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September 20, 2023
Patrick Fleury
Chief Financial Officer
TERAWULF INC.
9 Federal Street
Easton, MD 21601
Re:TERAWULF INC.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 31, 2023
Form 8-K filed August 14, 2023
File No. 001-41163
Dear Patrick Fleury:
            We have limited our review of your filings to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Notes to Consolidated Financial Statements
Note 2 - Significant Accounting Policies
Impairment of Long-lived Assets, page 71
1.Given the significant decline in the price of bitcoin and disruptions in the
cryptocurrency market in the periods presented, tell us how you considered the factors in
ASC 360-10-35-21 through 22 in evaluating your long-lived assets for recoverability and
potential impairment.

 FirstName LastNamePatrick Fleury
 Comapany NameTERAWULF INC.
 September 20, 2023 Page 2
 FirstName LastName
Patrick Fleury
TERAWULF INC.
September 20, 2023
Page 2
Revenue Recognition - Mining Pool, page 76
2.Please provide us your analysis supporting your revenue recognition policy for your
mining pool participation activities. In your response, where appropriate, reference for us
the authoritative literature you relied upon to support your accounting:
•Provide us a representative sample contract and cross reference your analysis to the
specific provisions of that contract. Be sure to include terms related to the promises
and related performance obligations, calculation of transaction consideration, and
payment;
•Tell us how you determined the term of your contracts and the period of service for
which the mining pool operators determine your compensation.
•Tell us about your process to identify your performance obligations. Refer to ASC
606-10-25-14 to 25-22;
•You disclose that you are entitled to compensation regardless of whether the pool
operator successfully records a block to the bitcoin blockchain, and that you
recognize revenue when it is probable that a significant reversal in the amount of
cumulative revenue recognized will not occur.  Tell us how your accounting policy
considered ASC 606-10-25-23 to 25-25, and when during the contract term you
recognize revenue;
•You disclose that all of the consideration to be received under the contract is
variable.  Tell us your consideration of ASC 606-10-32-11 to 32-12, whether any of
the consideration is constrained and discuss at what point the uncertainty associated
with the variable consideration is resolved and why; and
•You determine the fair value of the cryptocurrency award using the quoted price of
the related cryptocurrency in your principal market at the time of contract inception.
Tell us what your principal market is, and how you determined that it was the
principal market.

 FirstName LastNamePatrick Fleury
 Comapany NameTERAWULF INC.
 September 20, 2023 Page 3
 FirstName LastName
Patrick Fleury
TERAWULF INC.
September 20, 2023
Page 3
Revenue Recognition - Data Center Hosting, page 76
3.Please provide us your analysis supporting your revenue recognition policy for your data
center hosting activities. In your response, where appropriate, reference for us the
authoritative literature you relied upon to support your accounting:
•Provide us a representative sample contract and cross reference your analysis to the
specific provisions of that contract. Be sure to include terms related to the promises
and related performance obligations, calculation of transaction consideration, and
payment;
•Tell us your consideration of whether the agreement represents a lease under ASC
842;
•Tell us what consideration is payable in cryptocurrency, which cryptocurrencies you
accept as payment, and how those amounts are determined; and
•You determine the fair value of the cryptocurrency award using the quoted price of
the related cryptocurrency in your principal market at the time of contract inception.
Tell us what your principal market is, and how you determined that it was the
principal market.
Cryptocurrencies, page 76
4.Please tell us, and revise future filings, to disclose how you determine the quoted price of
your digital assets and the principal market(s) used. Tell us how you identify these
market(s). Refer to ASC Topic 820 and ASC 820-10- 35-5A.
5.We note your disclosure on page 77 and from the Statement of Cash Flows, that you
have classified activities related to digital currency as part of operating cash flows in the
Consolidated Statement of Cash Flows. Please provide your accounting analysis
supporting your conclusion that this activity is properly classified within cash flow from
operating activities, instead of cash flows from investing activities.
Form 8-K filed August 14, 2023
Exhibit 99.1 Press Release, dated August 14, 2023
Key Non-GAAP Metrics, page 2
6.We note that revenue is a defined term under ASC 606.  Please tell us your consideration
of whether the use of the term in your Revenue - Self-Mining Equivalent, Revenue-
Hosting and Revenue Equivalent per Bitcoin would be misleading under Regulation G
101(b).  Refer also to question 100.04 of the Compliance and Disclosure Interpretations
for Non-GAAP Financial Measures, updated December 13, 2022.
7.Please tell us how you determined 'Revenue - Hosting' of $1.1 million in the 3 months
ended 6/30/23, and how that compares to the $1.7 million of data center hosting revenue
for the three months ended June 30, 2023 you report on page 16 of your Form 10-Q for
the Quarterly Period Ended June 30, 2023.  Similarly, please explain how you determined

 FirstName LastNamePatrick Fleury
 Comapany NameTERAWULF INC.
 September 20, 2023 Page 4
 FirstName LastName
Patrick Fleury
TERAWULF INC.
September 20, 2023
Page 4
'Revenue - Hosting' of $1.2 million in the 3 months ended 3/31/23, and how that
compared to the $2.3 million of data center hosting revenue for the three months ended
March 31, 2023 you report on page 16 of your Form 10-Q for the Quarterly Period Ended
March 31, 2023.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Rolf Sundwall at 202-551-3105 or David Irving at 202-551-3321 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets