Stammtisch Investments Ups Terawulf Stake to 10.4%

TL;DR

Stammtisch Investments now owns 10.4% of Terawulf Inc. after filing an amendment.

AI Summary

On October 10, 2024, Stammtisch Investments LLC filed an amendment to its Schedule 13D for Terawulf Inc. The filing indicates a change in beneficial ownership, with Stammtisch Investments LLC now holding 10.4% of Terawulf Inc.'s common stock. This filing is an amendment to a previous filing, suggesting ongoing activity or adjustments to their stake in the company.

Why It Matters

This filing signals a significant ownership change in Terawulf Inc., potentially impacting the company's stock price and strategic direction due to the increased stake by a major investor.

Risk Assessment

Risk Level: medium — Significant changes in beneficial ownership can lead to increased stock volatility and potential shifts in corporate control or strategy.

Key Numbers

• 10.4% — Ownership Stake (Stammtisch Investments LLC's beneficial ownership of Terawulf Inc. common stock.)

Key Players & Entities

• Stammtisch Investments LLC (company) — Filing entity
• Terawulf Inc. (company) — Subject company
• 10.4% (percentage) — Ownership stake
• October 10, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common stock, par value $0.001 per share (Title of Class of Securiti
• $12 million — f 20 million shares of Common Stock and $12 million in cash. Under the Termination Agreemen

Filing Documents

• eh240543264_13da13-stamm.htm (SC 13D/A) — 135KB
• eh240543264_ex2.htm (EX-99.2) — 13KB
• 0000950142-24-002552.txt ( ) — 149KB

Security and Issuer

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 Telluri

Identity and Background

Item 2. Identity and Background.

is amended to add Riesling Power LLC as a Reporting Person. Item

Item 2 is amended to add Riesling Power LLC as a Reporting Person. Item 2 is amended to include the following: (a) Riesling Power LLC (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.

Source and Amount of Funds or Other

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.

Purpose of Transaction

Item 4. Purpose of Transaction. The information set forth under Item 3 above is incorporated herein by reference.

is further amended as follows

Item 4 is further amended as follows: On May 1, 2024, all of the voting proxies in favor of Mr. Paul B. Prager expired.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

is amended as follows

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

Contracts, Arrangements, Understandings

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.

Material to be Filed as Exhibits

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 STAMMTISCH INVESTMENTS LLC By: /s/ Paul B. Prager Name: Paul B. Prager Title: President and Manager PAUL B. PRAGER /s/ Paul B. Prager LUCKY LIEFERN, LLC By: /s/ Paul B. Prager Name: Paul B. Prager Title: Managing Member HEOROT POWER HOLDINGS, LLC By: /s/ Paul B. Prager Name: Paul B. Prager Title: Managing Member SOMERSET OPERATING COMPANY, LLC By: /s/ Paul B. Prager Name: Paul B. Prager Title: Managing Member ALLIN WULF LLC By: /s/ Paul B. Prager Name: Paul B. Prager Title: President BEOWULF ELECTRICITY & DATA INC. By: /s/ Paul B. Prager Name: Paul B. Prager Title: President BEOWULF ELECTRICITY & DATA EMPLOYEE DISCRETIONARY TRUST By: /s/ Paul B. Prager Name: Paul B. Prager Title: President RIESLING POWER LLC By: /s/ Paul B. Prager Name: Paul B. Prager Title: President 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.

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