SecProbe.io

United States securities and exchange commission logo
October 20, 2023
Paul B. Prager
Chief Executive Officer
TeraWulf Inc.
9 Federal Street
Easton, Maryland 21601
Re:TeraWulf Inc.
Registration Statement on Form S-3
Filed September 29, 2023
File No. 333-274788
Dear Paul B. Prager:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-3
General
1.Please confirm your understanding that we will not be in a position to declare your Form
S-3 effective until all outstanding comments regarding your Form 10-K for the fiscal year
ended December 31, 2022 have been resolved.  In addition, to the extent that any
comments related to our review of your Form 10-K apply to disclosure in the Form S-3,
please make corresponding revisions to all affected disclosure.  Please also confirm that
you will include in future Exchange Act filings all applicable disclosures you include, or
will include, in your Form S-3 in response to our comments.
Prospectus Summary
Business Overview, page 4
2.Please include an expanded description of your miners disclosing:
•the types of miners your own;

 FirstName LastNamePaul B. Prager
 Comapany NameTeraWulf Inc.
 October 20, 2023 Page 2
 FirstName LastName
Paul B. Prager
TeraWulf Inc.
October 20, 2023
Page 2
•the average, mean and range of the ages of your miners;
•the average downtime due to scheduled maintenance and non-scheduled
maintenance; and
•the average, mean and range of the energy efficiency of your miners.
3.Please provide a comprehensive breakeven analysis for your bitcoin mining
operations that compares the cost to earn/mine one bitcoin with the market value of one
mined bitcoin. Your analysis should identify and explain all relevant inputs used in your
calculation and the key assumptions used in preparing it.  Quantitative tabular disclosure
may be helpful. Please also discuss any known trends related to your breakeven analysis
as of the most recent practicable date, such as whether your cost of revenue and mining
inputs (e.g., electricity costs) have materially increased or decreased in recent periods.
Description of Capital Stock, page 10
4.Please revise this section to provide all information required by Regulation S-K Item
202(c) regarding the warrants overlying the securities offered.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jessica Livingston at 202-551-3448 or David Lin at 202-551-3552 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets