SEC Comment Letter 0000000000-23-001901 to TERAWULF INC. (WULF) (CIK 0001083301) (WULF)
TERAWULF INC. (WULF) (CIK 0001083301)
Date: Feb. 27, 2023 · CIK: 0001083301 · Accession: 0000000000-23-001901
AI Filing Summary & Sentiment
File numbers found in text: 333-268563
Letter
United States securities and exchange commission logo February 27, 2023 Paul Prager Chief Executive Officer TeraWulf Inc. 9 Federal Street Easton, Maryland 21601 Re:TeraWulf Inc. Amendment No. 2 to Registration Statement on Form S-3 Filed February 14, 2023 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. Unless we note otherwise, our references to prior comments are to comments in our January 27, 2023 letter. Amendment No. 2 to Registration Statement on Form S-3 Exhibits 1.Revise your exhibit index to include active hyperlinks to all exhibits, including those you incorporate by reference. Refer to Rule 105(d) of Regulation S-T. 2.We note the redaction of certain exhibits filed and your notation of "redactions made" at the top of those exhibits. If you intend to redact information pursuant to Item 601(b)(10)(iv) of Regulation S-K, please revise to include a prominent statement on the first page of the filed version of each redacted exhibit that certain identified information has been excluded from the exhibit because it both (i) is not material. Additionally, include a notation in the exhibit index indicating that portions of the exhibit have been omitted.
FirstName LastNamePaul Prager Comapany NameTeraWulf Inc. February 27, 2023 Page 2 FirstName LastName Paul Prager TeraWulf Inc. February 27, 2023 Page 2 Please contact Marion Graham, Law Clerk, at 202-551-6521 or Jan Woo, Legal Branch Chief, at 202-551-3453 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
February 27, 2023
Paul Prager
Chief Executive Officer
TeraWulf Inc.
9 Federal Street
Easton, Maryland 21601
Re:TeraWulf Inc.
Amendment No. 2 to Registration Statement on Form S-3
Filed February 14, 2023
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. Unless we note
otherwise, our references to prior comments are to comments in our January 27, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-3
Exhibits
1.Revise your exhibit index to include active hyperlinks to all exhibits, including those you
incorporate by reference. Refer to Rule 105(d) of Regulation S-T.
2.We note the redaction of certain exhibits filed and your notation of "redactions made" at
the top of those exhibits. If you intend to redact information pursuant to
Item 601(b)(10)(iv) of Regulation S-K, please revise to include a prominent statement on
the first page of the filed version of each redacted exhibit that certain identified
information has been excluded from the exhibit because it both (i) is not
material. Additionally, include a notation in the exhibit index indicating that portions of
the exhibit have been omitted.
FirstName LastNamePaul Prager
Comapany NameTeraWulf Inc.
February 27, 2023 Page 2
FirstName LastName
Paul Prager
TeraWulf Inc.
February 27, 2023
Page 2
Please contact Marion Graham, Law Clerk, at 202-551-6521 or Jan Woo, Legal Branch
Chief, at 202-551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: David Huntington