SEC Comment Letter 0000000000-23-000938 to TERAWULF INC. (WULF) (CIK 0001083301) (WULF)
TERAWULF INC. (WULF) (CIK 0001083301)
Date: Jan. 27, 2023 · CIK: 0001083301 · Accession: 0000000000-23-000938
AI Filing Summary & Sentiment
File numbers found in text: 333-268563
Letter
United States securities and exchange commission logo January 27, 2023 Paul Prager Chief Executive Officer TeraWulf Inc. 9 Federal Street Easton, Maryland 21601 Re:TeraWulf Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed December 23, 2022 File No. 333-268563 Dear Paul Prager: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-3/A Filed December 23, 2022 Business Overview, page 1 1.Supplement your disclosure of the mining pool agreement with Foundry to explain how the pool is operated. Additionally, discuss the ownership structure of the mining facilities and assets subject to the pool. Finally, we note that Genesis, an entity owned by the crypto conglomerate Digital Currency Group, which also owns Foundry, has filed for Chapter 11 bankruptcy protection. To the extent material, please provide risk factor disclosure addressing the risks resulting from indirect exposure to Genesis and Digital Currency Group.
FirstName LastNamePaul Prager Comapany NameTeraWulf Inc. January 27, 2023 Page 2 FirstName LastName Paul Prager TeraWulf Inc. January 27, 2023 Page 2 2.Revise to disclose whether you have a specific policy for how you will determine when to sell Bitcoin for fiat currency to fund operations or growth and through what exchange you intend to sell your bitcoin. Additionally, disclose the material terms of your agreements with Foundry Digital LLC and the NYDIG entities and file them as exhibits to your registration statement. Exhibits 3.Please file as an exhibit to your registration statement the joint venture agreement with Talen Energy Corporation. Please contact Marion Graham, Law Clerk, at 202-551-6521 or Joshua Shainess, Legal Branch Chief, at 202-551-7951 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: David Huntington
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United States securities and exchange commission logo
January 27, 2023
Paul Prager
Chief Executive Officer
TeraWulf Inc.
9 Federal Street
Easton, Maryland 21601
Re:TeraWulf Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed December 23, 2022
File No. 333-268563
Dear Paul Prager:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3/A Filed December 23, 2022
Business Overview, page 1
1.Supplement your disclosure of the mining pool agreement with Foundry to explain how
the pool is operated. Additionally, discuss the ownership structure of the mining facilities
and assets subject to the pool. Finally, we note that Genesis, an entity owned by the
crypto conglomerate Digital Currency Group, which also owns Foundry, has filed for
Chapter 11 bankruptcy protection. To the extent material, please provide risk factor
disclosure addressing the risks resulting from indirect exposure to Genesis and Digital
Currency Group.
FirstName LastNamePaul Prager
Comapany NameTeraWulf Inc.
January 27, 2023 Page 2
FirstName LastName
Paul Prager
TeraWulf Inc.
January 27, 2023
Page 2
2.Revise to disclose whether you have a specific policy for how you will determine when to
sell Bitcoin for fiat currency to fund operations or growth and through what exchange you
intend to sell your bitcoin. Additionally, disclose the material terms of your agreements
with Foundry Digital LLC and the NYDIG entities and file them as exhibits to your
registration statement.
Exhibits
3.Please file as an exhibit to your registration statement the joint venture agreement with
Talen Energy Corporation.
Please contact Marion Graham, Law Clerk, at 202-551-6521 or Joshua Shainess, Legal
Branch Chief, at 202-551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: David Huntington