Terawulf Inc. Enters and Terminates Material Agreements

Ticker: WULF · Form: 8-K · Filed: Oct 10, 2024 · CIK: 1083301

Sentiment: mixed

Topics: material-agreement, termination, regulation-fd

Related Tickers: WULF

TL;DR

TeraWulf just signed and axed a big deal. What's going on?

AI Summary

On October 9, 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 on October 10, 2024, to report these events.

Why It Matters

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

Risk Assessment

Risk Level: medium — Entering and terminating material agreements simultaneously suggests potential instability or significant shifts in business strategy that warrant closer examination.

Key Players & Entities

FAQ

What was the nature of the material definitive agreement that Terawulf Inc. entered into?

The filing does not specify the details of the material definitive agreement entered into.

What was the reason for the termination of the material definitive agreement?

The filing does not provide details regarding the reason for the termination of the material definitive agreement.

When did the events of entering and terminating the material definitive agreements occur?

The earliest event reported occurred on October 9, 2024.

What is Terawulf Inc.'s principal executive office address?

Terawulf Inc.'s principal executive office is located at 9 Federal Street, Easton, Maryland 21601.

What is the filing date of this Form 8-K?

This Form 8-K was filed as of October 10, 2024.

Filing Stats: 1,898 words · 8 min read · ~6 pages · Grade level 14.4 · Accepted 2024-10-10 08:17:47

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 9, 2024, Lake Mariner Data LLC, a Delaware limited liability company ("Lake Mariner Data") and a wholly owned subsidiary of TeraWulf Inc. (the "Company" or "TeraWulf"), entered into a lease agreement (the "New Lease") with Somerset Operating Company, LLC, a Delaware limited liability company ("Somerset"), for a portion of Somerset's real property located in the Town of Somerset, New York, consisting of approximately 157 acres, including all structures, equipment, facilities and fixtures located thereon (the "Premises"). The Premises will be used by TeraWulf and its subsidiaries for cryptocurrency mining and high-performance computing (HPC) data center operations. The New Lease has an initial term of 35 years, commencing on October 9, 2024, and will automatically renew for up to nine additional periods of five years each, unless Lake Mariner Data provides written notice to Somerset to terminate the New Lease at least six months prior to the expiration of the initial term or the then-current renewal term, as applicable. The annual rent for the Premises is $281,398.20, payable in advance in equal monthly installments of $23,449.85, subject to annual adjustments based on the change in the Consumer Price Index. Lake Mariner Data is also responsible for paying its proportionate share of certain costs, expenses and disbursements that Somerset incurs in connection with the ownership, operation and maintenance of any other portions of the real property necessary or useful to reasonably support Lake Mariner Data's use of the Premises. In connection with the execution and delivery of the New Lease, Lake Mariner Data and Somerset also entered into a lease termination agreement (the "Termination Agreement"), pursuant to which they terminated an existing lease agreement dated June 1, 2021 between Lake Mariner Data and Somerset for the Premises (the "Prior Lease"). As consideration for Somerset's willingness t

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. The information set forth above under Item 1.01 is incorporated by reference into this Item 1.02.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 10, 2024, TeraWulf issued a press release ("Press Releases") announcing the New Lease. 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 or the Exchange Act.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Lease Agreement between Somerset Operating Company, LLC and Lake Mariner Data LLC, dated as of October 9, 2024 . 10.2 Lease Termination Agreement between Somerset Operating Company, LLC and Lake Mariner Data LLC, dated as of October 9, 2024 . 10.3 Registration Rights Agreement between TeraWulf Inc. and Riesling Power LLC, dated as of October 9, 2024 . 99.1 Press Release announcing the New Lease, dated October 10, 2024 . 104.1 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 10, 2024

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