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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

AI Filing Summary & Sentiment

File numbers found in text: 333-268563

Date
March 17, 2023
Author
Not clearly detected
Form
CORRESP
Company
TERAWULF INC. (WULF) (CIK 0001083301)

Letter

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.

Show Raw Text
CORRESP
1
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