3. ACQUISITIONS (Tables)

3 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of MIG Consideration

The Company accounted for this transaction as an acquisition of a business. The fair value of the consideration given to the 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

Schedule of MIG Purchase Price Allocation

($ in thousands)	Preliminary 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

The contingent purchase price pertaining to the 1,100,890 earn-out shares has been classified as a liability in the Consolidated Balance Sheets in accordance with ASC 480, and accordingly is 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 $485 in other income expense in the consolidated statements of operations and comprehensive loss.

Schedule of WAHA and SPRE Consideration

The Company determined the fair value of the consideration given to the Sellers in connection with the transaction and the allocation of the purchase price in accordance with ASC 820 were as follows:

Consideration: ($ in thousands)	Fair Value
Cash	$	19,772
Financing provided by Seller		1,962
Mortgage assumed		2,158
Total Consideration	$	23,892

Schedule of WAHA and SPRE Purchase Price Allocation

Purchase Price Allocation ($ in thousands)	Preliminary Allocation at Acquisition Date
Land	$	100
Building/Improvements		14,700
Miners		9,092
Total	$	23,892

Schedule of Unaudited Pro Forma Information Assuming Acquisitions

The following is the unaudited pro forma information assuming the acquisition of Mawson and WAHA occurred on October 1, 2021:

	For the Three Months Ended
($ in thousands, except share and per share)	December 31, 2021
Net sales from continuing operations	$	46,137
Income from continuing operations	$	16,662
Income from continuing operations per common share - basic	$	0.41
Weighted average common shares outstanding – basic		40,279,938
Income from continuing operations per common share - diluted	$	0.41
Weighted average common shares outstanding – diluted		40,485,761