and listed on the Main Board of the Hong Kong Stock Exchange in 2024 (stock code: 2598.HK). As China’s leading global provider of digital and intelligent payment services, Lianlian adheres to its mission of “Connecting the world, empowering global commerce” and pursues an “AI-Native + Globalization” strategy. The Company is committed to building a trusted global intelligent financial infrastructure, enabling seamless connectivity between Chinese enterprises and global businesses.  As of now, Lianlian has established a global licensing portfolio comprising 68 payment licenses and related qualifications, and holds a VATP license issued by the Hong Kong SFC. It supports services in more than 200 countries and regions and enables transaction settlement in over 140 currencies, connecting over 180 global e-commerce platforms and serving a cumulative total of over 13.3 million customers. Learn more at www.lianlian.com.

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SOURCE Visa Worldwide Pte. Limited

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