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Correspondence 0001104659-24-041786 from TERAWULF INC. (WULF) (CIK 0001083301) (WULF)

TERAWULF INC. (WULF) (CIK 0001083301)
Date: April 1, 2024 · CIK: 0001083301 · Accession: 0001104659-24-041786

AI Filing Summary & Sentiment

File numbers found in text: 333-274788

Date
April 1, 2024
Author
Chief Legal Officer
Form
CORRESP
Company
TERAWULF INC. (WULF) (CIK 0001083301)

Letter

TERAWULF INC.

9 Federal Street

Easton, Maryland 21601

April 1, 2024

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jessica Livingston and David Lin

Re:

TeraWulf Inc.

Registration Statement on Form S-3

Filed on September 29, 2023

File No. 333-274788

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 April 1, 2024 at 4:30 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 Michael S. Lee of Reed Smith LLP at (212) 549 0358.

Very truly yours,
TERAWULF INC.

Show Raw Text
CORRESP
1
filename1.htm

TERAWULF
INC.

9 Federal Street

Easton, Maryland 21601

April 1, 2024

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jessica Livingston and David Lin

    Re:

    TeraWulf Inc.

    Registration Statement on Form S-3

    Filed on September 29, 2023

    File No. 333-274788

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 April 1, 2024 at 4:30 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 Michael S. Lee of Reed Smith LLP at (212) 549 0358.

    Very truly yours,

    TERAWULF INC.

    By:
    /s/ Stefanie Fleischmann

    Name:
    Stefanie Fleischmann

    Title:
    Chief Legal Officer