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Delaware
(State or other jurisdiction of incorporation or organization)
TeraWulf Inc.
9 Federal Street Easton, Maryland 21601 (410) 770-9500 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
| |
87-1909475
(I.R.S. Employer Identification No.)
Stefanie Fleischmann
General Counsel 9 Federal Street Easton, Maryland 21601 (410) 770-9500 (Name, address, including zip code, and telephone number, including area code, of agent for service) |
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Large accelerated filer
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| | ☐ | | | | | | Accelerated filer | | | ☐ | |
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Non-accelerated filer
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| | ☒ | | | | | |
Smaller reporting company
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Emerging growth company
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Amount to
be Paid |
| |||
Registration fee
|
| | | $ | 46,350 | | |
Transfer Agent and Trustee fees and expenses
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| | | | * | | |
Printing
|
| | | | * | | |
Legal fees and expenses
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| | | | * | | |
Rating Agency fees
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| | | | * | | |
Accounting fees and expenses
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| | | | * | | |
Miscellaneous
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TOTAL
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| | | $ | | | |
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Exhibit
Number |
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Description of Documents
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| 1.1* | | | Form of Underwriting Agreement for Debt Securities. | |
| 1.2* | | | Form of Underwriting Agreement for Equity Securities. | |
| 1.3* | | | Form of Underwriting Agreement for Depositary Shares. | |
| 1.4* | | | Form of Underwriting Agreement for Purchase Contracts. | |
| 1.5* | | | Form of Underwriting Agreement for Units. | |
| 3.1 | | | Amended and Restated Certificate of Incorporation of TeraWulf Inc., dated as of December 13, 2021 (incorporated by reference to Exhibit 3.1 of the Form 8-K12B filed with the SEC on December 13, 2021). | |
| 3.2 | | | Amended and Restated Bylaws of TeraWulf Inc., effective as of December 13, 2021 (incorporated by reference to Exhibit 3.2 of the Form 8-K12B filed with the SEC on December 13, 2021). | |
| 4.1# | | | | |
| 4.2* | | | Form of Subordinated Indenture. | |
| 4.3* | | | Form of Certificate of Designation. | |
| 4.4* | | | Form of Deposit Agreement. | |
| 4.5* | | | Form of Depositary Receipt. | |
| 4.6* | | | Form of Warrant Agreement. | |
| 4.7* | | | Form of Warrant. | |
| 4.8* | | | Form of Rights Agent Agreement. | |
| 4.9* | | | Form of Purchase Contract. | |
| 4.10* | | | Form of Unit Agreement. | |
| 5.1# | | | | |
| 23.1** | | | | |
| 23.2** | | | | |
| 23.3# | | | | |
| 24.1# | | | | |
| 25.1# | | | |
| | | | TERAWULF INC | | |||
| | | | By: | | |
/s/ Paul B. Prager
Name: Paul B. Prager
Title: Chief Executive Officer |
|
|
/s/ Paul B. Prager
Paul B. Prager
|
| | Chief Executive Officer and Chair of the Board of Directors (Principal Executive Officer and Director) | |
|
/s/ Kenneth J. Deane
Kenneth J. Deane
|
| | Chief Financial Officer and Treasurer (Principal Financial Officer) | |
|
*
Nazar M. Khan
|
| | Chief Operating Officer, Chief Technology Officer and Executive Director | |
|
*
Walter E. Carter
|
| | Director | |
|
*
Catherine J. Motz
|
| | Director | |
|
*
Jason G. New
|
| | Director | |
|
*
Steven T. Pincus
|
| | Director | |
|
*
Lisa A. Prager
|
| | Director | |
|
By:
/s/ Paul Prager
Name: Paul Prager
Title: Attorney-in-Fact |
| | | |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Amendment No. 1 to the Registration Statement (No. 333-262226) on Form S-3 and related Prospectus of TeraWulf Inc. of our report dated July 28, 2021, relating to the financial statements of TeraWulf Inc., appearing in Registration Statement No. 333-258335 on Form S-4 of Telluride Holdco, Inc.
We also consent to the reference to our firm under the heading "Experts" in such Prospectus.
/s/ RSM US LLP
Boston, Massachusetts
January 31, 2022
1
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Amendment No. 1 to the Registration Statement (No. 333-262226) on Form S-3 and related Prospectus of TeraWulf Inc. of our report dated March 2, 2021, relating to the financial statements of IKONICS Corporation, appearing in the Annual Report on Form 10-K of IKONICS Corporation for the year ended December 31, 2021.
We also consent to the reference to our firm under the heading "Experts" in such Prospectus.
/s/ RSM US LLP
Minneapolis, Minnesota
January 31, 2022
1