WULFTeraWulf

Please confirm your understanding that we will not be in a position to declare your Form S-3 effective until all outstanding comments regarding your Form 10-K for the fiscal year ended December 31, 2022 have been resolved. In addition, to the extent that any comments related to our review of your Form 10-K apply to disclosure in the Form S-3, please make corresponding revisions to all affected disclosure.

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Please also confirm that you will include in future Exchange Act filings all applicable disclosures you include, or will include, in your Form S-3 in response to our comments.

to the Staff’s comment, the Company determined that no comments related to the Staff’s review of the Company’s Form 10-K apply to disclosure in the Form S-3 and so no corresponding revisions are required.

In response to the Staff’s comment, the Company included additional disclosures in its Forms 10-Q and 10-Q/A filed on November 13 and November 22, 2023, respectively, and will continue to include such applicable disclosures in its future Exchange Act filings. Read in the reply ↗

Please include an expanded description of your miners disclosing: • the types of miners your own; • the average, mean and range of the ages of your miners; • the average downtime due to scheduled maintenance and non-scheduled maintenance; and • the average, mean and range of the energy efficiency of your miners.

to the Staff’s comment, the Company has revised its disclosures under “Business Overview” on pages 5 to 6. Read in the reply ↗

Please provide a comprehensive breakeven analysis for your bitcoin mining operations that compares the cost to earn/mine one bitcoin with the market value of one mined bitcoin. Your analysis should identify and explain all relevant inputs used in your calculation and the key assumptions used in preparing it. Quantitative tabular disclosure may be helpful.

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Please also discuss any known trends related to your breakeven analysis as of the most recent practicable date, such as whether your cost of revenue and mining inputs (e.g., electricity costs) have materially increased or decreased in recent periods.

to the Staff’s comment, the Company has revised its disclosures under “Business Overview” on page 7. Read in the reply ↗

Please revise this section to provide all information required by Regulation S-K Item 202(c) regarding the warrants overlying the securities offered.

to the Staff’s comment, the Company has revised its disclosures under “Description of Capital Stock” on pages 14 to 15 to provide the information required by Regulation

S-K Item 202(c) regarding the warrants overlying the securities offered. Read in the reply ↗

Refer to comment 2 and your revised disclosures on pages 5 - 6. We restate the comment in part. Please further revise to address the following points: • You disclose that your miners at the Lake Mariner Facility are "primarily comprised of Bitmain Antminer S19 series" miners.

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Please comprehensively describe the types of miners you own at this facility and quantify each respective type (e.g., number of Bitmain Antminer S19 series, etc.); and • Disclose the average downtime due to scheduled maintenance and non-scheduled maintenance of miners at the Nautilus Cryptomine Facility.

to the Staff’s comment, the Company has revised its disclosures under “Business Overview” on pages 5 through 6. Read in the reply ↗

Refer to comment 3 and your breakeven analysis on pages 7 - 8 describing the average cost of mining each bitcoin at the Lake Mariner Facility. We partially reissue the comment. Please revise to provide a comprehensive breakeven analysis, taking into account not only your operations at the Lake Mariner Facility, but also the Nautilus Cryptomine Facility, or advise otherwise.

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Additionally, please revise to clarify whether, and if so how, the cost of purchasing mining equipment factors into your analysis. Furthermore, clarify whether you finance the purchase of mining equipment and, if so, reflect financing costs in your analysis.

to the Staff’s comment, the Company has revised its disclosures under “Business Overview” on pages 7 through 9. Read in the reply ↗

We note your response to comment 2. Please further revise your breakeven analysis to illustrate the impact of hardware purchasing costs on your mining operations, among other costs. In this regard, we note from pages 12 and 21, respectively, of your Form 10-Q/A for the quarter ended September 30, 2023, that your miners generally have a useful life of four years and that you recognized $8.2 million of depreciation

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expense related to property, plant and equipment for the quarter. Given this expense and the fact that you will have to replace your miners every few years, it appears that the cost of purchasing mining equipment is a substantial expense that will impact the success of your mining operations.

to the Staff’s comment, the Company has revised its disclosures under “Business Overview” on pages 9 and 10. Read in the reply ↗

We note that in this amendment, the aggregate amount of common shares being offered does not reconcile with the amount reflected in your fee table. Please reconcile.

to the Staff’s comment, the Company has revised the aggregate amount of common shares being offered listed in the fee table on Exhibit 107 to match the 45,771,303 listed in the prospectus. Read in the reply ↗

Please revise the table headed "Cost of mining - Analysis of costs to mine one bitcoin" at pages 7 – 8 to account for your mining equipment depreciation expenses in recent periods, consistent with your revised narrative disclosures regarding the same in response to comment 1.

to the Staff’s comment, the Company has revised its disclosure in the table headed “Cost of mining - Analysis of costs to mine one bitcoin" on pages 7 – 8. Read in the reply ↗

Given the significant decline in the price of bitcoin and disruptions in the cryptocurrency market in the periods presented, tell us how you considered the factors in ASC 360-10-35-21 through 22 in evaluating your long-lived assets for recoverability and potential impairment.

We acknowledge the Staff’s comment and respectfully advise the

Staff that we considered guidance at ASC 360 when evaluating long-lived assets for recoverability and potential impairment as of December

31, 2022. Per ASC 360-10-35-21, a long-lived asset (asset group) shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

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Although this guidance does not dictate a formal requirement to test for impairment annually, we evaluated the example indicators provided in ASC 360-10-35-21 to determine whether potential triggering events or changes in circumstances had occurred as of December 31, 2022.

In identifying our asset group(s), we considered guidance at ASC 360-10-35-23 which states that a long-lived asset (or assets) shall be grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and

Securities and Exchange Commission liabilities. As of December 31, 2022, substantially all of the

Company’s property, plant and equipment were deployed at the mining facility in New York (“Lake Mariner facility”) to support bitcoin mining operations, which commenced in March 2022 and continued throughout the fiscal year ended December 31, 2022, or was construction in process relating to Building 2. As such, we identified the asset group as the Lake Mariner facility for purposes of this assessment.

In accordance with ASC 360-10-35-21 (a) and (b), we considered whether there was a significant decrease in the market price of the long-lived asset group or whether there was a significant adverse change in the extent or manner in which the long-lived asset group was being used or in its physical conditions. As of December 31, 2022, we reported property, plant and equipment, net of $191.5 million, primarily consisting of miners in service, deposits on miners not yet received, leasehold improvements and construction in process on Building 2. As disclosed in Note 12, Commitments and Contingencies, of our Form

10-K for the Fiscal Year Ended December 31, 2022, the Company entered into and paid deposits for various sale and purchase agreements with Bitmain Technologies Limited (“Bitmain”) for the purchase of bitcoin miners, the first of which were entered into during

December 2021 (the “2021 Agreements”). In September 2022 through December 2022, the Company subsequently cancelled certain batches of miners originally scheduled for delivery under the 2021 Agreements (representing 12,000 of the 18,000 originally contracted miners) and entered into renegotiated Future Sale and Purchase Agreements (the “2022 Agreements’). The Company’s original deposits on miners under the 2021 Agreements were applied as credits to fully satisfy the purchase price of the 2022 Agreements, reflecting the current market price of miners at the time of renegotiation, where the price of miners is positively correlated to the price of bitcoin

(see considerations of ASC 360-10-35-21 (c) in the following paragraph for further discussion regarding the decline in bitcoin prices during the fiscal year ended December 31, 2022). During the fiscal year ended December 31, 2022, the majority of miners placed into service were installed during Q3 and Q4 2022 subsequent to the completion of construction on Building 1, and comprised the then most recently released air-cooled series of miners produced by Bitmain (i.e., the S19 series). Furthermore, as disclosed in Note 11, Joint Venture, of our Form 10-K for the Fiscal Year Ended December 31, 2022, approximately 5,000 of the miners placed in service at the Lake Mariner facility were received as distributions from Nautilus Cryptomine LLC (“Nautilus” or the “Joint Venture), such that the miners were written down to fair value upon distribution and the Company recognized its portion of the loss as a component of equity in net loss of investee, net of tax within the consolidated statement of operations for the year ended December 31, 2022. Based on these considerations, and as the Lake Mariner facility was fully operational with Building 1 and construction substantially complete on Building

2 (with no further plans to significantly change operations outside of continued expansion with additional buildings at the facility), we did not identify any significant changes in market price or the extent or manner in which the long-lived asset group was being used that would indicate impairment as of December 31, 2022.

In accordance with ASC 360-10-35-21 (c), we considered whether a significant adverse change in legal factors or in the business climate that could affect the value of the long-lived asset group, including an adverse action or assessment by a regulator, indicated that its carrying value may not be recoverable. Throughout the fiscal year ended December

31, 2022, the Company monitored the price of bitcoin which declined from over $46 thousand per bitcoin as of January

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1, 2022, to approximately

$20 thousand per bitcoin in Q2 2022 and further down to $16.5 thousand per bitcoin as of December 31, 2022. Based on management’s assessment, the declines in the price of bitcoin were not primarily driven by adverse changes in legal factors, but more correlated with multiple cryptocurrency market participants filing for bankruptcy during 2022 resulting in a loss of confidence in participants of the digital asset ecosystem and negative publicity surrounding digital assets more broadly. Although the declines in the price of bitcoin are significant year over year, management does not believe this to be indicative of impairment in the value of our long-lived asset group

(the Lake Mariner facility). The price of bitcoin has historically been volatile; over the last 10 years, the price of bitcoin has fluctuated frequently and significantly from values less than $1 thousand per bitcoin to over $68 thousand in November 2021. Management determined the decrease in price noted during the fiscal year ended December 31, 2022, was not dissimilar to price drops historically experienced and, as such, management did not believe there to be indications of a permanent, non-temporary decrease in the price of bitcoin. Additionally, we continued operating our miners profitably (despite the lower Q4 2022 bitcoin prices) except for certain days with significant electricity spikes due to excessive winter-condition grid demand. Separately, construction on Building 1 of the facility was recently completed with

Building 2 continuing to be constructed to expand mining operations, and such infrastructure and related electrical equipment were unaffected by fluctuations in the price of bitcoin. Additionally, the Company had taken steps to mitigate the risk that our miners may become unprofitable by deploying miners at the Lake Mariner facility that are Bitmain’s current generation and power-efficient models, and had no plans of discontinuing or scaling back operations in response to the declines in the price of bitcoin as of December 31, 2022. Furthermore, deposits on miners expected to be placed in service in the near-term were renegotiated at prices reflecting current prices of miners as of Q4 2022.

In accordance with ASC 360-10-35-21 (e), we considered whether a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast demonstrated continuing losses associated with the use of the long-lived asset group. Although the Company reported operating losses of $43.7 million and net cash used in operating activities from continuing operations of $32.3 million during the fiscal year ended December 31, 2022, this was within management’s expectations as mining operations continue to grow towards profitability. As noted above, mining operations began in March 2022 with the majority of miners being placed in service starting in Q3 2022 or later, resulting in reported revenues of only $15.0 million for the year (versus costs of revenue and operations of $58.8 million). Additionally, operations at the Lake Mariner facility had not yet grown to the scale required to support its principal operations. For the majority of the fiscal year ended December

31, 2022, the Lake Mariner facility supported only 10 MW of total mining capacity which increased to 60 MW of total mining capacity by

December 31, 2022. As disclosed within Exhibit 99.1 to our Current Report on Form 8-K filed on August 14, 2023, as of Q2 2023 the Company completed construction on Building 2 in accordance with its planned growth, expanding total mining capacity to 110MW (representing approximately

34,000 miners) and has begun to expand the Lake Mariner facility with the addition of a third building, which will house an incremental

43 MW of bitcoin mining capacity. Based on the considerations above, we determined the operating and cash flow losses reflected the early stage of the Company’s mining operations and were not indicative of impairment of the long-lived asset group.

We also evaluated the examples in ASC 360-10-35-21 (d) and (f), and did not identify an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the long-lived asset group nor a current expectation that, more likely than not, the long-lived asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

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Please provide us your analysis supporting your revenue recognition policy for your mining pool participation activities. In your response, where appropriate, reference for us the authoritative literature you relied upon to support your accounting: • Provide us a representative sample contract and cross reference your analysis to the specific provisions of that contract.

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Be sure to include terms related to the promises and related performance obligations, calculation of transaction consideration, and payment; • Tell us how you determined the term of your contracts and the period of service for which the mining pool operators determine your compensation. • Tell us about your process to identify your performance obligations. Refer to ASC 606-10-25-14 to 25-22; • You disclose that you are entitled to compensation regardless of whether the pool operator successfully records a block to the bitcoin blockchain, and that you recognize revenue when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Tell us how your accounting policy considered ASC 606-10-25-23 to 25-25, and when during the contract term you recognize revenue; • You disclose that all of the consideration to be received under the contract is variable. Tell us your consideration of ASC 606-10-32-11 to 32-12, whether any of the consideration is constrained and discuss at what point the uncertainty associated with the variable consideration is resolved and why; and • You determine the fair value of the cryptocurrency award using the quoted price of the related cryptocurrency in your principal market at the time of contract inception. Tell us what your principal market is, and how you determined that it was the principal market.

The Company respectfully advises the Staff that it performed an analysis of its revenue recognition related to mining pool activities in accordance with ASC 606, Revenue from Contracts with Customers. The Company has included the Foundry USA Pool Service Agreement, dated August 27, 2020 (effective during the fiscal year ended December 31, 2022), as Exhibit 10.1 within our Form 8-K filed with the SEC on February 1, 2023. Please see Appendix A.1 for a representative sample contract with the customer (the “Pool Operator”).

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Though there is not a countersigned agreement with the Pool Operator, the Pool activities are subject to the Service Agreement and Terms and Conditions (each found on the Pool Operator’s website) that govern any entity’s interaction with the Pool Operator in that capacity. Specifically, the Service Agreement states,

"By accessing and using the Pool, User accepts and agrees to the Terms, conditions, and Privacy Policy (collectively, the “Service Agreement”). As the operator of the Pool, Foundry shall provide a mining Pool Service (as defined below) to Users under the Service Agreement.”

These agreements include the normal rights and obligations found in most contracts, including each party’s responsibilities, term, compensation, termination rights, limitation of liability, warranty

(disclaimer thereof), and choice of law. The contract documents are enforceable and the arrangement is deemed a contract.

We determined the term of the contract and the period of service for which the Pool Operator determines our compensation in accordance with Section 7 of the Service Agreement, Term and Termination. Specifically, subsections (a) and (b) state,

“a. the Service Agreement will be in full force and effect until User’s access and usage rights to the Pool and Service are terminated by either User or Foundry in accordance with the Service Agreement, or as otherwise agreed upon between Foundry and User (“Term”).

b. User may terminate the Service Agreement at any time upon settlement of any pending transactions.”

The Pool Operator provides additional information within the Pool FAQs available on its website, including expanded explanation about information such as the payout scheme. Specifically, “Foundry USA

Pool pays out to all pool members according to the Full-Pay-Per-Share (FPPS) payout scheme. Daily Earnings are calculated from midnight-to-midnight

UTC time, and the sub-account balance is credited one hour later at 1 AM UTC time.” As the Pool Operator settles payments with Users under the arrangement daily, the Company initially determined per (b) above that the contract provides us the right to terminate the contract each 24-hour period, auto-renewing so long as participation in the Pool continues. Upon re-evaluating these terms in response to the Staff’s question, we identified certain factors that indicate the contract term is less than each successive 24-hour period. Specifically, the contract does not dictate any limitation to the customer’s (Pool Operator’s) ability to terminate the contract; additionally, the preamble to the Service Agreement states that the “User agrees that Foundry will have the right to modify the Service Agreement at any time,” which indicates the Pool Operator has the ability to modify (or terminate) the contract at any time without substantial penalty. Effective August 28, 2023, the Pool Operator updated Section 11, Contract Term and Termination, of the Terms of Service (see

Appendix A.2), which clarifies the definition of a “Contract Day” to be “the period between 00:00:00 UTC and 23:59:59

UTC” and stipulates that, “(b) User’s access and usage rights to the Pool and Service may be terminated for any reason, without penalty, by either Foundry or User by providing one Contract Day’s prior written notice to the other party.” However, the preamble to the updated Terms of Service continues to state, “User agrees that Foundry will have the right to modify the Service

Agreement at any time without prior notice” such that the Pool Operator still effectively has the ability to terminate the contract at any time. Based on these updated terms, we acknowledge the contract term could be, based on the Pool Operator modification, less than each 24-hour period (for example, the contract term could be, based on Pool Operator modification, less than each hour, minute, or second that the Company provides computing power to the Pool Operator). We understand that the Staff would not be opposed to the Company adopting an accounting policy to aggregate individual contracts with individual terms less than 24-hours within each intraday period and apply a consistent point to value noncash consideration. As such, the Company will aggregate the individual contracts in a 24-hour period and will continue to use the price of bitcoin at the start of day (00:00:00 UTC) when determining the fair value of noncash consideration received, ensuring that this point in time in each 24-hour period is consistently applied.

We respectfully advise the Staff that in future filings the Company will amend the disclosures within Note 2 - Significant Accounting Policies of our Form 10-K and Form 10-Q related to “Revenue Recognition

- Mining Pool” to more clearly define the contract term used as follows:

“Mining Pool

The Company has entered into an arrangement with a cryptocurrency mining pool (the Foundry USA Pool) to provide computing power to the mining pool in exchange for consideration. The arrangement is terminable at any time without substantial penalty by Foundry USA Pool and may be terminated without substantial penalty by the Company upon providing one Contract Day’s, as defined, prior written notice. The Company’s enforceable right to compensation only begins when and continues while the Company provides computing power to its customer, the mining pool operator. Accordingly, the contract term with Foundry

USA Pool is deemed to be less than 24 hours. The mining pool applies the Full Pay Per Share (“FPPS”) model. Under the FPPS model, in exchange for providing computing power to the pool, the Company is entitled to pay-per-share base amount and transaction fee reward compensation, calculated on a daily basis, at an amount that approximates the total bitcoin that could have been mined and transaction fees that could have been awarded using the Company’s computing power, based upon the then current blockchain difficulty. Under this model, the Company is entitled to compensation regardless of whether the pool operator successfully records a block to the bitcoin blockchain.

Providing computing power to a mining pool for cryptocurrency transaction verification services is an output of the Company’s ordinary activities. The provision of such computing power is the sole performance obligation. The transaction consideration the Company receives is noncash consideration and is all variable. Because cryptocurrency is considered noncash consideration, fair value of the cryptocurrency award received would generally be determined using the quoted price of the related cryptocurrency in the Company’s principal market at the time of contract inception. The Company has adopted an accounting policy to aggregate individual contracts with individual terms less than 24-hours within each intraday period and apply a consistent valuation point, the start of day Coordinated Universal Time (00:00:00 UTC), to value the related noncash consideration.

Revenue is recognized when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. After every 24-hour contract term, the mining pool transfers the cryptocurrency consideration to our designated cryptocurrency wallet.

There is no significant financing component in these transactions.

Consideration payable to the customer in the form of a pool operator fee is deducted from the bitcoin the Company receives and is recorded as contra-revenue, as it does not represent a payment for a distinct good or service.”

In identifying our performance obligation(s) under the contract we referred to Section 3, Services, which states “b. User shall be responsible for preparing the necessary equipment and bear the expenses related to using such necessary equipment to participate in the Pool and Service.” Additionally, we used judgment to consider whether the Company or the Pool Operator is the principal for the mining activities performed on the blockchain, using the principal versus agent guidance in ASC 606. Specifically, the Pool Operator directs to the mining pool participants (including the Company) the mining activities they undertake as part of the Pool. Additionally, the Pool Operator is primarily responsible for selecting the transactions to be mined, the activities to be performed, placing the mined block on the blockchain, and collecting the block reward. Furthermore, as the Company is compensated on a fixed basis per unit of computing power delivered (i.e., the FPPS payout scheme), the Pool Operator bears the risks and rewards associated with the mining activities. Based on these considerations, we concluded the Pool Operator is the principal for the mining activities directly on the blockchain and thus the Company’s performance obligation is to provide computing services to the Pool.

In evaluating the satisfaction of performance obligations in accordance with ASC 606-10-25-23 to 25-25, we considered the Pool FAQs available on Foundry’s website regarding the Pool’s payout methodology.

Specifically, the Pool Operator pays out to all pool members according to the FPPS payout scheme, under which the block reward is based on a formulaic view of expected earnings and not on actual blocks mined by the Pool (e.g., using relative hashrate contributed by the

User and the current network difficulty). In the FAQs, the Pool Operator explicitly states that “in the FPPS model, the Pool Operator pays out the expected value to miners for the block subsidy and the transaction fees based on their hash contribution to the Pool, therefore absorbing all the risk on when the blocks are mined.” Based on these considerations and in accordance with ASC 606-10-25-27, we determined that the Company satisfies its performance obligation (i.e., contribution of hashrate to the Pool Operator) over time as the

Pool Operator simultaneously receives and consumes the benefits provided by the Company’s performance as we perform. The Company has access to monitor various metrics via the Pool Operator’s online portal, including hashrate and bitcoin rewards under the FPPS model, which are updated and settled by the Pool Operator on a daily basis (one day in arrears). As such, the Company recognizes revenue under the contract for each intraday period (less than 24 hours) in which hashrate is contributed to the Pool and when determined that it is not probable that a significant reversal of revenue recognized will occur. As the total consideration in the contract is determined daily under the FPPS payout scheme, which varies based upon hashrate contributed by the Company and the current network difficulty, we concluded that the consideration promised in the contract is variable in accordance with paragraphs 606-10-32-5 to 606-10-32-7. However, as such amounts are determined and settled by the Pool Operator within one day of completing the contract, the Company has the ability to estimate the variable consideration with reasonable certainty, such that it determined it unnecessary to estimate constraint on the variable consideration in accordance with ASC 606-10-32-11 to 606-10-32-13. For the avoidance of doubt, we advise the staff that we recognize revenue received in the form of bitcoin on the day such noncash consideration is earned (i.e., computing power provided), not upon receipt of bitcoin. For example, if the Company were to provide computing power to the Pool Operator on September 30, 2023, the Company would have the ability to estimate bitcoin earned based on hashrate provided and confirm the amount of bitcoin received on the following day

(October 1, 2023), such that the amount of revenue reported on September 30, 2023 for that respective day’s activity would be determined with reasonably certainty.

As the consideration paid by the Pool Operator to the Company is denominated in bitcoin, we determined this represents noncash consideration and recognize revenue in accordance with ASC 606-10-32-21 to ASC 606-10-32-24.

To measure the estimated fair value of the noncash consideration at contract inception, we originally determined the contract term to be each 24-hour period, such that we utilize the quoted opening price of bitcoin on the day of each daily contract term. As noted above, we have determined the contract term to be less than each 24-hour period and now adopted an accounting policy to aggregate individual contracts with individual terms less than 24-hours within each intraday period and apply a consistent point to value noncash consideration.

As such, when aggregating the individual contracts in a 24-hour period, the Company will continue to use the price of bitcoin at the start of day (00:00:00 UTC) when determining the fair value of noncash consideration received, ensuring that this point of time in each 24-hour period is consistently applied. In accordance with ASC 606-10-32-23, any changes in the fair value of the digital asset after contract inception due to the form of the consideration would not affect the transaction price for the revenue contract. Please refer to our response to question #4 below for details regarding our determination that Coinbase represents the principal market for our bitcoin.

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Please provide us your analysis supporting your revenue recognition policy for your data center hosting activities. In your response, where appropriate, reference for us the authoritative literature you relied upon to support your accounting: • Tell us your consideration of whether the agreement represents a lease under ASC 842; • Tell us what consideration is payable in cryptocurrency, which cryptocurrencies you

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accept as payment, and how those amounts are determined; and

of its revenue recognition related to data center hosting arrangements in accordance with ASC 606. Please see Appendix B for a representative sample contract of a Hosting Services Agreement.

When determining whether the Hosting Services Agreement represented a lease, we considered the definition of a lease under ASC 842-10-15-3: “a contract is or contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration.”

Per Section 2 of the Hosting Services Agreement, the

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Company “will provide rack space, electrical power, ambient air cooling, internet connectivity and physical security (“Services”) for Customer’s Mining Equipment at its

Facility.” Further, Section

7 provides that the Company has the explicit right to relocate the equipment within the Facility or to a different facility. The agreement does not provide for the customer to have rights to control the use of any part of the Lake Mariner facility. Due to the lack of identifiable asset and the lack of control, the Company determined the arrangement is not or does not contain a lease.

Per Section 4.1 of the Hosting Services Agreement, total consideration shall include [X]% of all bitcoin mined by the customer’s Mining Equipment at the Facility (the “Bitcoin Fee”), and the “Monthly Service Fee” as a cash payment equal to [Y]% of each of (i) $[Z] / MWh / month of the Customer’s Billing

Demand and (ii) the actual cost of the Customer’s Billing Demand. Note that a prior version of the Hosting Services Agreement was in effect for a portion of the fiscal year ended December 31, 2022, which contained a simpler pricing structure based on a fixed rate per kWh of electricity provided to the customer, payable to the Company in cash. Other contract terms were substantially similar to the representative sample Hosting Services Agreement provided. Similar to our considerations in response to question #2 above, we determined that the total consideration is dependent upon actual mining activity and electricity consumption over the term of the contract, and thus represents variable consideration in accordance with paragraphs 606-10-32-5 to 606-10-32-7. However, as the customer participates in the

Foundry USA Pool and such amounts are determined and settled by the Pool Operator within one day, the Company has the ability to estimate the variable consideration with reasonable certainty, such that it determined it unnecessary to estimate constraint on the variable consideration in accordance with ASC 606-10-32-11 to 606-10-32-13 at each reporting period.

As a portion of the total consideration paid by the customer to the

Company is denominated in bitcoin, we determined this portion represents noncash consideration and recognize revenue in accordance with

ASC 606-10-32-21 to ASC 606-10-32-24. To measure the estimated fair value of the noncash consideration at contract inception, we utilize the quoted opening price of bitcoin at contract inception. In accordance with ASC 606-10-32-23, any changes in the fair value of the digital asset after contract inception due to the form of the consideration would not affect the transaction price for the revenue contract. Please refer to our response to question #4 below for details regarding our determination that Coinbase represents the principal market for our bitcoin.

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Please tell us, and revise future filings, to disclose how you determine the quoted price of your digital assets and the principal market(s) used. Tell us how you identify these market(s). Refer to ASC Topic 820 and ASC 820-1035-5A.

of the quoted price of digital assets and the principal market(s) used in accordance with guidance per ASC 820, Fair Value Measurements.

In accordance with ASC 820-10-35-3 and 820-10-35-5, a fair value measurement contemplates an orderly transaction to sell the asset or transfer the liability in its principal market (or in the absence of a principal market, the most advantageous market). Under ASC 820, a principal market is the market with the greatest volume and activity level for the asset or liability.

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In accordance with ASC 820-10-35-5A, we determined our principal market considering all information that is reasonably available. In the absence of evidence to the contrary, the market in which an entity normally transacts for the crypto asset is presumed to be the principal market. As disclosed within Part

1, Item 1 of our Form 10-K for the Fiscal Year Ended December 31, 2022, we store and safeguard self-mined bitcoin in a cold storage wallet held by our custodian NYDIG Trust Company LLC. To the extent we sell any of our mined bitcoin, we do so using NYDIG Execution LLC (“NYDIG”), a Delaware LLC registered as a Money Services Business with the Financial Crimes Enforcement Network and licensed with a BitLicense by the New York State Department of Financial Services. NYDIG has advised us that it uses Coinbase as its pricing source. As such, and as

Coinbase is an established and active cryptocurrency market, we determined Coinbase to be the principal market.We further determine the fair value measurement of bitcoin based on the quoted price in that market and the fair value of the asset is measured within Level 1 as the product of the quoted price for the asset and the quantity held by the Company per ASC 820-10-35-6.

will amend the disclosures within Note 2 - Significant Accounting Policies of our Form 10-K and Form 10-Q related to “Cryptocurrencies” to disclose how we determine the quoted price of our digital currency and principal market used as follows:

“Digital currency, net

Digital currency, net is comprised of bitcoin earned as noncash consideration in exchange for providing computing power to a mining pool as well as in exchange for data center hosting services which are accounted for in connection with the Company’s revenue recognition policy disclosed above. From time to time, the Company also receives bitcoin as distributions-in-kind from its joint venture. Digital currency, net is included in current assets in the consolidated balance sheets due to the Company’s ability to sell bitcoin in a highly liquid marketplace and its intent to liquidate its bitcoin holdings to support operations when needed. The Company sells bitcoin on a first-in-first-out basis.

Digital currency, net is accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not subject to amortization but assessed for impairment annually, or more frequently if events or changes in circumstances indicate it is more likely than not that the asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test.

The Company has elected to bypass the optional qualitative impairment assessment and to track its bitcoin activity daily for impairment assessment purposes. The Company determines the fair value of its bitcoin on a nonrecurring basis in accordance with ASC 820 based on quoted prices on the active trading platform that the Company normally transacts and has determined is its principal market for bitcoin (Level 1 inputs) based on all information that is reasonably available. The Company performs an analysis each day to identify whether events or changes in circumstances, principally decreases in the quoted price of bitcoin on the active trading platform, indicate that it is more likely than not that its bitcoin are impaired. For impairment testing purposes, the lowest intraday trading price of bitcoin is identified at the single bitcoin level (one bitcoin). The excess, if any, of the carrying amount of bitcoin and the lowest daily trading price of bitcoin represents a recognized impairment loss.

To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of previously recorded impairment losses is prohibited. The Company recognized impairment of digital currency of $[X] million and $[Y] during the [current period] and the [prior period], respectively.

Bitcoin awarded to the Company through its mining activities are included as an adjustment to reconcile net loss to cash used in operating activities on the consolidated statements of cash flows.

Proceeds from sales of bitcoin are included within cash flows from operating activities on the consolidated statements of cash flows and any realized gains or losses from such sales are included in costs and operating expenses on the consolidated statements of operations.

The receipt of bitcoin as distributions-in-kind from equity investees are included within investing activities on the consolidated statements of cash flows as supplemental disclosures of noncash activities.”

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We note your disclosure on page 77 and from the Statement of Cash Flows, that you have classified activities related to digital currency as part of operating cash flows in the Consolidated Statement of Cash Flows. Please provide your accounting analysis supporting your conclusion that this activity is properly classified within cash flow from operating activities, instead of cash flows from investing activities.

of the cash flows related to digital currency in accordance with guidance per ASC 230, Statement of Cash Flows. Specifically, ASC 230-10-45-10 to ASC 230-10-45-17 outline the classification of cash flows as investing, financing, or operating activities.

We considered whether the cash flows from digital currency (i.e., cash proceeds from the sale of bitcoin) represent cash inflows from investing activities per ASC 230-10-45-11 to 230-10-45-12.

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These transactions do not represent cash flows from sale of available-for-sale debt securities; receipts from collections or sales of loans made by the entity and of other entities' debt instruments; receipts from sales of equity instruments of other entities; receipts from sales of property, plant, and equipment and other productive assets; or receipts from sales of loans that were not specifically acquired for resale. As such, we determined that classification as cash inflows from investing activities would not be appropriate.

We considered whether the cash flows from digital currency represent cash inflows from financing activities per ASC 230-10-45-14. These transactions do not represent proceeds from issuing equity instruments;

proceeds from issuing bonds, mortgages, notes, and from other shortor long-term borrowing; receipts from contributions and investment income that by donor stipulation are restricted for the purposes of acquiring, constructing, or improving property, plant, equipment, or other long-lived assets or establishing or increasing a donor-restricted endowment fund; or proceeds received from derivative instruments.

As such, we determined that classification as cash inflows from financing activities would not be appropriate.

Based on the above we determined that classifying cash flows from digital currencies as investing or financing activities would not be appropriate. While we considered that our digital currency is accounted for as an intangible asset and that cash inflows and outflows related to the purchase or sale of intangible assets are typically presented as investing activities, we determined that, based on the Company’s facts and circumstances and the nature of our bitcoin sales, the cash flows associated with digital currency should be classified as operating activities during the fiscal year ended December 31,

2022. Specifically, the Company received all digital currency during 2022 as a form of noncash consideration for routine operating activities, and converted the consideration to cash on a recurring basis to support operations. As disclosed within Item 1 of our Form 10-K for the

Fiscal Year Ended December 31, 2022, we state, in part,

“Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from miner hosting services to third parties. We do not hold, sell or transact in bitcoin or any other digital assets for anyone other than ourselves. We do not hedge our bitcoin...We sell bitcoin on a daily, weekly and monthly basis to pay for all operating expenses of the Company.”

As discussed in response to question #1 above, although mining operations began in March 2022 at the Lake Mariner facility, production increased significantly in Q3 2022 subsequent to the completion of construction on Building 1. Accordingly, the Company did not retain significant bitcoin balances nor sell bitcoin until August 2022. From this point on, bitcoin sales occurred regularly with weekly to bi-weekly sales in September through December 2022 as needed to support operations.

We determined that classifying these cash receipts as investing activities would not reflect the economics of the activity and could diminish an investor’s ability to assess the uncertainty of the Company’s prospective cash flows, This also is in line with guidance per ASC 230-10-45-16(c) which states, “all other cash receipts that do not stem from transactions defined as investing or financing activities” are cash inflows from operating activities. Accordingly we concluded that the cash flows from our 2022 sales of digital currencies should be classified as cash flows from operating activities within the statement of cash flows.

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We note that revenue is a defined term under ASC 606. Please tell us your consideration of whether the use of the term in your Revenue - Self-Mining Equivalent, Revenue- Hosting and Revenue Equivalent per Bitcoin would be misleading under Regulation G 101(b). Refer also to question 100.04 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures, updated December 13, 2022.

We acknowledge the Staff’s comment and advise the Staff that management does not believe the terms “Revenue - Self-Mining Equivalent,” “Revenue - Hosting,” and “Revenue

Equivalent per Bitcoin” would be misleading under Regulation G 100(b). On page 1 of Exhibit 99.1 to the Company’s Current

Report on Form 8-K filed on August 14, 2023, the earnings release begins with the section entitled “Second Quarter 2023 GAAP Operational and Financial Highlights” to ensure that the most directly comparable GAAP measure (revenue) is presented before the aforementioned non-GAAP measures and with equal or

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greater prominence. Additionally, the information in the context of the non-GAAP measures presented does not contain untrue statements of a material fact or omit to state a material fact. As denoted on page 5 of Exhibit 99.1 to the Company’s

Current Report on Form 8-K filed on August 14, 2023, the Company discloses the adjustments used to derive the non-GAAP measures ‘Revenue

- Self-Mining Equivalent’ and ‘Revenue - Hosting’ in footnotes 3 and 4, respectively.

We considered question 100.04 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures, updated December 13, 2022, and do not believe these non-GAAP measures violate Rule 100(b) of Regulation

G as the recognition and measurement principles used to calculate these measures are consistent with GAAP. Within ‘Revenue - Self-Mining

Equivalent,’ management calculates the profit sharing associated with short-term hosting arrangements as the quantity of bitcoin received from customers as consideration in the data center hosting revenue arrangement multiplied by the fair value of bitcoin at contract inception, consistent with the measurement principles applied under GAAP as described in our response to question #3 above. Management calculates the amount included within ‘Revenue - Self-Mining Equivalent’ representing TeraWulf’s net share of bitcoin produced at Nautilus (the Joint Venture) as the quantity of bitcoin received by Nautilus as consideration for participating in mining pool activities (related to the Company’s share of the Joint Venture’s hashrate) multiplied by the fair value of bitcoin at contract inception (i.e., daily opening price for each respective day the hashrate is provided to the pool as the contract term is deemed each 24-hour period). As such, the measurement principles used to compute TeraWulf’s share of revenue earned by the Joint Venture’s mining pool activities are consistent with the measurement principles used to compute revenue for the Company’s mining pool activities as described in response to question #2 above.

While we do not believe these non-GAAP measures to be misleading, for greater clarity and improved descriptive disclosures, we advise the Staff that we will revise future filings to define these non-GAAP metrics as follows:

Key Non-GAAP Metrics1

Bitcoin Self-Mined2

Value per Bitcoin Self-Mined3

Power Cost per Bitcoin Self-Mined

Avg. Operating Hash Rate (EH/s)4

Unaudited monthly results are based on estimates, which remain subject to standard month end adjustments. The Company’s share of the earnings or losses of the Nautilus facility is reflected in the caption “Equity in net loss of investee, net of tax” in the consolidated statements of operations. Accordingly, operating results of the Nautilus facility are not reflected in the revenue, cost of revenue or cost of operations lines in TeraWulf’s consolidated statements of operations.

Includes BTC earned from profit sharing associated with a short-term hosting agreement at the Lake Mariner facility and TeraWulf’s net share of BTC produced at the Nautilus facility.

Computed as the weighted-average opening price of BTC on each respective day the Self-Mined Bitcoin is earned.

While nameplate inventory for WULF’s two facilities is 5.5 EH/s, inclusive of gross total hosted miners, actual monthly hash rate performance depends on a variety of factors, including (but not limited to) performance tuning to increase efficiency and maximize margin, scheduled outages (scopes to improve reliability or performance), unscheduled outages, curtailment due to participation in various cash generating demand response programs, derate of ASICS due to adverse weather and ASIC maintenance and repair.

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Please tell us how you determined 'Revenue - Hosting' of $1.1 million in the 3 months ended 6/30/23, and how that compares to the $1.7 million of data center hosting revenue for the three months ended June 30, 2023 you report on page 16 of your Form 10-Q for the Quarterly Period Ended June 30, 2023.

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Similarly, please explain how you determined 'Revenue - Hosting' of $1.2 million in the 3 months ended 3/31/23, and how that compared to the $2.3 million of data center hosting revenue for the three months ended March 31, 2023 you report on page 16 of your Form 10-Q for the Quarterly Period Ended March 31, 2023.

as denoted within the footnote 4 on page 5 of Exhibit 99.1 to our Current Report on Form 8-K filed on August 14, 2023, we compute the non-GAAP measure ‘Revenue - Hosting’ by subtracting from data center hosting revenue (GAAP) the revenue recognized for the profit share portion of total consideration received under the contract - that is, the noncash consideration represented by the quantity of bitcoin received from the customer ([X]% of all bitcoin mined at the facility by the customer as denoted within response to question

#3 above) multiplied by the fair value of bitcoin at contract

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inception. As denoted within our response to question #6 above, this amount is included within ‘Revenue - Self-Mining Equivalent’ such that we determined it appropriate to exclude this from ‘Revenue

- Hosting’ so as to not present the same revenue amount within multiple measures concurrently in the report. As denoted within our response to question #6 above, as a matter of clarity, we advise the Staff that we will revise future filings to not include ‘Revenue

- Hosting’ as a non-GAAP measure.

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We note that TerraWulf's significant shareholders, AOW Capital LLC and Stammtisch Investments LLC are expected to beneficially own a controlling interest in the company after the business combination. Please revise the cover page to disclose this beneficial ownership and note the significant control those shareholders will have over the Company.

The cover page of the Revised Filing has been revised to disclose the expected concentrations of beneficial ownership and voting power and the resulting significant control that may be exercised over the Registrant. Read in the reply ↗

Please revise to clarify whether the company currently intends to liquidate, spin-off, or license the legacy IKONIC assets and operations as contemplated in the Contingent Value Rights issued by Telluride HoldCo.

The Revised

Filing contains supplemental disclosure clarifying the intent to seek a sale of the legacy IKONICS assets and operations after consummation of the mergers. Please see pages 15 and 113 for an example. Read in the reply ↗

Please clearly disclose that this transaction will result in a change of control (both in beneficial ownership and management) and that after the merger, the Company intends to operate in an entirely different sector and operations will be conducted primarily through TeraWulf.

The Revised

Filing contains additional prominent disclosure that the second merger will result in a change of control and that the post-merger company intends to operate in an entirely different sector and a substantial majority of the Registrant’s operations will be conducted through

TeraWulf. Please see pages 12 and 62. Read in the reply ↗

We note your disclosure here, and elsewhere that the "precise percentage of Holdco common stock that will be controlled by AOW Capital LLC and Stammtisch Investments LLC cannot be determined until the closing of the mergers." Furthermore, we note the disclosure in Note 5 to the financial statements that "the Series A Preferred Stock will automatically convert into common shares upon the closing of a QLE..." Please

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revise to provide a range of scenarios and estimated ownership percentages that will be held by participants following the completion of the transactions.

The

Revised Filing contains disclosure with respect to the percentage of Holdco’s voting power that Paul Prager, TeraWulf's Chief

Executive Officer, and Stammtisch Investments LLC together are expected to hold following the consummation of the mergers as well as changes to this percentage assuming a 20% increase or decrease in the closing sales price per share of IKONICS common stock. Please see pages 22, 23, 42, 43, 149 and 150. Read in the reply ↗

We note that adjustment (e) reflects approximately $17,000,000 for the estimated aggregate transaction costs for both TeraWulf and IKONICS, such as legal, financial advisory and accounting expenses that were not incurred as of March 31, 2021.

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Since you are accounting for the transaction as a business combination, please explain why these costs are not reflected in the unaudited pro forma condensed combined statements of operations. We refer you to Article 11-02 (a)(6)(i)(B) of Regulation S-X.

Please be advised that the Registrant intends for the method of presentation in the existing disclosure to follow the Staff’s interpretation set forth in Section 3250.1(c)(i) of the Division of Corporation Finance’s Financial Reporting Manual, which provides that for direct, incremental costs of the specific acquisition which are not yet reflected in the historical financial statements of either the target or acquirer, no adjustment should be reflected in the pro forma statement of comprehensive income, but the pro forma balance sheet should reflect an adjustment (as the costs are

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non-recurring and directly related to the transaction).

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We note that adjustment (g) represents awards with respect to shares of common stock issued to certain employees of Beowulf Electricity & Data Inc. (“Beowulf E&D”), a company controlled by TeraWulf’s Chief Executive Officer, upon consummation of the mergers in accordance with the administrative and infrastructure services agreements, dated as of April 27, 2021.

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Please explain why you are using the closing price per share of IKONICS Common Stock as of July 6, 2021 to value share awards due to Beowulf E&D employees. Explain whether you considered using the $25.79 Implied Holdco share price to value the share awards due to Beowulf E&D employees. Revise to present the expense associated with this transaction as a related party on the face of your unaudited pro forma condensed combined statements of operations.

Adjustment

(h) to the unaudited pro forma condensed combined financial information appearing in the Revised Filing on page 35 has been revised to use the Implied Holdco share price to value the share awards due to employees of Beowulf Electricity & Data Inc. The Registrant further advises the Staff that the unaudited pro forma condensed combined statement of operations has been revised to present the expense associated with the shares of common stock to be issued to certain employees of Beowulf Electricity & Data Inc. as a related party expense. Read in the reply ↗

We note on June 15, 2021 that Nautilus Cryptomine LLC (“Nautilus”) executed purchase agreements whereby the estimated aggregate purchase price of the miners under the First Quarter 2022 Bitmain Agreement is approximately $98.2 million, and the estimated aggregate purchase price of the miners under the Second Quarter 2022 Bitmain Agreement is approximately $89.7 million.

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We also note that on March 19, 2021, TeraWulf, executed the equipment purchase agreement (the “ Minerva Agreement ”) for an aggregate purchase price of approximately $118.5, and the Company paid an initial deposit of $23.7 million that is included in deposits in the balance sheet as of March 31, 2021 and in May 2021 an incremental deposit of $12.3 million was paid to Minerva in connection with the Minerva Purchase Agreement. We further note from your risk factors that Holdco will be highly dependent on the Minerva agreement and each of the Bitmain agreements for the development of its business models. Due to the significance of these agreements for the development of your business, please explain your consideration of providing financial statements for Bitmain and Minerva, pursuant to Rule 3-13 of Regulation S-X.

The

Registrant, after consultation with TeraWulf, does not believe the stand-alone financial statements of Minerva Semiconductor Corp.

or Bitmain Technologies Limited (each, a “Miner Supplier” and, together, the “Miner

Suppliers”) are necessary or appropriate for an adequate presentation of the financial condition of TeraWulf, before or after the consummation of the mergers, or for the protection of investors. Each Miner Supplier is a global technology company with diverse operations and very different financial profiles from TeraWulf.

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The Miner Suppliers and TeraWulf are not engaged in business relationships other than in a traditional technology supplier-customer relationship. In the case of each Miner Supplier, the entity has other customers. In the case of TeraWulf, there are other suppliers of bitcoin mining equipment in the marketplace. In each case, the existing agreements with the Miner Suppliers do not hinder any party’s pursuit of business relationships outside of the respective agreements between each of the Miner Suppliers and Nautilus Cryptomine LLC.

Minerva Semiconductor Corp. holds a 5% interest in the TeraWulf Series A Preferred Stock issued in June 2021, which issuance was consummated several months subsequent to the entry by Nautilus Cryptomine LLC and Minerva Semiconductor Corp. into the equipment purchase agreement in March 2021 (the “Minerva

Agreement”). Minerva Semiconductor Corp.’s investment in the Series A Preferred Stock is not related to the Minerva Agreement nor to any other agreement with TeraWulf and was entered into under the same terms and conditions as any other investor in the Series

A Preferred Stock. Upon closing of the mergers and the mandatory conversion of the Series A Preferred Stock, Minerva Semiconductor Corp.

is expected to own less than 0.5% of the then outstanding shares of Holdco common stock.

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You disclose that TeraWulf has agreed to pay Beowulf E&D an annual fee for the first year in the amount of $7,000,000 payable in monthly installments, and an annual fee equal to the greater of $10,000,000 or $0.0037 per kilowatt hour of electric load utilized by the Facilities thereafter. Please explain your consideration of including the annual fee in your pro forma financial statements.

The Revised

Filing contains pro forma financial statements through June 30, 2021. The effects of the annual fee due under the administrative and infrastructure services agreement from the effective date of the agreement to June 30, 2021 is included in column (1) in the pro forma condensed combined statement of operations for the six months ended June 30, 2021 that appears in the Revised Filing.

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After consultation with TeraWulf, the Registrant respectfully advises that it could be misleading to investors to include the pro forma effects of expenses under the administrative and infrastructure services agreement in pro forma periods prior to the effective date of the administrative and infrastructure services agreement because those expenses include services, among others, for engineering development, construction and operation of bitcoin mining facilities and the benefits of such services would not be equally recognized in such pro forma periods.

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You disclose that on June 2, 2021, TeraWulf entered into the Electrical Infrastructure and Equipment Sales Agreement with Somerset, pursuant to which Somerset sold and delivered to TeraWulf certain electrical infrastructure and equipment located in Barker, New York in an “as is” sale with no representations or warranties provided by Somerset with respect to the equipment for $632,000.

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Please tell us your consideration of including this transaction in your pro forma financial statements.

Please be advised that the accounting consequences related to the electrical infrastructure and equipment sales agreement are included in column (1) in the pro forma condensed combined balance sheet as of June 30, 2021 that appears in the Revised Filing, through a reduction in cash and an increase in property, plant and equipment. Read in the reply ↗

We note that in June 15, 2021, TeraWulf consummated a private placement of 2,000,000 shares of TeraWulf’s Series A Preferred Stock, at a price per share of $25.00, to certain individuals and accredited investors, for an aggregate amount of $50.0 million (the “Series A Private Placement”).

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We further note that the Series A Preferred Stock will automatically convert into shares of TeraWulf Common Stock upon the consummation of an initial public offering by TeraWulf or the consummation of a merger or other transaction following which TeraWulf will be listed on a nationally recognized securities exchange. Please tell us your consideration of including the private placement in your pro forma financial statements.

Please be advised that the accounting consequences related to the issuance of the Series A Preferred Stock are included in column (1) in the pro forma condensed combined balance sheet as of June 30, 2021 that appears in the Revised Filing, through an increase in cash (certain amounts subsequently expended) and an increase in the Series A Preferred Stock, net of issuance costs. Read in the reply ↗

You disclose that on May 13, 2021, the Company and Talen Energy Corporation (the “Members”) entered into a joint venture, Nautilus Cryptomine LLC (“Nautilus”), to develop up to 300 MW of zero-carbon bitcoin mining in Pennsylvania with operations expected to commence in Q2 2022 (the “Joint Venture”).

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You further disclose that concurrently with the execution of the Joint Venture agreement, TeraWulf assigned the Minerva Purchase Agreement to Nautilus and the Joint Venture counterparty reimbursed the Company $18.0 million for 50% of the deposits made to Minerva as of that date and on June 15, 2021, Nautilus entered into two Non-fixed Price Sales and Purchase Agreements for the purchase of miners from Bitmain Technologies Limited (“Bitmain”) that included an initial deposit of $23.5 by the Company in accordance with its 50% interest in the Joint Venture. Please expand your disclosure to include the accounting treatment to be afforded to the joint venture and tell us your consideration of including the joint venture and related transactions in your pro forma financial statements. Explain your consideration of providing financial statements for the joint venture pursuant to Rule 3-09 of Regulation S-X.

As a result of the passage of time from the last filing, the Revised Filing contains updated financial statements for the period ended June 30, 2021.

Please be advised that the accounting treatment for the Joint Venture appears in Notes 2 and 6 of TeraWulf Inc. and its subsidiaries’ unaudited interim condensed consolidated financial statements as of and for the three months ended June 30, 2021.

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Note 2 of the aforementioned financial statements includes a summary of TeraWulf’s consideration of the accounting related to the joint venture in the unaudited interim condensed consolidated financial statements, which is identically reflected in the pro forma condensed combined financial statements.

A relevant excerpt from Note 2 follows:

Variable Interest Entities

Variable interest entities

(“VIE”) are legal entities in which equity investors do not have (i) sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support, or (ii) as a group, the holders of the equity investment at risk do not have either the power, through voting or similar rights, to direct the activities of the legal entity that most significantly impact the entity’s economic performance, or (iii) the obligation to absorb the expected losses of the legal entity or the right to receive expected residual returns of the legal entity. The Company would consolidate any VIE in which it has a controlling financial interest through being deemed to be the primary beneficiary of the VIE. The primary beneficiary of a VIE has both of the following characteristics: (1) the power to direct the activities of the VIE that most significantly impact its economic performance; and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could be significant to the VIE. If both characteristics are met, the Company considers itself to be the primary beneficiary and therefore will consolidate that VIE into its consolidated financial statements.

The Company determines whether it is the primary beneficiary of a VIE upon initial involvement with a VIE and reassesses whether it is the primary beneficiary of a VIE on an ongoing basis. The determination of whether an entity is a VIE and whether the Company is the primary beneficiary of a VIE is based upon facts and circumstances for the VIE and requires significant judgments such as whether the entity is a VIE, whether the Company’s interest in a VIE is a variable interest, the determination of the activities that most significantly impact the economic performance of the entity, whether the Company controls those activities, and whether the Company has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE.

In 2021, the Company entered into a joint venture, Nautilus Cryptomine LLC (“Nautilus”) with an unrelated co-venturer, to develop, construct and operate a bitcoin mining facility in Pennsylvania. Due to the initial nature of the joint venture and the continued commitment for additional financing, the Company determined Nautilus is a VIE. While the Company has the ability to exercise significant influence over Nautilus, the Company has determined that it does not have the power to direct the activities that most significantly impact the economic performance of Nautilus.

Most rights, obligations, and the power to direct the activities of Nautilus that most significantly impact Nautilus’ economic performance are shared equally by both parties within the joint venture and when not equally shared, are predominantly under the control of the co-venturer, including the co-venturer’s control of the board of managers. As such, the Company has determined that it is not the primary beneficiary of Nautilus and, therefore, has accounted for this entity under the equity method of accounting. Risks associated with the Company’s involvement with Nautilus include a commitment to fund additional equity investments. See Note 6 for additional information.

Equity Method of Accounting

Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the

Company exercises significant influence with respect to an investee depends on an evaluation of several factors including, among others, representation on the investee company's board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the investee company. Under the equity method of accounting, an investee company's accounts are not reflected within the

Company's condensed consolidated balance sheets and statement of operations; however, the Company's share of the earnings or losses of the investee company is reflected in the caption “Equity in net loss of investee, net of tax” in the condensed consolidated statement of operations. The Company's carrying value in an equity method investee company is reflected in the caption “Equity in net assets of investee” in the Company's condensed consolidated balance sheets.

When the Company's carrying value in an equity method investee company is reduced to zero, no further losses are recorded in the Company's condensed consolidated financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized.

The Company's investment in companies that are accounted for under the equity method of accounting consists of a 50% interest in Nautilus. See Note 6 for additional information.

The Registrant, after consultation with TeraWulf, respectfully advises the Staff that it has considered providing financial statements for the joint venture pursuant to

Rule 3-09 of Regulation S-X and believes the criteria of Rule 210.1-02(w) are not met in regard to Nautilus Cryptomine LLC because it was not in existence as of the end of TeraWulf Inc.’s most recently completed fiscal year (March 31, 2021) and, therefore, believes that separate financial statements are not required to be contained in the Filing. Please be advised that Note 6 to TeraWulf Inc. and its subsidiaries’ unaudited interim condensed consolidated financial statements as of and for the three months ended June 30, 2021 includes the condensed financial position and results of operation of Nautilus Cryptomine LLC for the same period. The Registrant further advises the Staff that at each reporting date it will reconsider the provisions of Rule 3-09 of Regulation S-X and the potential need to include the financial statements of Nautilus Cryptomine LLC in future filings.

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We note that the unaudited pro forma condensed combined financial information was prepared without the application of held for sale accounting to any long-lived asset or disposal group of IKONICS. Please provide us with your analysis of when it is expected that the applicable held for sale criteria will be met. We refer you to ASC 205-20-45-1E.

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In addition, please provide disclosure that clearly describes the status of the process to dispose of IKONICS' business and describe in clear terms what the disposal effects will be on the financial statements. Explain why the disposal has not been reflected as an other transaction adjustment. Refer to Rule 11-01(a)(8) of Regulation S-X. This disclosure should discuss the uncertainties and risk from disposing of this business including the potential for a loss to be recognized.

As further discussed in the response to Comment 2, the Revised Filing contains supplemental disclosure discussing the intent to dispose of the legacy

IKONICS assets and operations after the consummation of the mergers pursuant to one or more sale transactions in accordance with the requirements of the Contingent Value Rights Agreement.

with TeraWulf, does not believe that the potential sale of the pre-merger IKONICS’ business meets the “held for sale” requirements of ASC 205-20-45-1E because (i) the merger agreement generally restricts IKONICS’ ability to sell its assets and operations and

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there is no expectation that IKONICS will commit to a plan to sell its assets and operations until after the consummation of the mergers, and (ii) it is not expected that the IKONICS pre-merger business will be actively marketed for sale until after the consummation of the mergers. In lieu of a description of the status of the process to dispose of IKONICS’ assets or operations, the Revised Filing contains supplemental disclosure further highlighting the restrictions on conducting such a process prior to the consummation of the mergers.

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Your disclosures indicate that the preliminary estimated CVR portion of the purchase price is computed based primarily on a historical time weighted average of market capitalization of IKONICS less certain working capital items on the balance sheet of IKONICS over the prior eight quarters. Please provide us with your calculation of the preliminary estimated CVR portion of the purchase price.

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Revise your disclosures to explain in greater detail how you determined the preliminary estimated fair value of the CVR. Explain how you plan to account for changes in the fair value of the CVR at each reporting period. Your response should address how your accounting for the CVR will comply with ASC 805-30-25-6 and 25-7.

The Revised

Filing contains supplemental disclosure on page 33 to describe in more detail the determination of the preliminary estimated value of the CVR. Please be advised that the calculation of the preliminary estimated CVR portion of the purchase price used a weighting regime applied to the quarterly adjusted average market capitalizations of IKONICS based on a weighting factor of eight for the second quarter of 2021 and, for each successive prior quarter based on a weighting factor that decreases by a factor of one as compared to the immediately succeeding quarter.

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For example, the first quarter of 2021 would have a weighting factor of seven and the third quarter of 2019 would have a weighting factor of one.

with TeraWulf, expects that changes in the contingent consideration represented by the CVR, which is classified as a liability, in accordance with ASC 805-30-35 whereby any change in fair value will first be evaluated to determine if it qualifies as a measurement period adjustment

(an unlikely event) or not based on whether information (i) will reflect facts and circumstances that existed at the acquisition date or (ii) will relate to changes resulting from events after the acquisition date. At each reporting date, changes in CVR fair value that are not measurement period adjustments would be reflected in the consolidated statement of operations for that period.

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Expand the disclosure in footnote 3(f) to show an estimated or preliminary allocation of the purchase price to the tangible and intangible assets acquired. Also, for each class of intangibles acquired disclose the related amortization period and the related amortization expense should be shown in the pro forma financial statements.

The Revised

Filing contains an estimated and preliminary allocation of the purchase price to the tangible and intangible assets acquired in footnote

3(g) to the pro forma condensed combined financial statements. For each class of intangible assets acquired, the related estimated and preliminary amortization period and expense has been disclosed. The amounts disclosed in footnote 3(g) are reflected in the pro forma condensed combined financial statements. Read in the reply ↗

We note that your articles of incorporation will contain an exclusive forum provision. Please describe the provision in your registration statement and disclose whether this provision applies to actions arising under the Securities Act or Exchange Act.

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In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your registration statement to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

Article XII of the form of Holdco’s post-merger amended and restated certificate of incorporation has been revised to state, in relevant part, that the exclusive forum provision “shall not apply to suits brought to enforce a duty or liability created by the Securities Exchange

Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction.” Please see pages 177, F-6 and G-19 in the Revised Filing for related supplemental disclosure.

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In addition, the Revised Filing includes an additional risk factor in the section titled “Risk Factors” relating to the exclusive forum provision in Holdco’s amended and restated certificate of incorporation. Please see pages 44 and 45.

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We note your disclosure that the Board determined the pre-transaction valuation for TeraWulf was $2.0 billion. Please revise to discuss how the board determined that this was fair and reasonable. In addition, include more detailed disclosure regarding how this valuation was prepared, including the companies compared and the metrics used in the comparison.

The references to the pre-transaction values of TeraWulf represent valuations implied by the relative ownership and the market capitalization of IKONICS at each point in the negotiations. The Revised Filing contains supplemental and revised disclosure to more clearly state the nature of the implied valuations throughout the course of negotiations among IKONICS and TeraWulf. Read in the reply ↗

Please revise your disclosure throughout this section to provide greater detail regarding the background of the transaction, including the material issues discussed and key negotiated terms. The disclosure should provide shareholders with an understanding of how, when, and why the material terms of your proposed transaction evolved and why this transaction is being recommended as opposed to any alternatives.

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In your revised disclosure, please ensure that you address the following: • the material terms for any proposals and subsequent proposals and counter offers; • how you determined valuations and why you consider them reasonable; • at what point other strategic alternatives were eliminated from consideration Financial Forecasts, page 69

The Revised

Filing contains supplemental and revised disclosure under the heading “Background to the Mergers” to, among other things, provide additional detail of the background of the transaction, including the items noted by the Staff, beginning on page 63. Read in the reply ↗

We note that your forecasts assume "bitcoin’s growth from a starting point of $35,000 and increasing at a rate of 1% per month." For clarity, please revise to provide the associated Bitcoin value at each year end using that assumption.

The forecasts were prepared based on projected average prices of one bitcoin over each period rather than a single year-end value. Accordingly, the tabular disclosure of the forecasts set forth on page 76 of the Revised Filing has been supplemented to include a separate line providing the projected average bitcoin price for each fiscal year presented. Read in the reply ↗

We note the assumptions used in preparing your projections through 2027. Please clarify the following: • the basis for the 1% monthly growth in Bitcoin over the six year period; • how you determined that the network hashrate will be ~498 Eh/s at the end of 2027 and how you assumed a planned expansion with approximately 230,000 miners deployed by 2027E.

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In that regard, we note that over the last six years the Bitcoin hashrate has increased by a substantially greater degree than your projections for hashrate over the next six years; • the assumed overall network hash rate at the end of each period presented; • The basis for growth in average bitcoin transaction fees as a percentage of mining revenue from a starting point of 7.5% increasing ratably to 54.4% by 2027E • How you determined that mining equipment cost of $50/TH and how you considered increases in mining equipment costs and supply constraints. • whether you assumed increases in ASIC efficiency in TH per watt, and, if so, what rate you used for your assumptions for each period presented; and • your assumptions regarding your power costs and selling, general and administrative expenses for the periods presented in your forecasts. In addition, please revise to explain how you have a reasonable basis to project results six years in the future given that Terawulf has not generated any revenue and has a limited operating history.

The Revised

Filing contains supplemental disclosure clarifying several assumptions underlying the projections, including each of the items identified in the Staff’s comments, beginning on page 75.

In evaluating the reasonableness of the assumed 1% monthly growth in the value of one bitcoin, IKONICS compared historical changes in bitcoin values over the prior 12, 24, and 36 months, each of which substantially exceeded 1%.

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Because increases in the bitcoin growth rate would have only increased the valuation implied by the model, we viewed the 1% growth rate to be reasonable in light of the potential continued volatility and relative uncertainty inherent in predicting the value of bitcoin and cryptocurrencies generally.

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Please revise this section to provide balancing disclosure regarding the limitations on the underlying assumptions. As part of your discussion, address the speculative nature of assessing the future difficulty and hash rate of the Bitcoin network given the past rates of increase, and the expected efficiency improvements in ASIC miners, in addition to your other underlying assumptions.

The Revised

Filing contains supplemental balancing disclosure regarding the limitations on the underlying assumptions on page 77. Such discussion is intended to further supplement the risk factors set forth the Revised Filing. Read in the reply ↗

Please revise to disclose in greater detail the basis for and the nature of the key elements and material assumptions underlying the forecasts for revenue, gross profit, net income, EBITDA and capital expenditures.

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Explain how you determined that the assumptions are reasonable and the level of support is persuasive considering the volatility in the entire cryptocurrency industry, including the value of bitcoin; cryptocurrencies are a relatively new concept and asset class and; Bitcoin has a limited history and its price has been particularly volatile. Explain how your underlying forecasts consider the supply constraints at chip foundries, which you disclose are expected to impact pricing and delivery schedule. Please note that an absence of adequate support may preclude a registrant's ability to include prospective financial statements in the filing. Additionally, a company with a limited operating history may not have a reasonable basis to present a financial forecast beyond one year.

The Revised

Filing contains supplemental disclosure describing in further detail the key elements and material assumptions of bitcoin mining economics underlying TeraWulf’s financial forecasts. Please see pages 75 to 77. Read in the reply ↗

We note that substantially all TeraWulf’s revenue will be derived from two primary sources: earning bitcoin rewards and transaction fees for validating transactions. Please disaggregate revenue to include estimated revenue for bitcoin rewards and transaction fees. Provide the underlying assumptions and metrics for each of these revenue line items that supports your estimates.

The Revised

Filing includes a table disaggregating the components of revenue and explanatory footnotes relating to the bitcoin rewards revenue and transaction fee revenue. Please see pages 76 and 77. Read in the reply ↗

Please discuss how the company will utilize mining pools and how mining pools operate. As part of your discussion, explain whether the company will aggregate the hashing power into pools hosted by third-parties, or if they the company intends to operate its own mining pool.

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To the extent applicable, be sure to address the fees associated with thirdparty pool operators and tell us whether you have any agreements with any pool operators.

The Revised

Filing includes a description of the operation of third-party mining pools and TeraWulf’s plans to utilize one or more third-party mining pools. Please see pages 119 and 120. Read in the reply ↗

Please revise your disclosure to discuss whether you have a policy regarding when you intend to sell Bitcoin for fiat currency to fund operations or growth, whether you intend to acquire digital assets other than Bitcoin, what exchange you intend to use for converting your Bitcoin to fiat currency, and the fees generally incurred for conversion.

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To the extent you have an agreement with a third-party exchange, please disclose the material terms and file the agreement as an exhibit.

The Revised

Filing includes supplemental information with respect to TeraWulf’s plans and policies to exchange bitcoin for fiat currency. Please see page 121. Read in the reply ↗

You disclose that TeraWulf’s present capital resources are not sufficient to fund the planned development of its business, including the projected build out of its bitcoin mining facility sites, for a twelve-month period without additional sources of capital. Please revise to include a detailed discussion of your ability to meet your liquidity needs both on a long-term and short-term basis.

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Specifically, disclose the minimum funding that will be required to remain in business for at least the next 12 months. Also, disclose the minimum period of time you will be able to conduct planned operations using currently available capital resources. Your disclosures should also discuss your ability to satisfy your obligations according the various agreements relating to TeraWulf’s business and operations as disclosed beginning on page 114 of your filing. We refer to Item 303(a) of Regulation S-K.

The Revised

Filing includes supplemental disclosure further addressing TeraWulf’s ability to meet its liquidity needs and a related table setting forth TeraWulf’s contractual obligations and other commitments beginning on page 136. Read in the reply ↗

Your liquidity disclosures indicate that certain factors, among others, raise doubt about TeraWulf’s ability to continue as a going concern. Please describe management’s plans in greater detail and whether those plans alleviate substantial doubt as to your ability to continue as a going concern.

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Address any additional information about relevant events or conditions and management’s plans that have become available in subsequent interim periods. We refer to ASC 205-40-50-(12 through14).

The

Revised Filing describes in greater detail TeraWulf’s plans to fund the development of its business operations. Please see pages 136 and 137. Read in the reply ↗

We note that this section identifies several transactions as related party transactions. Please revise to identify the related party and to provide the nature of the relationship to the issuer, and the aggregate payments to be made for each transaction. Refer to Item 18(a)(7)(iii) of Form S-4 and Item 404 of Regulation S-K.

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In addition, it appears that Beowulf E&D provides the office space for your headquarters, but that transaction is not included in your related party transaction discussion. Please revise.

The Revised

Filing includes supplemental and revised disclosure to more specifically identify related parties, the nature of their relationship to

TeraWulf, and the payments to be made under such related party transactions starting on page 161. In addition, the Revised Filing includes a discussion of the office space provided by Beowulf E&D. Please see page 162. Read in the reply ↗

Please disclose the natural person or persons who exercise sole or shared voting and/or dispositive powers with respect to the shares held by Stammtisch Investments LLC and AOW Capital LLC.

As addressed in the Registrant’s response to Comment 1, the Revised Filing reflects recent changes to the significant stockholders of TeraWulf.

For each of TeraWulf’s current significant stockholders, the Revised Filing includes footnotes to the beneficial ownership tables disclosing the natural person or persons who exercise voting and/or dispositive powers with respect to the shares held. Please see pages

184 to 186. Read in the reply ↗

Please tell us whether the beneficial ownership table accounts for the conversion of the Series A Preferred stock sold in the private placement that concluded on June 15, 2021. To the extent it does not, please revise to include the beneficial ownership of officers, directors, and greater than 5% for each class of securities outstanding and provide a discussion of the conversion features. Terawulf, Inc.

The Revised

Filing contains revisions to clarify that (x) the beneficial ownership table for TeraWulf common stock does not include shares of TeraWulf common stock issuable upon conversion of the Series A Preferred Stock and (y) the beneficial ownership table for Holdco common stock includes shares of Holdco common stock issuable upon conversion of the Series A Preferred Stock. The Registrant further advises the Staff that no holder of Series A Preferred Stock is expected to hold 5% or more of the shares of Holdco common stock following the consummation of the mergers.

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Please see pages 184 to 186.

TeraWulf, Inc.

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Please disclose in sufficient detail your revenue recognition accounting policy. General

The Revised

Filing discloses TeraWulf’s revenue recognition policy in Note 2 of TeraWulf Inc. and subsidiaries’ unaudited interim condensed consolidated financial statements as of and for the three months ended June 30, 2021. A relevant excerpt from Note 2 follows:

Revenue recognition

The Company recognizes revenue under

FASB ASC 606 “Revenue from Contracts with Customers.” The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company

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expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

• Step 1: Identify the contract with the customer

• Step 2: Identify the performance obligations in the contract

• Step 3: Determine the transaction price

• Step 4: Allocate the transaction price to the performance obligations in the contract

• Step 5: Recognize revenue when the Company satisfies a performance obligation

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service

(or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract

(i.e., the promise to transfer the good or service is distinct within the context of the contract).

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:

• Variable consideration

• Constraining estimates of variable consideration

• The existence of a significant financing component in the contract

• Noncash consideration

• Consideration payable to a customer

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

Mining pools

The Company intends to enter into cryptocurrency mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are expected to be terminable at any time by either party and our enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company will be entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less fees to the mining pool operator), for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.

Consideration is constrained from recognition until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive; at this time, cumulative revenue is no longer probable of significant reversal, i.e., associated uncertainty is resolved. Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt.

There is no significant financing component in these transactions. There is, however, consideration payable to the customer in the form of a pool operator fee, payable only if the pool is the first to solve the equation; this fee will be deducted from the proceeds the Company receives and will be recorded as contra-revenue, as it does not represent a payment for a distinct good or service.

Providing computing power in cryptocurrency transaction verification services will be an output of the Company’s ordinary activities. The provision of providing such computing power is a performance obligation. The transaction consideration the Company receives, if any, is non-cash consideration and is all variable.

Fair value of the cryptocurrency award received for cryptocurrency transaction verification services is determined using the quoted price of the related cryptocurrency at the time of receipt. There is no significant financing component in these transactions.

Cryptocurrencies

Cryptocurrencies, including bitcoin, will be included in current assets in the consolidated balance sheets. Cryptocurrencies purchased will be recorded at cost and cryptocurrencies awarded to the Company through the Company’s mining activities will be accounted for in connection with the Company’s revenue recognition policy disclosed above.

Cryptocurrencies will be accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, the Company is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.

Purchases of cryptocurrencies made by the Company will be included within investing activities in the consolidated statements of cash flows, while cryptocurrencies awarded to the Company through its mining activities will be included as a non-cash adjustment within operating activities on the consolidated statements of cash flows. The sales of cryptocurrencies will be included within investing activities in consolidated statements of cash flows and any realized gains or losses from such sales will be included in other income (expense) in the consolidated statements of operations.

The Company will account for its gains or losses in accordance with the first in first out (“FIFO”) method of accounting.

There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations.

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We note that the Articles of Incorporation include a provision renouncing the corporate opportunities doctrine "relating to the Sponsor’s continued involvement in (A) the Bitcoin mining business in Hardin, MT, that is in existence as of the date of the filing of this Amended and Restated Certificate of Incorporation, on behalf of Beowulf Energy LLC in connection with its building and operation of a data center for

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Marathon Digital Holdings Inc." In an appropriate location in the prospectus, please revise to disclose the nature of the Sponsor's relationship with the enumerated entities, the identity of the Sponsor and affiliated entities, and any potential conflicts of interest.

The Revised

Filing includes supplemental disclosure with respect to the limited renouncement of the corporate opportunities doctrine in relation to the bitcoin mining business in Hardin, Montana, in connection with building and operation by Beowulf Energy LLC of a data center for Marathon

Digital Holdings Inc. See pages 176 and 177. Read in the reply ↗

We note your response to prior comment 1. Please revise to provide the specific voting control, or range of possible percentages, that will be held by your controlling shareholder upon completion of the business combination.

The cover page of the Revised Filing has been modified to reflect voting control based on the Company’s stock price, including a range of possible percentages based on a hypothetical increase or decrease in the referenced stock price. Read in the reply ↗

We are still considering your response to prior comment 11 that you do not believe separate financial statements for the joint venture are required in accordance with Rule 309 of Regulation S-X. However, due to the significance of the joint venture to your business including the entry into significant agreements highlighted in this filing, please explain your consideration of providing separate financial statements

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in accordance with Rule 3-13 of Regulation S-X.

The Registrant, after consultation with TeraWulf, believes that the existing disclosures relating to Nautilus Cryptomine LLC (“Nautilus”) in the Registration Statement provide an investor with the information necessary for the adequate presentation of the financial condition of TeraWulf. Accordingly, the Registrant respectfully advises that stand-alone financial statements of Nautilus are not necessary or appropriate for an adequate presentation of the financial condition of TeraWulf or for the protection of investors.

Securities and Exchange Commission

Nautilus, which commenced operations

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in May 2021, is in the early stage of developing the Nautilus Cryptomine Facility and has not commenced bitcoin mining operations. The Registration Statement includes substantial disclosure about Nautilus, its operations and its contracts, including the Talen Joint Venture Agreement, the equipment supply agreements with Bitmain Technologies Limited and Minerva Semiconductor Corp., the Nautilus Cryptomine Facility Ground Lease, the

Beowulf E&D Facility Operations Agreement and the Talen Corporate Services Agreement. Note 6 to TeraWulf Inc. and its subsidiaries’ unaudited interim condensed consolidated financial statements as of and for the three months ended June 30, 2021 (“TeraWulf Financial

Note 6”) includes the condensed financial position and results of operation of Nautilus for the three months ended June 30,

2021, which period includes Nautilus’ commencement of operations. The significant items in Nautilus’ financial statements would be limited to deposits with bitcoin miner suppliers and an intangible asset related to the electricity component of the Nautilus

Cryptomine Facility Ground Lease. Each of these items, including the contracts identified above, is discussed in detail in TeraWulf Financial

Note 6. The Registrant expects to continue to reassess the provisions of Rules 3-09 and 3-13 of Regulation S-X and the potential appropriateness of separate financial statements of Nautilus in future filings.

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We note your response to prior comment 12. Please clarify and confirm whether the sale of the pre-merger business or assets of IKONICS ("Disposition") is required as a condition of the proposed merger. Tell us whether an affirmative vote for the proposed merger requires you to use reasonable best efforts to pursue and consummate the Disposition as soon as reasonably practicable.

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Please note that if authorization is sought from shareholders for the disposition of a significant business (including spin-offs), unaudited financial statements of that business should be provided in the proxy statements for the same periods as are required for the registrant (along with pro forma information). IKONICS' audited financial statements might satisfy the requirement for historical financial statements of the business to be disposed if it represents substantially all the business to be sold. However, pro forma financial statements should be provided presenting the sale as a discontinued operation for all periods presented in your historical audited financial statements.

The Revised Filing contains supplemental disclosure further clarifying that the Disposition is not required as a condition precedent to closing under the Agreement and Plan of

Merger dated June 24, 2021, as amended (the “Merger Agreement”). Section 5.4 of the Merger Agreement prohibits solicitation or facilitation of any proposal that would constitute a Disposition until after IKONICS’ shareholders have voted and, pursuant to Section 5.19 of the Merger Agreement and the form of Contingent Value Rights Agreement (the “CVR Agreement”), we will use reasonable best efforts to consummate the

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Disposition as soon as reasonably practicable after closing. As stated in the Registration

Statement, there is no guarantee that such efforts will be successful or, if successful, that they will occur within the period covered by the CVR Agreement. Although we intend to seek the sale of up to all of the pre-merger business and assets of IKONICS, without definitive terms for such a Disposition, we cannot reasonably estimate the scope of the business or assets to be sold and, therefore, IKONICS’ audited financial statements represent the best available information. It is not currently anticipated that a Disposition will require a vote of the stockholders of Holdco. Accordingly, because there are no active efforts to complete a Disposition and because there are no active efforts from which to reasonably assess probability, it cannot be deemed probable that any Disposition would be consummated within twelve months of the submission of the Revised Filing, no part of the IKONICS business or assets are currently eligible for classification as either discontinued operations or assets held for sale for the periods presented.

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Please revise to identify the third-party representative that introduced several potential targets to IKONICS in February 2021.

Each of the potential targets initially contacted IKONICS directly. Read in the reply ↗

We note your response to prior comment 19. Please revise to provide the expected total hash rate the company intends to deploy for each period presented. Also, include your calculations and a more detailed discussion for arriving at a gross revenue of $437 million in 2022 based on your currently expected delivery schedule and available miners and electricity.

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In addition, explain how you have a reasonable basis to project financial results, Bitcoin hash rate, and Bitcoin price, six years into the future given that Terawulf has a limited operating history and the historic volatility of Bitcoin and the associated hash rate.

The Revised Filing sets forth the expected total hashrate deployed by TeraWulf for each period presented and a detailed discussion of the assumptions underlying the expected gross revenue of $437 million in 2022. See pages 76, 77 and 78.

TeraWulf’s prospective financial information reflects certain assumptions and estimates with respect to industry performance and economic and financial conditions, as well as assumptions and estimates related to the business and operations of TeraWulf.

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A summary of material assumptions, and the basis for such material assumptions, underlying TeraWulf’s prospective financial information is set forth starting on page 75 of the Revised Filing. In addition, the

Registrant has confirmed as of the date of the Revised Filing that prospective financial information presented in the Revised Filing continues to reflect TeraWulf management’s reasonable view of expected operational and financial results based on prevailing public market dynamics and prior bitcoin mining development and operating experience.

In developing the prospective financial information, TeraWulf management has informed the Registrant that it relied on (i) their recent experience developing and operating a bitcoin mining facility on behalf of a third party, (ii) their long history of developing and operating energy infrastructure, (iii) industry research and market statistics related to trends and developments in the bitcoin mining and power generation sectors and (iv) relative financial performance of certain publicly traded bitcoin mining companies deemed relevant by TeraWulf, including Cipher Mining Inc. (Nasdaq—CIFR), Greenidge

Generation Holdings Inc. (Nasdaq—GREE), Marathon Digital Holdings, Inc. (Nasdaq—MARA) and Riot Blockchain, Inc. (Nasdaq—RIOT).

In addition, the prospective financial information reflects the terms and conditions of the agreements relating to TeraWulf’s business and operations set forth under “Information About TeraWulf—Agreements Relating to TeraWulf’s Business and Operations.”

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We note your response to prior comment 21. Please help us better understand why you believe there is a reasonable basis to present a financial forecast beyond one year considering TeraWulf’s limited operation history. Your disclosures should provide information that demonstrates that your projections are reasonable. In this regard, the underlying assumptions should be clearly outlined supporting your revenue growth.

TeraWulf’s revenue growth projections are derived from two primary factors affecting margin—namely, (i) the price of bitcoin and (ii) TeraWulf’s share of the global network hashrate.

· Price of Bitcoin—TeraWulf’s prospective financial information assumes a starting bitcoin price of $35,000 and an increase of 1% per month for the bitcoin price as continued adoption is expected to reduce long-term price volatility.

In addition, TeraWulf’s prospective financial information assumes a starting bitcoin price of approximately $35,000 compared to the actual bitcoin price of $47,167 as of August 31,

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2021. TeraWulf’s prospective financial information also assumes that the price of a bitcoin will surpass its all-time high of $64,863 (observed in April 2021) in the third quarter of 2026. TeraWulf believes the bitcoin price growth assumption of 1% per month is conservative and reasonable relative to the average historical monthly bitcoin price increases on a one-, threeand five-year basis of approximately 16%, 8% and 11%, respectively, as of August 31, 2021.

· TeraWulf’s Share of Global Network Hashrate—TeraWulf’s prospective financial information assumes a starting global network hashrate of 234.8 exahash per second and an increase of 1% per month in the global network hashrate, reaching 497.7 exahash per second by December 31, 2027. To put this in context, as of August 31, 2021, the global network hashrate was approximately 120.0 exahash per second, or approximately 40% below the all-time high of 198.5 exahash per second and 49% below the projected starting point of 234.8 exahash per second. Fewer miners and less difficulty means that any miner with operational machines will experience an increase in profitability and more predictable revenue. The recent Chinese restrictions on digital asset mining, for example, are expected to have a positive impact on TeraWulf’s projected revenue and income. If the global network hashrate remains below TeraWulf’s financial projections, TeraWulf would expect revenues to be positively impacted. TeraWulf believes the share of global network hashrate reflected in TeraWulf’s prospective financial information to be conservative and reasonable relative to prevailing bitcoin market dynamics.

In addition, a summary of material assumptions, and the basis for such material assumptions, underlying TeraWulf’s prospective financial information is set forth starting on page

75 of the Revised Filing as well as in the response to Comment 5 above.

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Please clarify whether your projections include revenues recognized from the joint venture (Nautilus Cryptomine Facility) and the Lake Mariner Facility. In this respect, we note that you do not present revenues from the joint venture in your statements of operations and your share of the earnings or losses from the joint venture is reflected in the caption “Equity in net loss of investee, net of tax” in the

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statement of operations. In this regard, the project revenue should be that projected to be recognized by the Lake Mariner Facility only. The projections table should have a separate line-item for your share of the projected earnings or loss from the joint venture and not the revenue recognized from the joint venture. The equity method pick up should be presented as Other Income.

The disclosure regarding TeraWulf’s forecasts in the Revised Filing has been modified to include a line item titled “Equity in net income of investee, net of tax” in the table summarizing the key elements of the prospective financial information starting on page 76.

In addition, the Revised Filing includes supplemental disclosure with respect to the total revenue presented on non-GAAP basis that includes TeraWulf’s pro rata projected share of the revenue contributions from the Nautilus Cryptomine Facility.

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The Registrant, after consultation with TeraWulf, believes that it is appropriate to present this non-GAAP financial measure because TeraWulf management used this non-GAAP financial measure in evaluating the business in order to prepare the prospective financial information as well as because this non-GAAP financial measure was presented to the IKONICS’ board of directors for purposes of evaluating the transactions.

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We note your response to prior comment 31. Please revise this section to provide a detailed discussion of Mr. Prager's control of bitcoin mining operations in Hardin MT, Beowulf Energy, LLC, and Marathon Digital Holdings, and the potential conflict of interest that may arise.

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As part of your disclosure, please include a discussion of the waiver of the corporate opportunities doctrine and the potential impact that may have on the Company. In addition, please include appropriate risk factor disclosure regarding all potential sources of conflict of interest.

Please be advised that Mr. Prager is not a director or executive officers of IKONICS and, therefore these matters are discussed in another location in the Revised Filing.

Nonetheless, the Revised Filing has been modified to include supplemental disclosure under the heading “Corporate Opportunities

Doctrine” on page 178 and the revised risk factor on pages 46 and 47. Read in the reply ↗

We note that TeraWulf has entered into an administrative and infrastructure services agreement with Beowulf E&D for the buildout, operations and maintenance of the bitcoin mining facilities anticipated to be developed by TeraWulf. Please revise your MD&A disclosures to discuss Beowulf's operating history and performance in operating such facilities.

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Since the performance and financial condition of Beowulf appears important to the success of your business it appears that audited financial statements for Beowulf should be included in this filing. Refer to Rule 3-13 of Regulation S-X.

The Revised Filing includes supplemental disclosure of Beowulf Electricity & Data Inc.’s (“Beowulf E&D”) and/or its affiliates’ activities in the design, operation and maintenance of bitcoin mining facilities or relevant components thereof. Please see page 137.

Beowulf E&D commenced operations in April 2021 and, therefore, does not have significant operating history to disclose.

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However, its employees do have relevant experience in the buildout, operations and maintenance of bitcoin mining facilities or relevant components thereof, as noted in the supplemental disclosure referenced above, as well as other applicable skills as required to fulfill Beowulf E&D’s obligations under the administrative and infrastructure services agreement. As described in the Registration Statement, services provided by Beowulf E&D pursuant to the administrative and infrastructure services agreement include services related to the development and operation of bitcoin mining centers and administrative support services.

Although the employees of Beowulf E&D have expertise in these areas and there is distinct value in having such disparate services available in one service provider, the majority of these services are readily available from independent entities in the marketplace, especially given the recent growth in the bitcoin mining industry and its parallels in certain respects to both the data center industry and the power generation industry. Therefore, the Registrant, after consultation with TeraWulf, believes that, although the performance by Beowulf E&D of services to be provided pursuant to the administrative and infrastructure services agreement is important to the success of the business, it is not required for the success of the business given market alternatives. For these reasons, the Registrant believes that the presentation of stand-alone financial statements of Beowulf E&D are not necessary or appropriate for an adequate presentation of the financial condition of TeraWulf or for the protection of investors.

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We note your revised disclosures in response to prior comment 26 that indicate TeraWulf believes that execution of the short-term and long-term funding options, if successful, alleviates substantial doubt as to TeraWulf’s ability to continue as a going concern. Please explain in greater detail why you believe your funding options alleviate substantial doubt as to your ability to continue as a going concern.

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We refer to ASC 205-40-50-(12 through 14).

The Revised Filing has been modified to include supplemental disclosure in response to the Staff’s comment. Please see the revised disclosure under “Liquidity and Capital Resources” starting on page 137. Read in the reply ↗

Please revise your statements of cash flows to separately present the gross amounts for the deposits and reimbursements disclosed in this footnote. Clarify your non-cash activities and how they reconcile to the disclosures in your footnote. That is, tell us your consideration of presenting the transfer of certain arrangements to the joint venture as non-cash activities in your statements of cash flows.

The Revised Filing includes supplemental disclosure in TeraWulf Financial Note 6 to reconcile the amounts of Nautilus-related deposits and reimbursement to the gross presentation of such items in the condensed combined statement of cash flows for such period. The Registrant, after consultation with TeraWulf, also advises that, regarding the assignment of the Minerva Purchase Agreement by TeraWulf to Nautilus, approximately $11.9 million “Contribution of deposits on plant and equipment to joint venture” included in non-cash activities in the condensed consolidated statement of cash flows for

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the three months ended June 30, 2021 represents

TeraWulf’s portion (i.e., 50%) of the $23.7 million “Deposits on plant and equipment” previously included as a cash activity as a component of cash used in investing activities in TeraWulf’s statement of cash flow for the period from

February 8, 2021 (date of inception) to March 31, 2021. The Registrant, after consultation with TeraWulf, believes that the deposit represents a cash activity when paid to Minerva Semiconductor Corp. during the period ended March 31, 2021 and a non-cash activity when the Minerva Purchase Agreement was assigned to Nautilus during the three months ended June 30, 2021. Please see TeraWulf Financial Note 6 starting on page H-15.

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We note that in connection with the execution of the Ground Lease, Nautilus recorded an intangible asset, included in noncurrent assets in the condensed balance sheet, of $29.3 million related to the excess of the fair value of the electricity Talen is required to provide over the price for which Nautilus is paying for such electricity, with a corresponding $29.3 million recorded as an in-kind contribution

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receivable. Explain your disclosures that indicate at the close of the period on December 31, 2021, the temporary basis difference is expected to no longer exist. Describe your accounting with respect to the temporary basis differences that is expected to longer exist and clarify your accounting for similar transactions subsequent to December 31, 2021. In addition, explain whether there is a connection with the excess fair value of the electricity associated with the Ground Lease and your disclosures on page 129 that state “TeraWulf will benefit from one of the lowest electricity costs among its publicly traded bitcoin mining peers at approximately $0.025 per kilowatt-hour.”

The Registrant, after consultation with TeraWulf, advises that the temporary basis difference is expected to no longer exist by December 31, 2021 because, per the Talen

Joint Venture Agreement, (1) the in-kind Talen contribution receivable is deemed to be contributed periodically over a six-month period commencing on July 1, 2021 and ending on December 31, 2021 and (2) over this period, TeraWulf’s cash contributions to fund Nautilus’ business requirements will be commensurately adjusted so that the total TeraWulf cash contributions over the deemed contribution period ending on December 31,

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2021 will be equal to the total of the Talen cash and in-kind deemed contributions. Because the temporary basis difference resolves per the Talen Joint Venture Agreement over a short period of time, the Registrant, after consultation with TeraWulf, believes the appropriate treatment of such a temporary basis difference is as a disclosure item. The Revised Filing contains supplemental disclosure in TeraWulf Financial Note 6 starting on page H-15.

The fair value of the electricity associated with the Nautilus

Cryptomine Facility Ground Lease of $29.3 million is the fair market value of the discount (i.e., the excess of the fair value of the electricity that Talen is obligated to deliver to Nautilus pursuant to the Nautilus Cryptomine Facility Ground Lease over the price which

Nautilus is paying for such electricity) provided to Nautilus by Talen pursuant to the electricity supply component of the Nautilus Cryptomine

Facility Ground Lease. TeraWulf’s referenced $0.025 per kilowatt-hour average cost of electricity reflects the delivered energy charge pursuant to the Nautilus Cryptomine Facility Ground Lease (i.e., incorporating such discounted pricing). Without the impact of

Talen’s $29.3 million in-kind contribution to Nautilus, TeraWulf’s total average cost of electricity would be $0.028 per kilowatt-hour.

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We note that the Company entered into contractual agreements with Beowulf E&D and Somerset, entities controlled by Mr. Prager, and that the corporate opportunities doctrine will be waived. Please tell us how you incorporated Mr. Prager's voting control of the Company as well as the control of Somerset and Beowulf E&D in determining whether the contractual agreements are substantive.

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In your response, explain how you would enforce the contracts in the event the Beowulf E&D or Somerset breached the contract terms in light of the fact that Mr. Prager has majority voting power in all three entities.

The Revised Filing has been modified to clarify that the waiver of corporate opportunities applies only to the following specific areas: (i) Mr. Prager’s continuing involvement in (A) the building and operation of a data center for Marathon Digital Holdings, Inc. in Hardin, Montana in connection with its existing bitcoin mining business, (B) the operation of certain power generation assets of Rijnmond Power Holding B.V.

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in the Netherlands, and (C) the operation of a portfolio of domestic power generation assets owned by Heorot Power Holdings LLC; and (ii) investing in crypto-currencies other than bitcoin. Please see page 178.

The contracts with Beowulf E&D and Somerset Operating

Company, LLC relate to the development and operation of TeraWulf’s bitcoin mining operations, and it is not expected that the performance of these contracts will be implicated by the waiver of corporate opportunities.

As disclosed in the Registration Statement, TeraWulf’s contracts with Beowulf E&D and Somerset Operating Company, LLC are related party transactions and will be subject to Holdco’s related party transactions policy. Under the terms of the related party transactions policy, the independent members of the audit committee are charged with negotiating any related party contracts or amendments thereto and taking any necessary steps to enforce related party contracts.

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In an appropriate location in the prospectus, please revise to include the aggregate amount of consideration that will be paid to entities controlled by Mr. Prager under the current contractual agreements, and tell us why it should not be considered executive compensation for Mr. Prager. To the extent payments made to entities controlled by Mr.

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Prager would be considered compensation, please revise your executive compensation discussion accordingly.

The Revised Filing includes the aggregate amount of consideration that will be paid to entities controlled by Mr. Prager under the current contractual arrangements. Please see pages 163 and 164.

Mr. Prager does not personally perform services to, or receive remuneration from, either Beowulf E&D or Somerset Operating Company, LLC, and no payments to Mr. Prager are characterized as compensation to Mr. Prager for tax purposes or otherwise. Mr.

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Prager is an owner of such entities and any payments (e.g., distributions or dividends) received as a result of such equity ownership would not be compensation for services and, accordingly, not disclosed as executive compensation.

The Registration Statement includes disclosure of Mr. Prager’s ownership of such entities under the heading “Certain Relationships and Related Party Transaction—TeraWulf Related Party Transactions.”

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We note your response to prior comment 8. Please revise to add a section addressing all conflicts of interest of the executive officers and directors of the HoldCo ("Terawulf") after the business combination. As part of your disclosure, include a discussion of any other companies to which the officers or directors will have a fiduciary duty. Finally, disclose that Mr.

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Prager may have financial interests that are not aligned with the shareholders of the combined entity.

The requested disclosure appears in the Revised Filing beginning on page 14 and beginning on page 97. Read in the reply ↗

We continue to evaluate your response to prior comment 2 and may have further comments.

The Revised Filing includes supplemental disclosure of the condensed financial statements (unaudited) of Nautilus Cryptomine LLC for the quarter ended June 30, 2021 beginning on page H-75. Read in the reply ↗

We note your response to prior comment 4 that each of the potential targets initially contacted IKONICS directly but your disclosure indicates that a therapeutic biotech company and a cell therapy biotechnology company were "introduced to IKONICS through a third-party representative" in February 2021. Please disclose the third-party representatives who were involved in

The Revised Filing includes revised disclosure naming the third parties beginning on page 63. Read in the reply ↗

We continue to evaluate your response to prior comment 9 and may have further

The Revised Filing includes supplemental disclosure of the unaudited interim financial statements of Beowulf Electricity & Data

Inc. as of June 30, 2021 and for the period from inception (April 14, 2021) to June 30, 2021 beginning on page H-64. Read in the reply ↗

Please revise to to disclose whether the officers or directors, or major shareholders of Ikonics or Terawulf have any direct or indirect interests in Talen Energy Corporation or Cumulus Coin LLC. To the extent there are any interested parties, revise to clarify the nature of the material interest, and provide risk factor disclosure regarding the potential conflict that may arise from interested parties being

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involved in the joint venture.

The Registrant, after consultation with TeraWulf, respectfully advises the Staff that it is not aware of any direct or indirect interest in Talen Energy Corporation or Cumulus

Coin LLC involving any officer, director, or holder of greater than 5% of the outstanding equity interests of IKONICS Corporation or TeraWulf,

Inc. A statement to that effect appears on page 98 of the Revised Filing. Read in the reply ↗