CLEANSPARK, INC. Completion of Acquisition or Disposal of Assets, Financial Statements and Exhibits (Form 8-K/A)

Item 2.01 Completion of Acquisition or Disposal of Assets.

Reference is made to Original 8-K for a description of the Transaction, which description is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

a) Financial statements of acquired companies or funds.

The audited combined financial statements of WAHA Technologies, Inc. and SPRE Commercial Group, Inc. as of and for the financial year ended December 31, 2021, together with the notes thereto and the auditor’s report thereon are filed as Exhibit 99.1 and are incorporated herein by reference. The unaudited interim financial statements of WAHA Technologies, Inc. and SPRE Commercial Group, Inc.
from and for the six months ended June 30, 2022, and the notes thereto are filed as Exhibit 99.2 and are incorporated herein by reference. The consent of BPS & Associates, LLCauditors of the combined financial statements of WAHA and RPSincluding its report with the audited combined financial statements of WAHA and RPS is attached as Exhibit 23.1 to this current report.

(b) Pro forma financial information.

The unaudited combined pro forma condensed financial information of the Company as at and for the nine months ended June 30, 2022 and as of and for the year ended September 30, 2021and notes thereto, are filed as Exhibit 99.3 and incorporated by reference herein.

(d) Exhibits.

Exhibit                                 Description
Number

23.1         Consent of BPS & Associates, LLC, auditors of the combined
           financial statements of WAHA and SPRE.
99.1         Audited combined financial statements of WAHA Technologies, Inc.
           and SPRE Commercial Group, Inc. as of and for the year ended December
           31, 2021.
99.2         Unaudited interim financial statements of WAHA Technologies, Inc.
           and SPRE Commercial Group, Inc. as of and for the six months ended
           June 30, 2022.
99.3         Unaudited pro forma condensed combined financial information of the
           Company as of and for the nine months ended June 30, 2022 and for the
           year ended September 30, 2021.
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