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TERAWULF INC.

9 Federal Street

Easton, Maryland 21601

October 11, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Rolf Sundwall and Mr. David Irving

Re: TERAWULF INC.

Form 10-K for the Fiscal Year Ended December
31, 2022

Filed March 31, 2023

Form 8-K filed August 14, 2023

File No. 001-41163

Dear Mr. Sundwall and Mr. Irving:

On behalf of TeraWulf, Inc. (“TeraWulf” or the “Company”),
we are providing the following response to the comments on the above-referenced reports provided by staff members (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) by letter dated September 20, 2023. To assist in your review, we
have included the heading and comment from that letter in italics followed by the Company’s response in regular typeface.

Form 10-K for the Fiscal Year Ended December 31, 2022

Notes to Consolidated Financial Statements

Note 2 - Significant Accounting Policies

Impairment of Long-lived Assets, page 71

 1. Given the significant decline in the price of bitcoin and disruptions in the cryptocurrency market in the periods presented, tell
us how you considered the factors in ASC 360-10-35-21 through 22 in evaluating your long-lived assets for recoverability and potential
impairment.

Response:

We acknowledge the Staff’s comment and respectfully advise the
Staff that we considered guidance at ASC 360 when evaluating long-lived assets for recoverability and potential impairment as of December
31, 2022. Per ASC 360-10-35-21, a long-lived asset (asset group) shall be tested for recoverability whenever events or changes in circumstances
indicate that its carrying amount may not be recoverable. Although this guidance does not dictate a formal requirement to test for impairment
annually, we evaluated the example indicators provided in ASC 360-10-35-21 to determine whether potential triggering events or changes
in circumstances had occurred as of December 31, 2022.

In identifying our asset group(s), we considered guidance at ASC 360-10-35-23
which states that a long-lived asset (or assets) shall be grouped with other assets and liabilities at the lowest level for which identifiable
cash flows are largely independent of the cash flows of other assets and

Securities and Exchange Commission

October 11, 2023

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liabilities. As of December 31, 2022, substantially all of the
Company’s property, plant and equipment were deployed at the mining facility in New York (“Lake Mariner facility”) to
support bitcoin mining operations, which commenced in March 2022 and continued throughout the fiscal year ended December 31, 2022, or
was construction in process relating to Building 2. As such, we identified the asset group as the Lake Mariner facility for purposes of
this assessment.

In accordance with ASC 360-10-35-21 (a) and (b), we considered whether
there was a significant decrease in the market price of the long-lived asset group or whether there was a significant adverse change in
the extent or manner in which the long-lived asset group was being used or in its physical conditions. As of December 31, 2022, we reported
property, plant and equipment, net of $191.5 million, primarily consisting of miners in service, deposits on miners not yet received,
leasehold improvements and construction in process on Building 2. As disclosed in Note 12, Commitments and Contingencies, of our Form
10-K for the Fiscal Year Ended December 31, 2022, the Company entered into and paid deposits for various sale and purchase agreements
with Bitmain Technologies Limited (“Bitmain”) for the purchase of bitcoin miners, the first of which were entered into during
December 2021 (the “2021 Agreements”). In September 2022 through December 2022, the Company subsequently cancelled certain
batches of miners originally scheduled for delivery under the 2021 Agreements (representing 12,000 of the 18,000 originally contracted
miners) and entered into renegotiated Future Sale and Purchase Agreements (the “2022 Agreements’). The Company’s original
deposits on miners under the 2021 Agreements were applied as credits to fully satisfy the purchase price of the 2022 Agreements, reflecting
the current market price of miners at the time of renegotiation, where the price of miners is positively correlated to the price of bitcoin
(see considerations of ASC 360-10-35-21 (c) in the following paragraph for further discussion regarding the decline in bitcoin prices
during the fiscal year ended December 31, 2022). During the fiscal year ended December 31, 2022, the majority of miners placed into service
were installed during Q3 and Q4 2022 subsequent to the completion of construction on Building 1, and comprised the then most recently
released air-cooled series of miners produced by Bitmain (i.e., the S19 series). Furthermore, as disclosed in Note 11, Joint Venture,
of our Form 10-K for the Fiscal Year Ended December 31, 2022, approximately 5,000 of the miners placed in service at the Lake Mariner
facility were received as distributions from Nautilus Cryptomine LLC (“Nautilus” or the “Joint Venture), such that the
miners were written down to fair value upon distribution and the Company recognized its portion of the loss as a component of equity in
net loss of investee, net of tax within the consolidated statement of operations for the year ended December 31, 2022. Based on these
considerations, and as the Lake Mariner facility was fully operational with Building 1 and construction substantially complete on Building
2 (with no further plans to significantly change operations outside of continued expansion with additional buildings at the facility),
we did not identify any significant changes in market price or the extent or manner in which the long-lived asset group was being used
that would indicate impairment as of December 31, 2022.

In accordance with ASC 360-10-35-21 (c), we considered whether a significant
adverse change in legal factors or in the business climate that could affect the value of the long-lived asset group, including an adverse
action or assessment by a regulator, indicated that its carrying value may not be recoverable. Throughout the fiscal year ended December
31, 2022, the Company monitored the price of bitcoin which declined from over $46 thousand per bitcoin as of January

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1, 2022, to approximately
$20 thousand per bitcoin in Q2 2022 and further down to $16.5 thousand per bitcoin as of December 31, 2022. Based on management’s
assessment, the declines in the price of bitcoin were not primarily driven by adverse changes in legal factors, but more correlated with
multiple cryptocurrency market participants filing for bankruptcy during 2022 resulting in a loss of confidence in participants of the
digital asset ecosystem and negative publicity surrounding digital assets more broadly. Although the declines in the price of bitcoin
are significant year over year, management does not believe this to be indicative of impairment in the value of our long-lived asset group
(the Lake Mariner facility). The price of bitcoin has historically been volatile; over the last 10 years, the price of bitcoin has fluctuated
frequently and significantly from values less than $1 thousand per bitcoin to over $68 thousand in November 2021. Management determined
the decrease in price noted during the fiscal year ended December 31, 2022, was not dissimilar to price drops historically experienced
and, as such, management did not believe there to be indications of a permanent, non-temporary decrease in the price of bitcoin. Additionally,
we continued operating our miners profitably (despite the lower Q4 2022 bitcoin prices) except for certain days with significant electricity
spikes due to excessive winter-condition grid demand. Separately, construction on Building 1 of the facility was recently completed with
Building 2 continuing to be constructed to expand mining operations, and such infrastructure and related electrical equipment were unaffected
by fluctuations in the price of bitcoin. Additionally, the Company had taken steps to mitigate the risk that our miners may become unprofitable
by deploying miners at the Lake Mariner facility that are Bitmain’s current generation and power-efficient models, and had no plans
of discontinuing or scaling back operations in response to the declines in the price of bitcoin as of December 31, 2022. Furthermore,
deposits on miners expected to be placed in service in the near-term were renegotiated at prices reflecting current prices of miners as
of Q4 2022.

In accordance with ASC 360-10-35-21 (e), we considered whether a current-period
operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast demonstrated continuing
losses associated with the use of the long-lived asset group. Although the Company reported operating losses of $43.7 million and net
cash used in operating activities from continuing operations of $32.3 million during the fiscal year ended December 31, 2022, this was
within management’s expectations as mining operations continue to grow towards profitability. As noted above, mining operations
began in March 2022 with the majority of miners being placed in service starting in Q3 2022 or later, resulting in reported revenues of
only $15.0 million for the year (versus costs of revenue and operations of $58.8 million). Additionally, operations at the Lake Mariner
facility had not yet grown to the scale required to support its principal operations. For the majority of the fiscal year ended December
31, 2022, the Lake Mariner facility supported only 10 MW of total mining capacity which increased to 60 MW of total mining capacity by
December 31, 2022. As disclosed within Exhibit 99.1 to our Current Report on Form 8-K filed on August 14, 2023, as of Q2 2023 the Company
completed construction on Building 2 in accordance with its planned growth, expanding total mining capacity to 110MW (representing approximately
34,000 miners) and has begun to expand the Lake Mariner facility with the addition of a third building, which will house an incremental
43 MW of bitcoin mining capacity. Based on the considerations above, we determined the operating and cash flow losses reflected the early
stage of the Company’s mining operations and were not indicative of impairment of the long-lived asset group.

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We also evaluated the examples in ASC 360-10-35-21 (d) and (f), and
did not identify an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction
of the long-lived asset group nor a current expectation that, more likely than not, the long-lived asset group will be sold or otherwise
disposed of significantly before the end of its previously estimated useful life.

Revenue Recognition – Mining Pool, page 76

 2. Please provide us your analysis supporting your revenue recognition policy for your mining pool participation activities. In your
response, where appropriate, reference for us the authoritative literature you relied upon to support your accounting:

 • Provide us a representative sample contract and cross reference your analysis to the specific provisions of that contract. Be sure
to include terms related to the promises and related performance obligations, calculation of transaction consideration, and payment;

 • Tell us how you determined the term of your contracts and the period of service for which the mining pool operators determine your
compensation.

 • Tell us about your process to identify your performance obligations. Refer to ASC 606-10-25-14 to 25-22;

 • You disclose that you are entitled to compensation regardless of whether the pool operator successfully records a block to the
bitcoin blockchain, and that you recognize revenue when it is probable that a significant reversal in the amount of cumulative revenue
recognized will not occur. Tell us how your accounting policy considered ASC 606-10-25-23 to 25-25, and when during the contract term
you recognize revenue;

 • You disclose that all of the consideration to be received under the contract is variable. Tell us your consideration of ASC 606-10-32-11
to 32-12, whether any of the consideration is constrained and discuss at what point the uncertainty associated with the variable consideration
is resolved and why; and

 • You determine the fair value of the cryptocurrency award using the quoted price of the related cryptocurrency in your principal
market at the time of contract inception. Tell us what your principal market is, and how you determined that it was the principal market.

Response:

The Company respectfully advises the Staff that it performed an analysis
of its revenue recognition related to mining pool activities in accordance with ASC 606, Revenue from Contracts with Customers. The Company
has included the Foundry USA Pool Service Agreement, dated August 27, 2020 (effective during the fiscal year ended December 31, 2022),
as Exhibit 10.1 within our Form 8-K filed with the SEC on February 1, 2023. Please see Appendix A.1 for a representative sample contract
with the customer (the “Pool Operator”). Though there is not a countersigned agreement with the Pool Operator, the Pool activities
are subject to the Service Agreement and Terms and Conditions (each found on the Pool Operator’s website) that govern any entity’s
interaction with the Pool Operator in that capacity. Specifically, the Service Agreement states,

"By accessing and using the Pool, User accepts and agrees
to the Terms, conditions, and Privacy Policy (collectively, the “Service Agreement”). As the operator of the Pool, Foundry
shall provide a mining Pool Service (as defined below) to Users under the Service Agreement.”

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These agreements include the normal rights and obligations found in
most contracts, including each party’s responsibilities, term, compensation, termination rights, limitation of liability, warranty
(disclaimer thereof), and choice of law. The contract documents are enforceable and the arrangement is deemed a contract.

We determined the term of the contract and the period of service for
which the Pool Operator determines our compensation in accordance with Section 7 of the Service Agreement, Term and Termination. Specifically,
subsections (a) and (b) state,

“a. the Service Agreement will be in full force and
effect until User’s access and usage rights to the Pool and Service are terminated by either User or Foundry in accordance with
the Service Agreement, or as otherwise agreed upon between Foundry and User (“Term”).

b. User may terminate the Service Agreement at any time upon
settlement of any pending transactions.”

The Pool Operator provides additional information within the Pool FAQs
available on its website, including expanded explanation about information such as the payout scheme. Specifically, “Foundry USA
Pool pays out to all pool members according to the Full-Pay-Per-Share (FPPS) payout scheme. Daily Earnings are calculated from midnight-to-midnight
UTC time, and the sub-account balance is credited one hour later at 1 AM UTC time.” As the Pool Operator settles payments with Users
under the arrangement daily, the Company initially determined per (b) above that the contract provides us the right to terminate the contract
each 24-hour period, auto-renewing so long as participation in the Pool continues. Upon re-evaluating these terms in response to the Staff’s
question, we identified certain factors that indicate the contract term is less than each successive 24-hour period. Specifically, the
contract does not dictate any limitation to the customer’s (Pool Operator’s) ability to terminate the