SEC Comment Letter 0000000000-24-002951 to TERAWULF INC. (WULF) (CIK 0001083301) (WULF)
TERAWULF INC. (WULF) (CIK 0001083301)
Date: March 19, 2024 · CIK: 0001083301 · Accession: 0000000000-24-002951
AI Filing Summary & Sentiment
File numbers found in text: 333-274788
Letter
United States securities and exchange commission logo March 19, 2024 Paul B. Prager Chief Executive Officer TeraWulf Inc. 9 Federal Street Easton, Maryland 21601 Re:TeraWulf Inc. Amendment No. 3 to Registration Statement on Form S-3 Filed March 8, 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 January 31, 2024 letter. Amendment No. 3 to Registration Statement on Form S-3 General 1.We note that in this amendment, the aggregate amount of common shares being offered does not reconcile with the amount reflected in your fee table. Please reconcile. Prospectus Summary Business Overview, page 4 2.Please revise the table headed "Cost of mining - Analysis of costs to mine one bitcoin" at pages 7 – 8 to account for your mining equipment depreciation expenses in recent periods, consistent with your revised narrative disclosures regarding the same in response to comment 1.
FirstName LastNamePaul B. Prager Comapany NameTeraWulf Inc. March 19, 2024 Page 2 FirstName LastName Paul B. Prager TeraWulf Inc. March 19, 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
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United States securities and exchange commission logo
March 19, 2024
Paul B. Prager
Chief Executive Officer
TeraWulf Inc.
9 Federal Street
Easton, Maryland 21601
Re:TeraWulf Inc.
Amendment No. 3 to Registration Statement on Form S-3
Filed March 8, 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 January 31, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-3
General
1.We note that in this amendment, the aggregate amount of common shares being offered
does not reconcile with the amount reflected in your fee table. Please reconcile.
Prospectus Summary
Business Overview, page 4
2.Please revise the table headed "Cost of mining - Analysis of costs to mine one bitcoin" at
pages 7 – 8 to account for your mining equipment depreciation expenses in recent periods,
consistent with your revised narrative disclosures regarding the same in response to
comment 1.
FirstName LastNamePaul B. Prager
Comapany NameTeraWulf Inc.
March 19, 2024 Page 2
FirstName LastName
Paul B. Prager
TeraWulf Inc.
March 19, 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