Correspondence 0000950142-23-000740 from TERAWULF INC. (WULF) (CIK 0001083301) (WULF)
TERAWULF INC. (WULF) (CIK 0001083301)
Date: March 17, 2023 · CIK: 0001083301 · Accession: 0000950142-23-000740
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File numbers found in text: 333-268563
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CORRESP
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filename1.htm
TERAWULF
INC.
9 Federal Street
Easton, Maryland 21601
March 17, 2023
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Marion Graham
Re:
TeraWulf Inc.
Registration Statement on Form S-3
Filed March 10, 2023
File No. 333-268563
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, we hereby request that the effective date of the above-referenced Registration Statement
on Form S-3 (as amended, the “Registration Statement”) of TeraWulf Inc. (the “Company”)
be accelerated to March 21, 2023 at 4:00 p.m., Eastern time, or as soon thereafter as may be practicable.
We understand that the Staff
will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as
they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing,
please contact David Huntington of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3124.
* * * * *
Very truly yours,
TERAWULF INC.
By:
/s/ STEFANIE FLEISCHMANN
Name:
Stefanie Fleischmann
Title:
General Counsel