UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
TERAWULF
Inc. |
| (Name of Issuer) |
| |
Common
stock, par value $0.001 per share |
| (Title of Class of Securities) |
| |
88080T 104 |
| (CUSIP Number) |
| |
Stammtisch Investments LLC
9 Federal Street
Easton, Maryland 21601
(410) 770-9500
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
| |
October 9, 2024 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Act”), or otherwise subject to the liabilities of Section 18 of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
|
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 2
of 12 |
| 1 |
NAME OF REPORTING PERSON
Stammtisch Investments LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
4,198,883 |
| 8 |
SHARED VOTING POWER
-0- |
| 9 |
SOLE DISPOSITIVE POWER
4,198,883 |
| 10 |
SHARED DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,198,883 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1% (1) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
| (1) | Based
on 382,597,605 shares of common stock, par value $0.001 per share (“Common Stock”), of TeraWulf Inc. (the “Issuer”)
issued and outstanding as of August 9, 2024, as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed August 13, 2024. |
|
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 3
of 12 |
| 1 |
NAME OF REPORTING PERSON
Paul B. Prager |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
27,984,880 |
| 8 |
SHARED VOTING POWER
-0- |
| 9 |
SOLE DISPOSITIVE POWER
27,984,880 |
| 10 |
SHARED DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,984,880 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3% (2) |
|
| 14 |
TYPE OF REPORTING PERSON
IN |
|
| (2) | | Based on 382,597,605 shares of
Common Stock of the Issuer, issued and outstanding as of August 9, 2024, as set forth in the Issuer’s Quarterly Report on Form
10-Q, dated August 13, 2024. Aggregate amount beneficially owned includes 1,971,778 warrants, exercisable at any time at the option
of the holder thereof for an equal number of fully paid and non-assessable shares of the Issuer’s Common Stock. |
|
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 4
of 12 |
| 1 |
NAME OF REPORTING PERSON
Lucky Liefern LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
654,706 |
| 8 |
SHARED VOTING POWER
-0- |
| 9 |
SOLE DISPOSITIVE POWER
654,706 |
| 10 |
SHARED DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
654,706 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% (3) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
| (3) | | Based on 382,597,605 shares of Common Stock of the Issuer, issued and outstanding
as of August 9, 2024, as set forth in the Issuer’s Quarterly Report on Form 10-Q, dated August 13, 2024.
|
|
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 5
of 12 |
| 1 |
NAME OF REPORTING PERSON
Heorot Power Holdings LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
5,000 |
| 8 |
SHARED VOTING POWER
-0- |
| 9 |
SOLE DISPOSITIVE POWER
5,000 |
| 10 |
SHARED DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (4) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
| (4) | | Based on 382,597,605 shares of Common Stock of the Issuer, issued and outstanding
as of August 9, 2024, as set forth in the Issuer’s Quarterly Report on Form 10-Q, dated August 13, 2024. |
|
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 6
of 12 |
| 1 |
NAME OF REPORTING PERSON
Allin WULF LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
1,971,778 |
| 8 |
SHARED VOTING POWER
-0- |
| 9 |
SOLE DISPOSITIVE POWER
1,971,778 |
| 10 |
SHARED DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,971,778 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (5) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
| (5) | | Based on 382,597,605 shares of Common Stock of the Issuer, issued and outstanding
as of August 9, 2024, as set forth in the Issuer’s Quarterly Report on Form 10-Q, dated August 13, 2024. Aggregate amount beneficially
owned includes 1,971,778 warrants, exercisable at any time at the option of the holder thereof for an equal number of fully paid and non-assessable
shares of the Issuer’s Common Stock. |
|
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 7
of 12 |
| 1 |
NAME OF REPORTING PERSON
Beowulf Electricity & Data Inc. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
260,513 |
| 8 |
SHARED VOTING POWER
-0- |
| 9 |
SOLE DISPOSITIVE POWER
260,513 |
| 10 |
SHARED DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
260,513 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (6) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
| (6) | | Based on 382,597,605 shares of Common Stock of the Issuer, issued and outstanding
as of August 9, 2024, as set forth in the Issuer’s Quarterly Report on Form 10-Q, dated August 13, 2024.
|
|
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 8
of 12 |
| 1 |
NAME OF REPORTING PERSON
Riesling Power LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
20,000,000 |
| 8 |
SHARED VOTING POWER
-0- |
| 9 |
SOLE DISPOSITIVE POWER
20,000,000 |
| 10 |
SHARED DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000,000 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2% (7) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
| (7) | | Based
on 382,597,605 shares of Common Stock of the Issuer, issued and outstanding as of August 9, 2024, as set forth in the Issuer’s
Quarterly Report on Form 10-Q, dated August 13, 2024.
|
|
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 9
of 12 |
Item 1. Security and Issuer.
This Amendment No. 13 (“Amendment No. 13”) amends
and supplements the original Schedule 13D filed with the Securities and Exchange Commission (the “Commission”)
on December 23, 2021, as amended by Amendment No. 1 thereto, filed with the Commission on March 15, 2022, Amendment No. 2 thereto, filed
with the Commission on September 2, 2022, Amendment No. 3 thereto, filed with the Commission on October 4, 2022, Amendment No. 4 thereto,
filed with the Commission on October 14, 2022, Amendment No. 5 thereto, filed with the Commission on December 16, 2022, Amendment No.
6 thereto, filed with the Commission on February 3, 2023, Amendment No. 7 thereto, filed with the Commission on March 10, 2023, Amendment
No. 8 thereto, filed with the Commission on June 28, 2023, Amendment No. 9 thereto, filed with the Commission on August 1, 2023 Amendment
No. 10 thereto, filed with the Commission on August 30, 2023, Amendment No. 11 thereto, filed with the Commission on September 22, 2023,
and Amendment No. 12 thereto filed with the Commission on October 24, 2023 (the “Schedule 13D”) and is filed
by (i) Stammtisch Investments LLC, a Delaware limited liability company (“Stammtisch”), (ii) Mr. Paul B. Prager,
(iii) Lucky Liefern LLC (“Lucky Liefern”), (iv) Heorot Power Holdings LLC (“Heorot”),
(v) Somerset Operating Company, LLC (“Somerset”), (vi) Allin WULF LLC (“Allin WULF”),
(vii) Beowulf Electricity & Data Inc. (“Beowulf E&D”), and (viii) the Beowulf Electricity & Data
Inc. Employee Discretionary Trust (“E&D Trust”) and (ix) Riesling Power, LLC (“Riesling”)
(each, a “Reporting Person” and, collectively, the “Reporting Persons”), relating
to the shares of the common stock, par value $0.001 per share (the “Common Stock”), of TeraWulf Inc. (formerly
known as Telluride Holdco, Inc.), a Delaware corporation (the “Issuer”). Capitalized terms used but not defined
herein shall have the meaning set forth in the Schedule 13D. The purpose of this Amendment No. 11 is to add Riesling as a Reporting Person
and to disclose recent transactions identified in Item 3.
Item 2. Identity and Background.
Item 2 is amended to add Riesling Power LLC as a Reporting Person. Item
2 is amended to include the following:
| (b) | The address of Riesling is
9 Federal Street, Easton, Maryland 21601. |
| (c) |
Riesling was formed in order to acquire, hold and dispose of investments in
the power and energy infrastructure industry. Riesling is the parent company of Somerset. Mr. Paul B. Prager is
the President of Riesling and may be deemed to have the power to direct the voting and disposition of the Common Stock beneficially
owned by Riesling. Accordingly, pursuant to the regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), Mr. Paul B. Prager may be deemed to be a beneficial owner of the Common
Stock held for the account of Riesling. |
| (d) |
Riesling has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) |
Riesling has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) |
Riesling is a Delaware limited liability company. |
Item 3. Source and Amount of Funds or Other
Consideration.
On October 9, 2024, the Issuer entered into a lease
termination agreement with Somerset and Riesling Power LLC (the “Termination Agreement”), pursuant to which
the existing lease agreement between Lake Mariner Data LLC and Somerset (the “Prior Lease”) was terminated.
As consideration for Somerset’s willingness to terminate the Prior Lease and enter into a new lease agreement with the Issuer and
Lake Mariner Data LLC, the Issuer paid Riesling consideration consisting of 20 million shares of Common Stock and $12 million in cash.
Under the Termination Agreement, Riesling agreement to the following transfer restrictions on the shares: until October 9, 2025, Riesling
will not sell any of such 20,000,000 shares of Common Stock. Following such date, Riesling may sell up to five million (5,000,000) shares
of such Common Stock. After April 9, 2026, Riesling will no longer be restricted hereby in any manner whatsoever. Notwithstanding anything
herein to the contrary, upon a “Change in
|
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 10
of 12 |
Control” the foregoing restrictions on sale shall no longer apply. “Change in Control” means any transaction or series
of related transactions, the result of which is that any person, entity or group, other than any Riesling and its Affiliates, (i) acquires
beneficial ownership of more than fifty percent (50%) of the voting stock of the Issuer, measured by voting power rather than number of
shares or (ii) acquires the right to designate two (2) or more members of the Issuer’s Board of Directors.
The description of the Termination Agreement
is qualified in its entirety by reference to the Termination Agreement, a copy of which is attached as Exhibit 1 hereto and incorporated
herein by reference.
Item 4. Purpose of Transaction.
The information set forth under Item 3 above
is incorporated herein by reference.
Item 4 is further amended as follows:
On May 1, 2024, all of the voting proxies in
favor of Mr. Paul B. Prager expired.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows:
Reference to percentage ownerships of Common
Stock in this Schedule 13D are based on 382,597,605 shares of Common Stock of the Issuer, issued and outstanding as of August 9, 2024,
as set forth in the Issuer’s Quarterly Report on Form 10-Q, dated August 13, 2024.
(a) and (b)
| (i) | As of the date of this Schedule 13D, Stammtisch may be deemed
to be the beneficial owner of 5,189,883 shares of Common Stock (approximately 1.4% of Common Stock), which it holds directly. Stammtisch
may be deemed to have sole dispositive power with respect to such shares of Common Stock. |
| (ii) | As of the date of this Schedule 13D, Mr. Paul B. Prager may be deemed to be the beneficial owner of 27,984,880 shares of Common
Stock (approximately 7.3% of Common Stock). Of such 27,984,880 shares of Common Stock, Mr. Paul B. Prager has a beneficial ownership
interest with respect to 894,000 shares he owns directly, 4,198,883 shares of Common Stock by virtue of his position as the sole
manager and president of Stammtisch, 654,706 shares of Common Stock by virtue of his position as the managing member of Lucky
Liefern, 5,000 shares of Common Stock by virtue of his position as the sole managing member of Heorot, 1,971,778 shares underlying
warrants held by Allin Wulf, 260,513 shares held by Beowulf E&D and 20,000,000 shares of Common Stock by virtue of his position
as the sole managing member of Riesling. Mr. Paul B. Prager may be deemed to have sole voting power and sole dispositive power with
respect to all such 27,984,880 shares of Common. Mr. Paul B. Prager disclaims beneficial ownership of all such shares of Common
Stock. |
| (iii) | As of the date of this Schedule 13D, Lucky Liefern may be deemed
the beneficial owner of 654,706 shares of Common Stock (approximately 0.2% of Common Stock), which it holds directly. Lucky Liefern may
be deemed to have sole voting and dispositive power with respect to such shares of Common Stock. |
| (iv) | As of the date of this Schedule 13D, Heorot may be deemed the beneficial
owner of 5,000 shares of Common Stock (approximately 0.0% of Common Stock), which it holds directly. Heorot may be deemed to have sole
voting and dispositive power with respect to such shares of Common Stock. |
|
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 11
of 12 |
| (v) | As of the date of this Schedule 13D, Somerset does not beneficially own any shares of Common Stock. |
| (vi) | As of the date of this Schedule 13D, Allin WULF may be deemed the beneficial
owner of 1,971,778 shares of Common Stock (approximately 0.4% of Common Stock) underlying warrants it holds directly. Allin Wulf may be
deemed to have sole voting and dispositive power with respect to such shares of Common Stock. |
| (vii) | As of the date of this Schedule 13D, Beowulf E&D may be deemed the
beneficial owner of 260,513 shares of Common Stock (approximately 0.0% of Common Stock), which it holds directly. Beowulf E&D may
be deemed to have sole voting and dispositive power with respect to such shares of Common Stock. |
| (viii) | As of the date of this Schedule 13D, E&D Trust does not beneficially
own any shares of Common Stock. |
| (ix) | As of the date of this Schedule 13D, Riesling may be deemed the beneficial
owner of 20,000,000 shares of Common Stock (approximately 5.2% of Common Stock), which it holds directly. Riesling may be deemed to have
sole voting and dispositive power with respect to such shares of Common Stock. |
| (c) | The information set forth in Item 3 above is hereby incorporated
into this Item 5(c) by reference, as applicable. In addition, as previously reported on Forms 4: |
In the last 60 days, Stammtisch contributed 4,000,000 shares of Common Stock,and
Somerest contributed 10,638 shares of Common Stock, to Somerset Goods and Services Trust, in each case for no consideration.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
The information set forth under Items 3 and
4 above is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
| 1. | The Termination Agreement (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K filed
on October 10, 2024). |
| 2. | Joint Filing Agreement among the Reporting Persons. |
|
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 12
of 12 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 10, 2024
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STAMMTISCH INVESTMENTS LLC |
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By: |
/s/ Paul B. Prager |
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Name: |
Paul B. Prager |
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Title: |
President and Manager |
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PAUL B. PRAGER |
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/s/ Paul B. Prager |
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LUCKY LIEFERN, LLC |
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By: |
/s/ Paul B. Prager |
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Name: |
Paul B. Prager |
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Title: |
Managing Member |
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HEOROT POWER HOLDINGS, LLC |
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By: |
/s/ Paul B. Prager |
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Name: |
Paul B. Prager |
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Title: |
Managing Member |
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SOMERSET OPERATING COMPANY, LLC
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By: |
/s/ Paul B. Prager |
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Name: |
Paul B. Prager |
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Title: |
Managing Member |
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ALLIN
WULF LLC
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By: |
/s/ Paul B. Prager |
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Name: |
Paul B. Prager |
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Title: |
President |
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BEOWULF ELECTRICITY & DATA INC. |
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By: |
/s/ Paul B. Prager |
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Name: |
Paul B. Prager |
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Title: |
President |
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BEOWULF ELECTRICITY & DATA EMPLOYEE DISCRETIONARY TRUST |
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By: |
/s/ Paul B. Prager |
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Name: |
Paul B. Prager |
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Title: |
President |
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RIESLING POWER LLC |
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By: |
/s/ Paul B. Prager |
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Name: |
Paul B. Prager |
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Title: |
President |
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Attention. Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
EXHIBITS
| 1. | The Termination Agreement (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K filed on October 10, 2024). |
| | |
| 2. | Joint Filing Agreement among the Reporting Persons. |
EXHIBIT 2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule
13D, and amendments thereto, relating to the common stock, $0.001 par value per share, of TeraWulf Inc. This Joint Filing Agreement shall
be included as an exhibit to such joint filing and may be executed in any number of counterparts, all of which together shall constitute
one and the same instrument.
In evidence thereof, each of the undersigned, being duly authorized, hereby
executes this Joint Filing Agreement.
Date: October 10, 2024
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STAMMTISCH INVESTMENTS LLC |
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By: |
/s/ Paul B. Prager |
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Name: |
Paul B. Prager |
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Title: |
President and Manager |
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PAUL B. PRAGER |
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/s/ Paul B. Prager |
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LUCKY LIEFERN, LLC |
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By: |
/s/ Paul B. Prager |
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Name: |
Paul B. Prager |
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Title: |
Managing Member |
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HEOROT POWER HOLDINGS, LLC |
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By: |
/s/ Paul B. Prager |
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Name: |
Paul B. Prager |
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Title: |
Managing Member |
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SOMERSET OPERATING COMPANY, LLC
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By: |
/s/ Paul B. Prager |
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Name: |
Paul B. Prager |
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Title: |
Managing Member |
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ALLIN
WULF LLC
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By: |
/s/ Paul B. Prager |
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Name: |
Paul B. Prager |
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Title: |
President |
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BEOWULF ELECTRICITY & DATA INC. |
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By: |
/s/ Paul B. Prager |
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Name: |
Paul B. Prager |
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Title: |
President |
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BEOWULF ELECTRICITY & DATA EMPLOYEE DISCRETIONARY TRUST |
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By: |
/s/ Paul B. Prager |
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Name: |
Paul B. Prager |
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Title: |
President |
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RIESLING POWER LLC |
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By: |
/s/ Paul B. Prager |
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Name: |
Paul B. Prager |
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Title: |
President |
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TeraWulf (NASDAQ:WULF)
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From Dec 2024 to Jan 2025
TeraWulf (NASDAQ:WULF)
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From Jan 2024 to Jan 2025
