SEC Comment Letter 0000000000-24-001203 to TERAWULF INC. (WULF) (CIK 0001083301) (WULF)
TERAWULF INC. (WULF) (CIK 0001083301)
Date: Jan. 31, 2024 · CIK: 0001083301 · Accession: 0000000000-24-001203
AI Filing Summary & Sentiment
File numbers found in text: 333-274788
Letter
United States securities and exchange commission logo January 31, 2024 Paul B. 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 January 16, 2024 File No. 333-274788 Dear Paul B. Prager: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our December 27, 2023 letter. Amendment No. 2 to Registration Statement on Form S-3 Prospectus Summary Business Overview, page 4 1.We note your response to comment 2. Please further revise your breakeven analysis to illustrate the impact of hardware purchasing costs on your mining operations, among other costs. In this regard, we note from pages 12 and 21, respectively, of your Form 10-Q/A for the quarter ended September 30, 2023, that your miners generally have a useful life of four years and that you recognized $8.2 million of depreciation expense related to property, plant and equipment for the quarter. Given this expense and the fact that you will have to replace your miners every few years, it appears that the cost of purchasing mining equipment is a substantial expense that will impact the success of your mining operations.
FirstName LastNamePaul B. Prager Comapany NameTeraWulf Inc. January 31, 2024 Page 2 FirstName LastName Paul B. Prager TeraWulf Inc. January 31, 2024 Page 2 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
Show Raw Text
United States securities and exchange commission logo
January 31, 2024
Paul B. 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 January 16, 2024
File No. 333-274788
Dear Paul B. Prager:
We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our December 27, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-3
Prospectus Summary
Business Overview, page 4
1.We note your response to comment 2. Please further revise your breakeven analysis to
illustrate the impact of hardware purchasing costs on your mining operations, among other
costs. In this regard, we note from pages 12 and 21, respectively, of your Form 10-Q/A for
the quarter ended September 30, 2023, that your miners generally have a useful life of
four years and that you recognized $8.2 million of depreciation expense related to
property, plant and equipment for the quarter. Given this expense and the fact that you
will have to replace your miners every few years, it appears that the cost of purchasing
mining equipment is a substantial expense that will impact the success of your mining
operations.
FirstName LastNamePaul B. Prager
Comapany NameTeraWulf Inc.
January 31, 2024 Page 2
FirstName LastName
Paul B. Prager
TeraWulf Inc.
January 31, 2024
Page 2
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