Terawulf Inc. Files 8-K on Material Agreements

TL;DR

TeraWulf 8-K: Material agreements entered and terminated. Watch for details.

AI Summary

On October 2, 2024, Terawulf Inc. entered into a material definitive agreement and also terminated a material definitive agreement. The company filed a Form 8-K with the SEC detailing these events, which fall under Regulation FD Disclosure and include financial statements and exhibits.

Why It Matters

This filing indicates significant changes in Terawulf's contractual relationships, which could impact its operations, financial standing, and future strategic direction.

Risk Assessment

Risk Level: medium — The entry into and termination of material definitive agreements can signal significant shifts in business strategy or operational challenges.

Key Players & Entities

• TERAWULF INC. (company) — Registrant
• October 2, 2024 (date) — Date of earliest event reported
• 9 Federal Street Easton, Maryland 21601 (address) — Principal executive offices
• 001-41163 (identifier) — SEC File Number
• 87-1909475 (identifier) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.001 — e on which registered Common stock, $0.001 par value per share WULF The Nasdaq
• $85,000,000 — tilus. Cumulus Member has agreed to pay $85,000,000 in cash at closing to TeraWulf Member f
• $300,000,000 — the net proceeds received in excess of $300,000,000 in the aggregate in any future sale of

Filing Documents

• eh240539927_8k.htm (8-K) — 34KB
• eh240539927_ex1001.htm (EX-10.1) — 175KB
• eh240539927_ex9901.htm (EX-99.1) — 19KB
• 0000950142-24-002511.txt ( ) — 444KB
• wulf-20241002.xsd (EX-101.SCH) — 3KB
• wulf-20241002_lab.xml (EX-101.LAB) — 33KB
• wulf-20241002_pre.xml (EX-101.PRE) — 22KB
• eh240539927_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Talen Joint Venture On October 2, 2024, (the "Closing Date"), TeraWulf (Thales) LLC ("TeraWulf Member"), a subsidiary of TeraWulf Inc. ("TeraWulf" or the "Company"), entered into a Purchase and Sale Agreement (including all exhibits attached thereto, the "Nautilus Purchase and Sale Agreement") with Cumulus Coin LLC ("Cumulus Member", and together with TeraWulf Member, each a "Member" and collectively the "Members"), an affiliate of Talen Energy Corporation, and Nautilus Cryptomine LLC ("Nautilus"), pursuant to which Cumulus Member agreed to purchase from TeraWulf Member, and TeraWulf Member agreed to sell to Cumulus Member, all of TeraWulf Member's equity interests in Nautilus and the Nautilus Cryptomine facility (the "Purchase and Sale"). The closing of the Purchase and Sale will occur simultaneously with the execution of the Nautilus Purchase and Sale Agreement on the Closing Date. In connection with the Purchase and Sale, Nautilus has agreed to (a) distribute to the TeraWulf Member all bitcoin mined by Nautilus prior to the closing and not previously transferred to the Members pro rata in accordance with the TeraWulf Member's ownership interest in Nautilus and (b) transfer to TeraWulf Member all of Nautilus' right, title and interest in and to all of its miners, including miners contributed by the Cumulus Member, as well as certain other related equipment owned by Nautilus. Cumulus Member has agreed to pay $85,000,000 in cash at closing to TeraWulf Member for all of the equity interest held by TeraWulf Member, which is subject to a customary working capital adjustment. Effective as of the Closing Date, TeraWulf Member will no longer own any equity interests or have any further rights as a Member of Nautilus under the amended and restated limited liability company agreement for Nautilus, effective February 1, 2023 (as amended from time to time). The Nautilus Purchase and Sale Agreement includes customary

02. Termination of a Material Definitive

Item 1.02. Termination of a Material Definitive Agreement. The disclosure under Item 1.01 is incorporated herein.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 3, 2024, TeraWulf issued a press release (" Press Release ") announcing the Purchase and Sale. The Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 7.01 as well as in Exhibit 99.1 is furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended or the Exchange Act.

01. Financial Statements and

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Purchase and Sale Agreement, by and among TeraWulf (Thales) LLC, Cumulus Coin LLC and Nautilus Cryptomine LLC, dated as of October 2, 2024 99.1 Press Release, dated October 3, 2024. 104 Cover Page Interactive Data File (embedded within the inline XBRL document).

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements include statements concerning anticipated future events and expectations that are not historical facts. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. In addition, forward-looking statements are typically identified by words such as "plan," "believe," "goal," "target," "aim," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "continue," "could," "may," "might," "possible," "potential," "predict," "should," "would" and other similar words and expressions, although the absence of these words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on the current expectations and beliefs of TeraWulf's management and are inherently subject to a number of factors, risks, uncertainties and assumptions and their potential effects. There can be no assurance that future developments will be those that have been anticipated. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, risks, uncertainties and assumptions, including, among others: (1) conditions in the cryptocurrency mining industry, including fluctuation in the market pricing of bitcoin and other cryptocurrencies, and the economics of cryptocurrency mining, including as to variables or factors affecting the cost, efficiency and profitability of cryptocurrency mining; (2) competition among the various providers of cryptocurrency mining services; (3) changes in applicable laws, regulations and/or permits affecting TeraWulf's operations or the industries in which it operates, including regulation regarding power generation, cryptocurrency usage and/or

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. TERAWULF INC. By: /s/ Patrick Fleury Name: Patrick Fleury Title: Chief Financial Officer Dated: October 3, 2024

View Full Filing

View this 8-K filing on SEC EDGAR