TeraWulf (WULF) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Entity File Number	001-41163
Entity Registrant Name	TERAWULF INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-1909475
Entity Address State Or Province	MD
Entity Address, Address Line One	9 Federal Street
Entity Address, City or Town	Easton
Entity Address, Postal Zip Code	21601
City Area Code	410
Local Phone Number	770-9500
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	WULF
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		128,369,109
Entity Central Index Key	0001083301
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 4,466	$ 43,448
Restricted cash	7,265	3,007
Digital currency, net	60
Prepaid expenses	3,140	1,494
Amounts due from related parties		647
Other current assets	1,174	108
Current assets held for sale		19,348
Total current assets	16,105	68,052
Equity in net assets of investee	76,727	104,280
Property, plant and equipment, net	202,130	91,446
Right-of-use asset	12,194	1,024
Other assets	2,710	109
TOTAL ASSETS	309,866	264,911
CURRENT LIABILITIES:
Accounts payable	18,278	11,791
Accrued construction liabilities	4,701	3,892
Other accrued liabilities	10,287	3,771
Share based liabilities due to related party	12,500	12,500
Other amounts due to related parties	2,477	60
Contingent value rights	10,594	12,000
Current portion of operating lease liability	41	88
Insurance premium financing payable	130
Convertible promissory note	11,926
Current portion of long-term debt	34,625
Current liabilities held for sale		1,755
Total current liabilities	105,559	45,857
Operating lease liability, net of current portion	958	992
Deferred tax liabilities, net		256
Long-term debt	81,506	94,627
TOTAL LIABILITIES	188,023	141,732
Commitments and Contingencies (See Note 12)
STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value, 25,000,000 authorized at September 30, 2022 and December 31, 2021; 9,566 and 0 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively	9,804
Common stock, $0.001 par value, 200,000,000 authorized at September 30, 2022 and December 31, 2021; 115,446,401 and 99,976,253 issued and outstanding at September 30, 2022 and December 31, 2021, respectively	115	100
Additional paid-in capital	273,978	218,762
Accumulated deficit	(162,054)	(95,683)
Total stockholders' equity	121,843	123,179
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 309,866	$ 264,911

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
CONSOLIDATED BALANCE SHEETS
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock shares authorized	25,000,000	25,000,000
Preferred stock shares issued	9,566	0
Preferred stock shares outstanding	9,566	0
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	200,000,000	200,000,000
Common stock shares issued	115,446,401	99,976,253
Common stock shares outstanding	115,446,401	99,976,253

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenue	$ 3,864,000			$ 5,466,000
Cost of revenue (exclusive of depreciation shown below)	5,181,000			5,804,000
Gross profit	(1,317,000)			(338,000)
Cost of operations:
Operating expenses	261,000		$ 93,000	1,689,000
Operating expenses - related party	603,000	$ 36,000	911,000	812,000
Selling, general and administrative expenses	5,934,000	3,963,000	6,747,000	16,253,000
Selling, general and administrative expenses - related party	2,948,000	2,035,000	4,226,000	8,187,000
Depreciation	1,515,000			1,719,000
Realized gain on sale of digital currency	(127,000)			(127,000)
Impairment of digital currency	119,000			682,000
Loss on nonmonetary miner exchange	804,000			804,000
Total cost of operations	12,057,000	6,034,000	11,977,000	30,019,000
Operating loss	(13,374,000)	(6,034,000)	(11,977,000)	(30,357,000)
Interest expense	(7,230,000)			(16,691,000)
Loss before income tax and equity in net loss of investee	(20,604,000)	(6,034,000)	(11,977,000)	(47,048,000)
Income tax benefit	(256,000)			(256,000)
Equity in net loss of investee, net of tax	(12,739,000)	(188,000)	(328,000)	(14,611,000)
Loss from continuing operations	(33,087,000)	(6,222,000)	(12,305,000)	(61,403,000)
Loss from discontinued operations, net of tax	(901,000)			(4,437,000)
Net loss	(33,988,000)	(6,222,000)	(12,305,000)	(65,840,000)
Preferred stock dividends	247,000			531,000
Net loss attributable to common stockholders	$ (34,235,000)	$ (6,222,000)	$ (12,305,000)	$ (66,371,000)
Loss per common share:
Continuing operations, basic	$ (0.31)	$ (0.07)	$ (0.15)	$ (0.59)
Continuing operations, diluted	(0.31)	(0.07)	(0.15)	(0.59)
Discontinued operations, basic	(0.01)			(0.04)
Discontinued operations, diluted	(0.01)			(0.04)
Earnings per share, basic	(0.32)	(0.07)	(0.15)	(0.63)
Earnings per share, diluted	$ (0.32)	$ (0.07)	$ (0.15)	$ (0.63)
Weighted average common shares outstanding:
Basic	108,839,269	89,328,574	82,577,615	104,391,923
Diluted	108,839,269	89,328,574	82,577,615	104,391,923

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Preferred Stock Series A Preferred Stock	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Redeemable Convertible Preferred Stock	Total
Beginning balance at Feb. 07, 2021		$ 0	$ 0	$ 0	$ 0		$ 0
Beginning balance (in shares) at Feb. 07, 2021		0	0
Beginning balance at Feb. 07, 2021						$ 0
Beginning balance (in shares) at Feb. 07, 2021						0
Issuance of Series A Preferred Stock, net of issuance costs						$ 49,315
Issuance of Series A Preferred Stock, net of issuance costs ( in shares)						2,000,000
Issuance of stock, net of issuance costs			$ 50	29,892			29,942
Issuance of stock, net of issuance costs (in shares)			50,000,000
Net loss					(12,305)		(12,305)
Ending balance at Sep. 30, 2021			$ 50	29,892	(12,305)		17,637
Ending balance (in shares) at Sep. 30, 2021			50,000,000
Ending balance at Sep. 30, 2021						$ 49,315
Ending balance (in shares) at Sep. 30, 2021						2,000,000
Beginning balance at Dec. 31, 2021			$ 100	218,762	(95,683)		123,179
Beginning balance (in shares) at Dec. 31, 2021			99,976,253
Issuance of Series A Convertible Preferred Stock, net of issuance costs	$ 9,273						9,273
Issuance of Series A Convertible Preferred Stock, net of issuance costs (in shares)	9,566
Warrant issuance in conjunction with debt offering				5,764			5,764
Stock-based compensation expense				1,050			1,050
Issuance of stock, net of issuance costs			$ 15	48,402			48,417
Issuance of stock, net of issuance costs (in shares)			15,470,148
Preferred stock dividends		$ 531			(531)
Net loss					(65,840)		(65,840)
Ending balance at Sep. 30, 2022	$ 9,804		$ 115	$ 273,978	$ (162,054)		$ 121,843
Ending balance (in shares) at Sep. 30, 2022	9,566		115,446,401

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	8 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (12,305)	$ (65,840)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt issuance costs, commitment fees and accretion of debt discount		7,468
Common stock issued for interest expense		82
Stock-based compensation expense		1,050
Depreciation		1,719
Increase in digital currency from mining		(3,561)
Impairment of digital currency		682
Realized gain on sale of digital currency		(127)
Proceeds from sale of digital currency		2,946
Loss on nonmonetary miner exchange		804
Equity in net loss of investee, net of tax	328	14,611
Loss from discontinued operations, net of tax		4,437
Changes in operating assets and liabilities:
Increase in prepaid expenses	(2,568)	(1,218)
Decrease in amounts due from related parties		647
Increase in other current assets	(56)	(1,129)
Decrease in right-of-use asset	32	53
Increase in other assets	(567)	(879)
Increase in accounts payable	1,547	3,575
Decrease in accrued construction liabilities		(3,892)
Increase in other accrued liabilities	2,813	4,522
Increase in other amounts due to related parties	1,440	2,417
Decrease in deferred tax liabilities, net		(256)
Increase in operating lease liability	26	185
Net cash used in operating activities from continuing operations	(9,310)	(31,704)
Net cash used in operating activities from discontinued operations		(1,303)
Net cash used in operating activities	(9,310)	(33,007)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in joint venture, including direct payments made on behalf of joint venture	(51,483)	(37,997)
Reimbursable payments for deposits on plant and equipment made on behalf of a joint venture or joint venture partner	(38,466)	(11,741)
Reimbursement of payments for deposits on plant and equipment made on behalf of a joint venture or joint venture partner	38,466	11,716
Reimbursement from joint venture partner for deposits on plant and equipment contributed to the joint venture	11,850
Purchase of and deposits on plant and equipment	(30,463)	(50,549)
Proceeds from sale of net assets held for sale		13,500
Net cash used in investing activities	(70,096)	(75,071)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt, net of issuance costs paid of $38 and $0		14,962
Proceeds from insurance premium financing		4,854
Principal payments on insurance premium financing		(4,724)
Proceeds from issuance of common stock, net of issuance costs paid of $142 and $0	30,000	36,828
Proceeds from issuance of preferred stock	50,000	9,566
Proceeds from issuance of convertible promissory note		14,700
Principal payments on convertible promissory note		(2,832)
Net cash provided by financing activities	80,000	73,354
Net change in cash and cash equivalents and restricted cash	594	(34,724)
Cash and cash equivalents and restricted cash at beginning of period	0	46,455
Cash and cash equivalents and restricted cash at end of period	$ 594	11,731
Cash paid during the period for:
Interest		$ 9,220

CONSOLIDATED STATEMENTS OF CA_2

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	8 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Debt issuance cost	$ 0	$ 38
Common Stock
Stock issuance costs	$ 0	$ 142

ORGANIZATION

ORGANIZATION	9 Months Ended
	Sep. 30, 2022
ORGANIZATION
ORGANIZATION	NOTE 1 – ORGANIZATION Organization On December 13, 2021 (the “Closing Date”), TeraWulf Inc. (formerly known as Telluride Holdco, Inc.), a Delaware corporation, completed the previously announced strategic business combination pursuant to the agreement and plan of merger, dated as of June 24, 2021 (as amended, supplemented or otherwise modified prior to the Closing Date, the “Merger Agreement”), by and among TeraWulf Inc., IKONICS Corporation, a Minnesota corporation (“IKONICS”), TeraCub Inc. (formerly known as TeraWulf Inc.), a Delaware corporation that was formed on February 8, 2021 (“TeraCub”) and certain holding companies and subsidiaries created to effect the merger. In connection with the consummation of the mergers, Telluride Holdco, Inc. was renamed TeraWulf Inc., and TeraWulf Inc. was renamed TeraCub Inc. TeraWulf Inc. and its subsidiaries are referred to in these consolidated financial statements as “TeraWulf” or the “Company.” TeraWulf’s planned principal operations consist of developing, constructing and operating bitcoin mining facilities in the United States that are fueled by clean, low cost and reliable power sources. The Company expects to operate a portfolio of bitcoin mining facilities, either wholly-owned or through joint ventures, that each deploy a series of powerful computers that solve complex cryptographic algorithms to mine bitcoin and validate transactions on the bitcoin network primary sources: earning bitcoin rewards and transaction fees for validating transactions. The Company will also leverage its available digital infrastructure to provide miner hosting services to third parties whereby the Company holds an option to purchase the hosted miners in the future at a discounted purchase price. Accordingly, the hosting agreements, including existing executed agreements, may include Company options to purchase the hosted mining equipment. While the Company may choose to mine other cryptocurrencies in the future, it has no plans to do so currently. TeraWulf’s two bitcoin mining facilities are in New York (the “Lake Mariner Facility”) and Pennsylvania (the “Nautilus Cryptomine Facility”). Mining operations commenced at the Lake Mariner Facility during the three months ended March 31, 2022 and the Company has energized building one and substantially completed the construction of building two as of September 30, 2022. The Nautilus Cryptomine Facility is being developed and constructed through a joint venture (see Note 11) and remains under construction as of September 30, 2022. The Lake Mariner Facility is wholly-owned. In May 2021, TeraWulf created IKONICS’ traditional business was the development and manufacturing of high-quality photochemical imaging systems for sale primarily to a wide range of printers and decorators of surfaces. Customers’ applications were primarily screen printing and abrasive etching. TeraWulf initially classified the IKONICS business as held for sale and discontinued operations in these consolidated financial statements. During the three months ended September 30, 2022, the Company completed sales of substantially all of IKONICS’ historical net assets (see Note 4). Subsequent to the asset sales, IKONICS’ name was changed to RM 101 Inc. (“RM 101”). Risks and Uncertainties Liquidity and Financial Condition The Company incurred a net loss attributable to common stockholders of $66.4 million, including a net impairment charge (net of a contingent consideration remeasurement gain) of $4.4 million included in loss from discontinued operations, net of tax related to the acquired IKONICS business (see Notes 3 and 4), and negative cash flows from operations of $33.0 million for the nine months ended September 30, 2022. As of September 30, 2022, the Company had balances of cash and cash equivalents and restricted cash of $11.7 million, a working capital deficiency of $89.5 million, total stockholders’ equity of $121.9 million and an accumulated deficit of $162.1 million. The Company has commenced mining activities, however not yet to the scale required to support its principal operations. The Company has relied primarily on proceeds from its issuances of debt and equity and sale of bitcoin mined to fund its principal operations. In accordance with development of its bitcoin mining facilities, during the nine months ended September 30, 2022, the Company invested approximately $50.5 million for purchases of and deposits on plant and equipment, including deposits on miners under miner purchase agreements (see Note 12). Also, during the nine months ended September 30, 2022, the Company invested million, net in its joint venture and has commitments under its joint venture agreement as detailed in Note 11. The Company will need additional capital in order to meet these obligations in accordance with the existing contractual terms and to fund the planned development of its bitcoin mining facilities. Until TeraWulf is able to generate positive cash flows from operations, TeraWulf expects to fund its business operations and infrastructure buildout through the issuance of debt or equity securities, sales of mined bitcoin or through the provision of miner hosting services. During the nine months ended September 30, 2022, the Company entered into an At Market Issuance Sales Agreement for sale of shares of Common Stock having an aggregate offering price of up to million (the “ATM Offering”). The issuance of Common Stock under this agreement will be made pursuant to the Company’s effective registration statement on Form S-3 (Registration statement No. 333-262226). During the nine months ended September 30, 2022, the Company issued Common Stock, including under the ATM Offering, for net cash proceeds of million (see Notes 13 and 10). Subsequent to September 30, 2022, the Company issued Common Stock for gross proceeds of million from the commitment under its long-term debt agreement (see Notes 9 and 17). There can be no assurance that the ATM Offering will provide sufficient capital or that any other financing will be successfully consummated on acceptable terms and volume, if at all, which may impact the timing or scale of TeraWulf’s planned development and the Company’s ability to meet ongoing business needs and financial commitments. In the event TeraWulf is unable to raise additional capital, TeraWulf may seek alternative arrangements or potential partnerships in order to fund its planned development. In the opinion of management, while it expects to be successful in its fundraising efforts, these factors, which include elements of capital acquisition outside the control of the Company, raise substantial doubt about TeraWulf’s ability to continue as a going concern through at least the next twelve months. The consolidated financial statements do not include any adjustments that might result from TeraWulf’s possible inability to continue as a going concern. COVID-19 The Company’s results of operations could be adversely affected by general conditions in the economy and in the global financial markets, including conditions that are outside of the Company’s control, such as the outbreak and global spread of the novel coronavirus disease (“COVID-19”). The COVID-19 pandemic that was declared on March 11, 2020 has caused significant economic dislocation in the United States and globally as governments across the world, including the United States, introduced measures aimed at preventing the spread of COVID-19. The spread of COVID-19 and the imposition of related public health measures have resulted in, and are expected to continue to result in, increased volatility and uncertainty in the cryptocurrency space. Any severe or prolonged economic downturn, as result of the COVID-19 pandemic or otherwise, could result in a variety of risks to the business and management cannot anticipate all the ways in which the current economic climate and financial market conditions could adversely impact its business. The Company may experience disruptions to its business operations resulting from supply interruptions (including miner delivery interruptions), quarantines, self-isolations, or other movement and restrictions on the ability of its employees or its counterparties to perform their jobs and provide services. The Company may also experience delays in construction and obtaining necessary equipment in a timely fashion. If the Company is unable to effectively set up and service its miners, its ability to mine bitcoin will be adversely affected. The future impact of the COVID-19 pandemic is still highly uncertain and there is no assurance that the COVID-19 pandemic or any other pandemic, or other unfavorable global economic, business or political conditions, will not materially and adversely affect the Company’s business, prospects, financial condition, and operating results.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. In the opinion of the Company, the accompanying unaudited interim consolidated financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair statement of such interim results. The results for the unaudited interim consolidated statements of operations are not necessarily indicative of results to be expected for the year ending December 31, 2022 or for any future interim period. The unaudited interim consolidated financial statements do not include all the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited interim financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The unaudited interim consolidated financial statements include the accounts of the Company as described in Note 1. All significant intercompany accounts and transactions have been eliminated. Use of Estimates in the Financial Statements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for (but are not limited to) such items as the fair values of assets acquired and liabilities assumed in business combinations, the fair value of contingent consideration issued in a business combination, the establishment of useful lives for property, plant and equipment and intangible assets, the impairment of goodwill and held for sale assets, the fair value of equity securities or warrants to purchase common stock issued as a component of a debt offering, the fair value of stock-based compensation, the fair value of assets received in non-monetary transactions, the establishment of right-of-use assets and lease liabilities that arise from leasing arrangements, the timing of commencement of capitalization for plant and equipment, recoverability of deferred tax assets and the recording of various accruals. These estimates are made after considering past and current events and assumptions about future events. Actual results could differ from those estimates. Supplemental Cash Flow Information The following table shows supplemental cash flow information (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ Period February 8, 2021 (date of inception) to ​ ​ ​ September 30, ​ ​ September 30, ​ ​ 2022 ​ 2021 ​ Supplemental disclosure of non-cash activities: ​ ​ ​ ​ ​ Right-of-use asset obtained in exchange for lease obligation ​ $ 11,223 ​ $ 1,076 ​ Contribution of deposits on plant and equipment to joint venture ​ $ — ​ $ 11,850 ​ Deferred financing costs in accrued liabilities ​ $ — ​ $ 345 ​ Common stock issuance costs in accounts payable ​ $ 150 ​ $ — ​ Preferred stock issuance costs in other accrued liabilities or accounts payable ​ $ 293 ​ $ 185 ​ Purchases of and deposits on plant and equipment in accounts payable, accrued construction liabilities, other accrued liabilities and long-term debt ​ $ 10,100 ​ $ 1,647 ​ Investment in joint venture in other accrued liabilities and long-term debt ​ $ 2,043 ​ $ — ​ Increase to preferred stock liquidation preference from accumulating dividends ​ $ 531 ​ $ — ​ Convertible promissory note deferred issuance costs in accounts payable ​ $ 104 ​ $ — ​ Common stock issued pursuant to operating lease amendment ​ $ 11,489 ​ $ — ​ Common stock issued for payment on convertible promissory note ​ $ 168 ​ $ — ​ Common stock warrants issued for long-term debt commitment fee ​ $ 2,306 ​ $ — ​ Common stock warrants issued for discount on long-term debt ​ $ 3,458 ​ $ — ​ Decrease to investment in joint venture and increase in plant and equipment for distribution or transfer of nonmonetary assets ​ $ 51,978 ​ $ — ​ ​ Cash and Cash Equivalents Highly liquid instruments with an original maturity of three months or less are classified as cash equivalents. The Company maintains cash and cash equivalent balances primarily at three financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company’s accounts at these institutions are insured, up to $250,000, by the FDIC. As of September 30, 2022, the Company’s bank balances exceeded the FDIC insurance limit in an amount of $3.9 million. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits. As of September 30, 2022 and December 31, 2021, the Company had cash and cash equivalents of $4.5 million and $43.4 million, respectively. Restricted Cash The Company considers cash and marketable securities to be restricted when withdrawal or general use is legally restricted. The Company reports restricted cash in the consolidated balance sheets and determines current or non-current classification based on the expected duration of the restriction. The restricted cash included in the consolidated balance sheets as of September 30, 2022 is restricted as to use primarily due to being held in escrow in accordance with an asset purchase agreement governing the sale of certain RM 101 assets (see Note 4). The restricted cash included in the consolidated balance sheets as of December 31, 2022 is restricted as to use due to being held as a construction escrow by a third-party escrow agent. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that total to the amounts shown in the consolidated statements of cash flows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2022 December 31, 2021 Cash and cash equivalents $ 4,466 $ 43,448 Restricted cash ​ 7,265 ​ 3,007 Cash and cash equivalents and restricted cash ​ $ 11,731 ​ $ 46,455 ​ Segment Reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision–making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision–making group (“CODM”) is composed of the chief executive officer, chief operating officer and chief strategy officer. The Company currently operates in the Digital Currency Mining segment and through its ownership of IKONICS operated, prior to the sale of IKONICS’ net assets held for sale, in the Imaging Technology segment (see Note 4). The Company’s mining operations are located in the United States, and the Company has employees only in the United States and views its mining operations as Property, Plant and Equipment Property, plant and equipment are recorded at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets (generally 5 years for computer equipment and 4 years for mining equipment). Leasehold improvements and electrical equipment are depreciated over the shorter of their estimated useful lives or the lease term. Property, plant and equipment includes deposits, amounting to approximately $87.3 million and $70.6 as of September 30, 2022 and December 31, 2021, respectively, on purchases of such assets, including miners, which would be included in property, plant and equipment upon receipt. Interest related to construction of assets is capitalized when the financial statement effect of capitalization is material, construction of the asset has begun, and interest is being incurred. Interest capitalization ends at the earlier of the asset being substantially complete and ready for its intended use or when interest costs are no longer being incurred. Leases The Company determines if an arrangement is a lease at inception and, if so, classifies the lease as an operating or finance lease. Operating leases are included in right-of-use (“ROU”) asset, current portion of operating lease liabilities, and long-term lease operating liabilities in the consolidated balance sheets. Finance leases are included in property, plant and equipment, current portion of finance lease liabilities, and long-term finance lease liabilities in the consolidated balance sheets. The Company does not recognize a ROU asset or lease liability for short-term leases having initial terms of 12 months or less and instead recognizes rent expense on a straight-line basis over the lease term. In an arrangement that is determined to be a lease, the Company includes both the lease and nonlease components as a single component and accounts for it as a lease when the Company would otherwise recognize the cost associated with both the lease and nonlease components in a similar fashion. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at commencement date, and subsequently remeasured upon changes to the underlying lease arrangement, based on the present value of lease payments over the lease term. If the lease does not provide an implicit rate or if the implicit rate is not determinable, the Company generally uses an estimate of its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the commencement date. The ROU asset also includes any lease prepayments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Costs associated with operating lease ROU assets are recognized on a straight-line basis within operating expenses or selling, general and administrative, as appropriate, over the term of the lease. Finance ROU lease assets are amortized within operating expenses or selling, general and administrative, as appropriate, on a straight-line basis over the shorter of the estimated useful lives of the assets or, in the instance where title does not transfer at the end of the lease term, the lease term. The interest component of a finance lease is included in interest expense and recognized using the effective interest method over the lease term. As of September 30, 2022 and December 31, 2021, the Company is not a counterparty to any finance leases. Debt Issuance Costs and Debt Discount Debt issuance costs and debt discount are recorded as a direct reduction of the carrying amount of the debt and are amortized to interest expense using the effective interest method over the contractual term of the debt. Debt issuance costs include incremental third-party costs directly related to debt issuance such as attorney and financial advisor fees. Debt discount includes upfront fees and proceeds allocated to other components included in the debt issuance. The allocation of proceeds between the debt instrument and any other components included in the debt issuance, including common stock or warrants to purchase common stock, is generally based on the relative fair value allocation method. Debt Modification evaluates amendments to its debt instruments in accordance with applicable U.S. GAAP. This evaluation includes comparing the net present value of future cash flows of the amended debt to that of the original debt to determine if a change greater than percent occurred. In instances where the net present value of future cash flows changed more than percent, the Company applies extinguishment accounting. In instances where the net present value of future cash flows changed less than percent, the Company accounts for the amendment to the debt as a debt modification. Gains and losses on debt amendments that are considered extinguishments are recognized in current earnings. Debt amendments that are considered debt modifications are accounted for prospectively through yield adjustments, based on the revised terms. Legal fees and other costs incurred with third parties that are directly related to debt modifications are expensed as incurred and generally are included in interest expense in the consolidated statements of operations. Amounts paid by the Company to the lenders, including upfront fees and the fair value of warrants issued, are included in future cash flows for accounting treatment determination and, if debt modification is applicable, are also included in the determination of yield adjustment. Convertible Instruments ​ The Company accounts for its issuance of debt and equity instruments in accordance with applicable U.S. GAAP. In connection with that accounting, the Company assesses the various terms and features of the agreement to determine if any such feature is a derivative in accordance with Financial Accounting Standards Board (“FASB”) ASC No. 815 “ Derivatives and Hedging Activities” (“ASC No. 815” ​ Nonmonetary Transactions ​ The Company accounts for goods received in nonmonetary transactions at fair value unless the underlying exchange transaction lacks commercial substance or the fair value of the assets received or relinquished is not reasonably determinable, in which case the nonmonetary exchange would be measured based on the recorded amount of the nonmonetary asset relinquished. ​ Stock Issuance Costs Stock issuance costs are recorded as a reduction to issuance proceeds. Stock issuance costs incurred prior to the closing of the related issuances, including under shelf registration statements, are recorded in other assets in the consolidated balance sheets if the closing of the related issuance is deemed probable. Held for Sale and Discontinued Operations Classification The Company classifies a business as held for sale in the period in which management commits to a plan to sell the business, the business is available for immediate sale in its present condition, an active program to complete the plan to sell the business is initiated, the sale of the business within one year is probable and the business is being marketed at a reasonable price in relation to its fair value. Newly acquired businesses that meet the held-for-sale classification criteria upon acquisition are reported as discontinued operations. Upon a business’ classification as held for sale, net assets are measured for impairment. An impairment loss is recorded for goodwill when a reporting unit’s goodwill carrying value exceeds its implied fair value. An impairment loss is recorded for long-lived assets held for sale when the carrying amount of the asset exceeds its fair value less cost to sell. Other assets and liabilities are generally measured for impairment by comparing their carrying values to their respective fair values. A long-lived asset shall not be depreciated or amortized while it is classified as held for sale. Revenue Recognition The Company recognizes revenue under the FASB ASC 606 “ Revenue from Contracts with Customers ● 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 has entered into an arrangement with a cryptocurrency mining pool to provide computing power to the mining pool. The arrangement is 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. 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 compensation, calculated on a daily basis, at an amount that approximates the total bitcoin that could have been mined 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. Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of contract inception. There is no significant financing component in these transactions. There may be, however, consideration payable to the customer in the form of a pool operator fee; 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 is 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 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. The Company provides miner hosting services to customers. Hosting revenue is recognized in accordance with ASC 606 over the period of service and customers are invoiced monthly. The Company recorded miner hosting revenue of approximately Cryptocurrencies Cryptocurrencies, including bitcoin, are included in current assets in the consolidated balance sheets. Cryptocurrencies purchased will be recorded at cost and cryptocurrencies awarded to the Company through 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 on a daily basis. 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, if any, 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 within operating activities in the consolidated statements of cash flows. The sales of cryptocurrencies will be included within investing activities in the consolidated statements of cash flows and any realized gains or losses from such sales will be included in realized gain on sale of digital currency 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ Period February 8, 2021 (date of inception) to ​ ​ ​ September 30, ​ ​ September 30, ​ ​ 2022 ​ 2021 Beginning balance ​ $ — ​ $ — Revenue recognized ​ 3,631 ​ — Proceeds from sale ​ ​ (2,946) ​ ​ — Realized gain on sale ​ ​ 127 ​ ​ — Impairment ​ (682) ​ — Receivable from mining pool ​ ​ (70) ​ ​ — Ending balance ​ $ 60 ​ $ — ​ Stock-based Compensation The Company periodically issues restricted stock units to employees and non-employees in non-capital raising transactions for services. In accordance with the authoritative guidance for share-based payments FASB ASC 718 “ Compensation – Stock Compensation settlement of awards as discrete items within income tax benefit or provision within net income (loss) and the related cash flows are classified within operating activities. Power Curtailment Credits Payments received for participation in demand response programs are recorded as a reduction in cost of revenue in the consolidated statements of operations. The Company recorded power curtailment credits of approximately Loss per Share The Company computes earnings (loss) per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic loss per share of common stock is computed by dividing the Company’s net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share reflects the effect on weighted average shares outstanding of the number of additional shares outstanding if potentially dilutive instruments, if any, were converted into common stock using the treasury stock method or as-converted method, as appropriate. The computation of diluted loss per share does not include dilutive instruments in the weighted average shares outstanding, as they would be anti-dilutive. The Company’s dilutive instruments or participating securities as of September 30, 2022 include convertible preferred stock, a convertible promissory note, common stock warrants and restricted stock units issued for services. The Company had Concentrations The Company or its joint venture have contracted with two suppliers for the provision of bitcoin miners. One supplier, Minerva Semiconductor Corp., for the joint venture continues to deliver miners, but is well behind on its miner delivery schedule due to COVID-19 lockdowns, power shortages and other operational issues at its factory. Although the supplier has committed to fulfilling its performance obligations with increased future production levels, shipments of miners have continued to be delayed. The Company has currently contracted with one mining pool operator and one cryptocurrency custodian. The Company does not believe that these counterparties represent a significant performance risk. The Company operates bitcoin mining facilities. While the Company may choose to mine other cryptocurrencies in the future, it has no plans to do so currently. If the market value of bitcoin declines significantly, the consolidated financial condition and results of operations of the Company may be adversely affected. Recent Accounting Standards In June 2022, the FASB issued Accounting Standards Update 2022-03, “ Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions

BUSINESS COMBINATION

BUSINESS COMBINATION	9 Months Ended
	Sep. 30, 2022
BUSINESS COMBINATION
BUSINESS COMBINATION	NOTE 3 – BUSINESS COMBINATION On June 25, 2021, TeraCub entered into the Merger Agreement with IKONICS, a public company registered on the National Association of Securities Dealers Automated Quotations (“Nasdaq”), pursuant to which, among other things, TeraCub would effectively acquire IKONICS and become a publicly traded company on the Nasdaq, which was the primary purpose of the business combination. The closing date of the acquisition was December 13, 2021. Under the terms of the Merger Agreement, each share of IKONICS common stock issued and outstanding immediately prior to the transaction close, as defined (the “Closing”), was automatically converted into and exchanged for (i) in cash, without interest. Pursuant to the CVR Agreement, each shareholder of IKONICS as of immediately prior to the Closing, received of the Net Proceeds (as defined in the CVR Agreement), if any, from the sale, transfer, disposition, spin-off, or license of all or any part of the pre-merger business of IKONICS. Payments under the CVR Agreement are calculated quarterly and are subject to a reserve of up to of the Gross Proceeds (as defined in the CVR Agreement) from such transaction or more under certain conditions. The CVRs do not confer to the holders thereof any voting or equity or ownership interest in TeraWulf. The CVRs are not transferable, except in limited circumstances, and will not be listed on any quotation system or traded on any securities exchange. The CVR Agreement will terminate after all payment obligations to the holders thereof have been satisfied. Holders of CVRs will not be eligible to receive payment for dispositions, if any, of any part of the pre-merger business of IKONICS after the anniversary of the Closing. On April 15, 2022, a Definitive Agreement was signed whereby IKONCS agreed to sell a certain property, including a warehouse, to a third party for $7.0 million. The Definitive Agreement includes certain indemnifications which are subject to an limitation and related escrow of that amount upon consummation of the transaction. In July 2022, the transaction price was adjusted to million. In April 2022, the Company became aware of certain potential environmental remediation that may be required on a property of IKONICS. The site was enrolled in the Voluntary Investigation and Cleanup program with the Minnesota Pollution Control Agency (“MPCA”). In June 2022, the MPCA issued a No Action Determination for Soil letter regarding soil findings related to arsenic, lead, mercury and polynuclear aromatic hydrocarbons identified in the soil samples. A second seasonal soil vapor sampling event during winter conditions will be required to be completed at the site. As of the date these consolidated financial statements were available to be issued, because the extent of any potential remediation procedures is not known, the Company cannot reasonably estimate a range of potential remediation costs, if any. On August 5, 2022, an Asset Purchase Agreement (the “APA”) was signed whereby IKONICS agreed to sell (i) certain property, including a warehouse and a building which houses manufacturing, operations and administration, (ii) substantially all of its working capital and (iii) its historical business to a third party for $6.5 million plus or minus the amount of actual net working capital as compared to a target net working capital. The APA is structured as an asset sale and includes a net working capital true up provision. The APA includes certain indemnifications which are subject to a limitation and a related escrow of that amount upon consummation of the transaction. Substantially all of the remaining purchase price has been placed into escrow upon consummation of the transaction pending the completion of remaining aforementioned environmental testing and remediation resulting therefrom, if any. The environmental escrow will be released upon completion of any remediation work required and a receipt of a No Action Determination from the MPCA. The transaction close occurred in August 2022 with net sale proceeds of approximately million, which is included in restricted cash in the consolidated balance sheet as of September 30, 2022. A final net working capital adjustment remains outstanding as of the date these financial statements were available to be issued. Consideration Transferred The following table summarizes the fair value, as of the date of the Closing of the transaction, of the aggregate consideration paid for IKONICS (in thousands): ​ ​ ​ ​ ​ Cash consideration $ 13,712 Equity instruments: 1,999,525 shares of TeraWulf Inc. ​ 40,590 Contingent consideration: Contingent Value Rights ​ 12,000 ​ ​ $ 66,302 ​ As of September 30, 2022, the amount recognized for the CVR contingent consideration was remeasured to a fair value of $10.6 million. The million gain on remeasurement is included in loss from discontinued operations, net of tax in the consolidated statement of operations for the nine months ended September 30, 2022. ​ The Company’s consolidated financial statements include the operating results of IKONICS beginning on December 13, 2021, the date of the acquisition. The operating loss of $5.8 million related to the IKONICS’ business has been reflected in loss from discontinued operations, net of tax in the Company’s consolidated statement of operations for the nine months ended September 30, 2022.

ASSETS HELD FOR SALE AND DISCON

ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS	9 Months Ended
	Sep. 30, 2022
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS	NOTE 4 – ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS Upon acquisition, the IKONICS business met the assets held-for-sale and discontinued operations criteria and is reflected as discontinued operations held for sale in these consolidated financial statements. The Company determined that the IKONICS business qualified as assets held for sale as management committed to a plan to sell the business, the business was in readily sellable form and it was deemed probable that the business would be sold in a twelve-month period. The structure of the business combination, through the CVR Agreement, contemplated the sale of the IKONICS legacy business whereby the Company would become solely a bitcoin mining focused entity. The Merger Agreement requires IKONICS, after the Closing, to use its reasonable best efforts to consummate a sale of its legacy business as soon as reasonably practicable. The CVR Agreement provides that months from the Closing. As of September 30, 2022, all assets previously held for sale had been sold. ​ The assets and liabilities of IKONICS are presented separately in current assets held for sale and current liabilities held for sale, respectively, in the consolidated balance sheets and includes the following (in thousands): ​ ​ ​ ​ ​ ​ ​ September 30, 2022 December 31, 2021 Trade receivables $ — $ 1,327 Inventories — ​ 3,737 Prepaid expenses and other current assets — ​ 944 Property, plant and equipment — ​ 10,036 Intangible assets — ​ 3,304 Current assets held for sale $ — ​ $ 19,348 ​ ​ ​ ​ ​ ​ Accounts payable $ — ​ $ 1,207 Accrued compensation — ​ 439 Other accrued liabilities — ​ 109 Current liabilities held for sale $ — ​ $ 1,755 ​ During the nine months ended September 30, 2022, the Company determined that change in circumstance indicated that the then carrying amount of the IKONICS’ long-lived assets may not have been recoverable and recognized an impairment loss in loss on discontinued operations, net of tax of $4.5 million to write down the related carrying amounts to their fair values less estimated cost to sell. The loss from discontinued operations, net of tax presented in the consolidated statements of operations includes the following results of IKONICS (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ September 30, ​ September 30, ​ 2022 2022 Net sales $ 2,203 ​ $ 11,028 Cost of goods sold 1,945 ​ 8,265 Gross profit 258 ​ 2,763 Selling, general and administrative expenses 760 ​ 3,375 Research and development expenses 148 ​ 437 Impairment on remeasurement or classification as held for sale — ​ 4,541 Loss on sale of net assets held for sale ​ 239 ​ ​ 239 Loss from discontinued operations before other income ​ (889) ​ (5,829) Interest expense ​ (12) ​ ​ (12) Other income ​ — ​ ​ 6 Loss from discontinued operations before income tax (901) ​ ​ (5,835) Income tax expense — ​ (8) Loss from discontinued operations, net of tax $ (901) ​ $ (5,843) ​ Total cash flows used in operating activities from discontinued operations was $1.3 million and $0 in the consolidated statements of cash flows for the nine months ended September 30, 2022 and the period February 8, 2021 (date of inception) to September 30, 2021, respectively.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 5 – FAIR VALUE MEASUREMENTS Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-level fair value hierarchy prioritizing the inputs to valuation techniques is used to measure fair value. The levels are as follows: (Level 1) observable inputs such as quoted prices in active markets for identical assets or liabilities; (Level 2) observable inputs for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable either directly or indirectly from market data; and (Level 3) unobservable inputs in which there is little or no market data, which require the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The following table illustrates the financial instruments measured at fair value on a non-recurring basis segregated by hierarchy fair value levels as of September 30, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ Significant ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices ​ Other ​ Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in Active ​ Observable ​ Unobservable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Markets ​ Inputs ​ Inputs ​ Remeasurement ​ ​ ​ ​ Carrying Value (Level 1) (Level 2) (Level 3) Gain (2) Impairment Contingent consideration liability - Contingent Value Rights (1) ​ $ 10,594 ​ $ — ​ $ 10,594 ​ $ — ​ $ 1,406 ​ $ — ​ ​ $ 10,594 ​ $ — ​ $ 10,594 ​ $ — ​ $ 1,406 ​ $ — ​ (1) During the nine months ended September 30, 2022, the Company changed the valuation approach from the use of other unobservable inputs to other observable inputs based on information obtained through the active marketing and sale of the underlying assets. (2) The remeasurement gain is $0 and $1.4 million for the three and nine months ended September 30, 2022, respectively. The following table illustrates the financial instruments measured at fair value on a non-recurring basis segregated by hierarchy fair value levels as of December 31, 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ Significant ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices ​ Other ​ Other ​ ​ ​ ​ ​ ​ ​ ​ in Active ​ Observable ​ Unobservable ​ ​ ​ ​ ​ ​ ​ ​ Markets ​ Inputs ​ Inputs ​ ​ ​ ​ Carrying Value (Level 1) (Level 2) (Level 3) Impairment Contingent consideration liability - Contingent Value Rights (1) ​ $ 12,000 ​ $ — ​ $ — ​ $ 12,000 ​ $ — ​ ​ $ 12,000 ​ $ — ​ $ — ​ $ 12,000 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 48,338 Long-lived assets held for sale - intangible assets (2) ​ ​ 3,304 ​ ​ — ​ ​ — ​ ​ 3,304 ​ ​ 136 ​ ​ $ 3,304 ​ $ — ​ $ — ​ $ 3,304 ​ $ 48,474 ​ (1) At December 31, 2021, the significant unobservable inputs used to estimate fair value include (1) a business enterprise value of $15.9 million, (2) an implied probability of sale of 90% and (3) estimated transaction and other deductible costs of $1.6 million. The significant unobservable inputs used in applying the income approach include a discount rate of 11.5% and a long-term growth rate of 2.5% . (2) At December 31, 2021, the significant unobservable inputs used to estimate fair value include an attrition rate of 4% to 10% (with a weighted average of 8% ) and a discount rate of 27% for customer relationships, twelve months’ time to recreate for developed technology and a royalty rate of 0.5% and a discount rate of 27% for trade names. The Company has determined the long-term debt fair value as of September 30, 2022 is approximately $122.9 million (see Note 9). The Company has determined the convertible promissory note fair value as of September 30, 2022 approximates its book value due to the short duration between the issuance of the convertible promissory note and September 30, 2022 (see Note 10). The carrying values of cash and cash equivalents, restricted cash, prepaid expenses, amounts due from related parties, other current assets, accounts payable, accrued construction liabilities, other accrued liabilities and other amounts due to related parties are considered to be representative of their respective fair values principally due to their short-term maturities. There were no additional material non-recurring fair value measurements as of September 30, 2022 and December 31, 2021, except for the calculation of fair value of Common Stock warrants issued in connection with an amendment to the Company’s long-term debt agreement (see Note 9), the calculation of fair value of nonmonetary assets distributed from the Company’s joint venture (see Note 11), the calculation of the allocation of the IKONICS purchase price to the fair values of the assets acquired and liabilities assumed and the impairment loss upon IKONICS’ classification as held for sale. ​ The Company utilized a Black-Scholes option pricing model and the application of a discount for lack of marketability (“DLOM”) to value its common stock warrants upon issuance. The estimated fair value of the warrants is determined using Level 3 inputs. Inherent in the model and fair value estimate are assumptions related to expected share-price volatility, expected life, risk-free interest rate, dividend yield and DLOM. The Company estimates volatility based on public company peer group volatility over the contractual term of the warrants. The risk-free interest rate is based on the U.S. Treasury rate on the grant date for a maturity similar to the expected life of the warrants, which is assumed to be equivalent to their contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The Company applied a DLOM of . ​

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT	9 Months Ended
	Sep. 30, 2022
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT	NOTE 6 — PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2022 December 31, 2021 Miners ​ $ 50,488 ​ $ — Construction in process ​ ​ 39,706 ​ ​ 20,867 Leasehold improvements ​ ​ 20,700 ​ ​ — Equipment ​ 5,628 ​ 19 Deposits on miners ​ 87,327 ​ 70,560 ​ ​ 203,849 ​ 91,446 Less: accumulated depreciation ​ (1,719) ​ — ​ ​ $ 202,130 ​ $ 91,446 ​ The Company capitalizes a portion of the interest on funds borrowed to finance its capital expenditures. Capitalized interest is recorded as part of an asset’s cost and will be depreciated over the asset’s useful life. Capitalized interest costs were $4.3 million and $0 for the nine months ended September 30, 2022 and the period February 8, 2021 (date of inception) to September 30, 2021, respectively. Approximately Depreciation expense was $1.7 million and $0 for the nine months ended September 30, 2022 and the period February 8, 2021 (date of inception) to September 30, 2021, respectively.

LEASES

LEASES	9 Months Ended
	Sep. 30, 2022
LEASES
LEASES	NOTE 7 — LEASES Effective in May 2021, the Company entered into a ground lease (the “Ground Lease”) related to its planned bitcoin mining facility in New York with a counterparty which is a related party due to control by a member of Company management. The Ground Lease includes fixed payments and contingent payments, including an annual escalation based on the change in the Consumer Price Index as well as the Company’s proportionate share of the landlord’s cost to own, operate and maintain the premises. The Ground Lease originally had an initial term of at the option of the Company, subject to the Company not then being in default, as defined. In July 2022, the Ground Lease was amended to increase the initial term of the lease to and to amend certain other non-financial sections to adjust environmental obligations, site access rights and leasehold mortgage rights. In September 2022, the compensation due the landlord for entering into the lease amendment was finalized with a compensatory amount of million, issuable in shares of Common Stock determined using a trailing volume weighted average price. In September 2022, the Company issued shares in satisfaction of this obligation. The Common Stock issued had a fair value of million at the date of issuance. The Ground Lease, which is classified as an operating lease, has been remeasured as of the date of the amendment, resulting in an increase of right-of-use asset and operating lease liability in the consolidated balance sheets. The Ground Lease remains classified as an operating lease based on the remeasurement analysis that utilized a discount rate of , which is an estimate of the Company’s incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the remeasurement date. Upon expiration of the lease, the buildings and improvements on the premises will revert to the landlord in good order. Payments under the lease commenced in 2021. For the nine months ended September 30, 2022, the Company recorded operating lease expense of in addition to the issuance of the aforementioned Common Stock. For the period February 8, 2021 (date of inception) to September 30, 2021, the Company recorded operating lease expense of in operating expense in the consolidated statement of operations and made no cash lease payments. The remaining lease term based on the terms of the lease as of September 30, 2022 is The following is a maturity analysis of the annual undiscounted cash flows of the estimated operating lease liabilities as of September 30, 2022 (in thousands): ​ ​ ​ ​ ​ Year ending December 31: ​ 2022 ​ $ 41 2023 ​ 163 2024 ​ 163 2025 ​ 163 2026 ​ 163 Thereafter ​ 1,207 ​ ​ $ 1,900 ​ A reconciliation of the undiscounted cash flows to the operating lease liabilities recognized in the consolidated balance sheet as of September 30, 2022 follows (in thousands): ​ ​ ​ ​ ​ Undiscounted cash flows of the operating lease $ 1,900 Unamortized discount ​ 901 Total operating lease liability ​ 999 Current portion of operating lease liability ​ 41 Operating lease liability, net of current portion ​ $ 958 ​ During the nine months ended September 30, 2022, the Company entered into a short term lease arrangement for digital currency mining equipment. The term of the operating lease was two months and concluded in May 2022. There were no variable charges under this arrangement. For the nine months ended September 30, 2022, lease expense related to this arrangement of $1.3 million was recorded in operating expense in the consolidated statement of operations. The Company periodically enters into short term lease arrangements for operating equipment and recorded $270,000 under these short term lease arrangements in operating expense in the consolidated statement of operations for the nine months ended September 30, 2022.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2022
INCOME TAXES
INCOME TAXES	NOTE 8 – INCOME TAXES ​ The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. The Company has an effective tax rate of 0.54% for the nine months ended September 30, 2022, and the period February 8, 2021 (date of inception) to September 30, 2021. The Company’s effective rate differs from its statutory rate of 21% primarily due to the recording of a valuation allowance against its deferred tax assets and to the reversal of deferred tax liabilities during the nine months ended September 30, 2022 related to the sale of the net assets held for sale of IKONICS. The Company’s sale of the net assets held for sale of IKONICS resulted in a reversal of existing net deferred tax liabilities and a related tax benefit of $256,000 recorded in income tax benefit in the consolidated statement of operations for the nine months ended September 30, 2022. ​ ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of available evidence, it is more likely than not that some or a portion or all the deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company estimated a portion of its deferred tax assets will be utilized to offset the Company’s deferred tax liabilities. Based upon the level of historical U.S. losses and future projections over the period in which the remaining deferred tax assets are deductible, at this time, management believes it is more likely than not that the Company will not realize the benefits of the remaining deductible temporary differences, and as a result the Company has recorded a valuation allowance as of September 30, 2022 and December 31, 2021 for the amount of deferred tax assets that will not be realized. ​ The Company has no unrecognized tax benefits as of September 30, 2022 and December 31, 2021. The Company’s policy is to recognize interest accrued and penalties related to unrecognized tax benefits in tax expense.

DEBT

DEBT	9 Months Ended
	Sep. 30, 2022
DEBT
DEBT	NOTE 9 – DEBT Promissory Notes Between October 4, 2021 and November 19, 2021, the Company obtained loans (each, a “Loan”) from its three largest stockholders in an aggregate principal amount of $25.0 million, each evidenced by a promissory note, certain of which were amended and restated subsequent to issuance. Interest on the unpaid principal balance of each Loan accrued at a rate of 8% per annum and was paid in kind and added to the principal balance of such Loan on a monthly basis. The outstanding principal amount of each Loan, together with all accrued and unpaid interest thereon, was due and payable in full on the earliest to occur of: (i) the issuance of equity securities by the Company or any of its subsidiaries under any offering in an amount greater than $50.0 million; and (ii) the first anniversary of the issuance date of such Loan. The Company could have prepaid the outstanding principal balance of the Loans, in whole or in part, without penalty or premium at any time prior to the applicable maturity date. In December 2021, the Loans were repaid in full. Long-Term Debt Long-term debt consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2022 December 31, 2021 Term loan ​ $ 138,500 $ 123,500 Debt issuance costs and debt discount ​ (22,369) ​ (28,873) ​ ​ 116,131 ​ 94,627 Less long-term debt due within one year ​ 34,625 ​ — Total long-term debt, net of portion due within one year ​ $ 81,506 ​ $ 94,627 ​ On December 1, 2021, TeraCub entered into a Loan, Guaranty and Security Agreement with Wilmington Trust, National Association as administrative agent (the “LGSA”). The LGSA consists of a $123.5 million term loan facility (the “Term Loan”). On December 14, 2021, TeraWulf executed a joinder agreement whereby it effectively became the successor borrower to TeraCub and assumed all obligations under the LGSA. The Company is required to pay the outstanding principal balance of the Term Loan in quarterly installments, commencing in April 2023, equal to 12.5% of the original principal amount of the Term Loan. The maturity date of the Term Loan is December 1, 2024. The Term Loan bears an interest rate of 11.5% and an upfront fee of 1%, an amount of approximately $1.2 million. Upon the occurrence and during the continuance of an event of default, as defined, the applicable interest rate will be 13.5%. Interest payments are due quarterly in arrears. The Company has the option to prepay all or any portion of the Term Loan in increments of at least $5.0 million subject to certain prepayment fees, including: (1) if paid prior to the first anniversary of the LGSA, a make whole amount based on the present value of the unpaid interest that would have been paid on the prepaid principal amount over the first year of the Term Loan, (2) if paid subsequent to the first anniversary of the LGSA but prior to the second anniversary of the LGSA, an amount of million, is a related party due to cumulative voting control by members of Company management and a member of the Company’s board of directors. In July 2022, NovaWulf Digital Master Fund, L.P. transferred a principal balance of In connection with the LGSA, the Company issued to the holders of the Term Loans 839,398 shares of Common Stock (the “Term Loan Equity”), which is a quantity of Common Stock which represented 1.5% of the outstanding shares of the publicly registered shares of TeraWulf subsequent to the Closing. In connection with the issuance of the Term Loans, the Company incurred aggregate issuance costs of approximately $4.0 million, in addition to the $1.2 million upfront fee. The aggregate issuance costs and the upfront fee were allocated to the Term Loan Equity and the Term Loan based on the relative fair value method in the amounts of $1.1 million and $4.1 million, respectively. For the Term Loan, this $4.1 million was included in debt discount along with the fair value of the Term Loan Equity, an amount of $25.7 million. The total of these items, an amount of $29.8 million, represents debt issuance costs and debt discount and was deducted from the Term Loan proceeds and was being accreted into the long-term debt balance over the three-year term of the debt at an effective interest rate of 12.9%, which was in addition to the stated interest rate. ​ In July 2022, the Company entered into an amendment to the LGSA. This amendment provides for an additional , if higher. No interest rate adjustment has been made under this provision. Pursuant to the New Term Facility, funds can be drawn in of the original principal amount advanced under such tranches of the LGSA. The New Term Facility required the Company to extend the initial term of the Ground Lease from . The prepayment provisions remain unchanged for the Term Loan. If the New Term Facility is repaid within prepayment penalty is due. A prepayment thereafter results in no prepayment penalty. ​ In connection with the New Term Facility, the Company paid an upfront fee of $125,000 and issued warrants to the lenders under the New Term Facility to purchase 5,787,732 shares of Common Stock at $0.01 per share, an aggregate number of shares of the Company’s Common Stock equal to 5.0% (comprised of 2% related to the Delayed Draw Term Loan Commitment and 3% related to the First Amendment Term Loan) of the then fully diluted equity of the Company. In connection with the issuance of the New Term Facility, the Company also incurred aggregate issuance costs of approximately million, in addition to the aforementioned upfront fee. If the Company draws subsequent tranches, it is required to issue warrants to the lenders to purchase shares of the Company’s Common Stock equal to dilution of million, in each case as a percentage of the then fully diluted equity of the Company, respectively. A certain portion of the warrants issued under the warrant agreement were subject to cancellation, upon the occurrence of certain conditions, but based on the passage of time no cancellation provisions remain effective. The warrants were subject to certain vesting restrictions, which expired on September 30, 2022 or October 30, 2022. ​ The Company determined that debt modification accounting applies. Third party and upfront fees have been allocated pro rata between the First Amendment Term Loan and the Delayed Draw Term Loan Commitment. Third-party fees of related to the First Amendment Term loan have been expensed to interest expense in the consolidated statement of operations for the nine months ended September 30, 2022. Fees paid to lenders and the fair value of the common stock warrants, an aggregate . For the nine months ended September 30, 2022, the Company amortized ​ Fees paid and the fair value of the common stock warrants related to the Delayed Draw Term Loan Commitment, an aggregate $3.4 million, were capitalized to other assets and are being amortized on a straight-line basis over the commitment period, which expires December 31, 2022. If a tranche of the Delayed Draw Term Loan Commitment is drawn, the then related carrying value of the commitment fee asset will be derecognized and a discount on debt will be recorded and amortized over the term of the commitment drawn. For the nine months ended September 30, 2022, the Company amortized ​ The LGSA, as amended, requires the Company to maintain or meet certain affirmative, negative, financial and reporting covenants. The affirmative covenants include, among other things, a requirement for the Company to maintain insurance coverage, maintain mining equipment and comply in all material respects with the Company’s Nautilus joint venture agreement (see Note 11), each as defined. The negative covenants restrict or limit the Company’s ability to, among other things, incur debt, create liens, divest or acquire assets, make restricted payments and permit the Company’s interest in the Nautilus joint venture to be reduced below 25%, each as defined. The LGSA also contains usual and customary events of default. If an event of default occurs and is continuing, the then outstanding obligations under the LGSA may become immediately due and payable. Principal maturities of outstanding long-term debt as of September 30, 2022 are as follows (in thousands): ​ ​ ​ ​ ​ Year ending December 31: ​ 2022 ​ $ — 2023 ​ 51,938 2024 ​ 86,562 Total principal maturities ​ $ 138,500 ​

STANDBY EQUITY PURCHASE AGREEME

STANDBY EQUITY PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTE	9 Months Ended
	Sep. 30, 2022
STANDBY EQUITY PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTE
STANDBY EQUITY PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTE	NOTE 10 – STANDBY EQUITY PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTE Standby Equity Purchase Agreement ​ On June 2, 2022, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. (“Yorkville”). Pursuant to the SEPA, the Company shall have the right, but not the obligation, to sell to Yorkville up to $50,000,000 of its shares of Common Stock, at the Company’s request any time during the commitment period commencing on June 2, 2022 and terminating on the earliest of (i) the first day of the month following the 36-month consecutive trading days commencing on the trading day following the Company’s submission of an Advance notice to Yorkville. The SEPA contains customary registration rights, representations, warranties, conditions and indemnification obligations by each party. Certain conditions precedent must be satisfied in order for the Company to deliver a notice of Advance. These conditions include, but are not limited to, the existence of an effective registrations statement pursuant to which Yorkville is permitted to utilize the prospectus thereunder to resell all of the Common Stock issuable pursuant to the Notice. The issuance and sale of the Common Stock by the Company under the SEPA are made pursuant to the prospectus and prospectus supplement forming a part of the Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-262226), which was declared effective on February 4, 2022 (“the 2022 Registration Statement”), including a final prospectus supplement dated June 10, 2022. ​ In addition to the Company’s right to request Advances, subject to certain conditions precedent, the Company had the option to, but was not obligated to, effect a pre-advance loan with a principal amount of $15.0 million through the issuance and sale to Yorkville of a convertible promissory note (the “Promissory Note”). The Company elected to issue and sell the Promissory Note to Yorkville on June 2, 2022. Subject to the terms of the SEPA, the Company has the right to terminate the SEPA at any time, at no cost or penalty, upon five trading days’ prior written notice so long as there are no outstanding Advances, no outstanding balance on the Promissory Note and no other amounts owed to Yorkville. No termination of the SEPA will affect the indemnification provisions contained within the SEPA, which provisions will survive any termination. As of September 30, 2022, Convertible Promissory Note On June 2, 2022, the Company issued the Promissory Note to Yorkville, which was issued with a 2% original issue discount, for proceeds of $14.7 million. The maturity date of the million payments commencing July 27, 2022. Upon reasonable advance notice, the Company may defer such monthly payments to later dates to be mutually agreed by the Company and Yorkville. In July 2022, million July monthly payment amount was deferred until the October 2022 monthly payment due date. In August 2022, million August monthly payment amount was deferred until the November 2022 monthly payment due date. The Promissory Note bears an interest rate of until the Promissory Note is paid in full. Interest payments are due monthly in conjunction with scheduled principal payments. The Promissory Note may be repaid with the proceeds of an Advance or repaid in cash and, if repaid in cash, together with a cash payment premium of per share of Common Stock (the “Conversion Price”). If the shares of Common Stock. The Conversion Price will be adjusted for certain dilutive events or fundamental Company transactions and events, including, but not limited to, mergers, consolidations, a change of control, sale of substantially all the assets of the Company and transactions where holders of the Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (see Note 17). In certain of these events, upon a Yorkville Conversion, Yorkville will be entitled to receive such benefits as if it were a Common Share holder at the time of the underlying event. Upon any Yorkville Conversion, the Company is required to deliver in a timely manner, as defined, the Common Shares issuable per the conversion. If the Company does not deliver the Common Shares in a timely manner, as defined, Yorkville may purchase such Common Shares (in an open market transaction or otherwise) and may seek a cash-based or cash and stock-based remedy from the Company. The Company has the right to redeem early a portion or all amounts outstanding under the Promissory Note provided that (1) if the market price, as defined, of the Company’s Common Stock is less than or equal to the Conversion Price, the Company will provide five fifteen trading days notice and (ii) the Company may only exercise its early redemption right if Yorkville is able to exercise its rights under the SEPA. Upon receipt of a redemption notice, Yorkville will first have the right to exercise its conversion rights prior to the effectiveness of a Company redemption. The specified redemption amount will be reduced by any Yorkville Conversion amount. The Company shall maintain the effectiveness of a registrations statement pursuant to which Yorkville is permitted to utilize the prospectus thereunder to resell all of the Common Stock issuable pursuant to the conversion of the Promissory Note. The issuance and sale of the Common Stock by the Company under the Promissory Note, including shares issued upon a Yorkville Conversion, are made pursuant to the prospectus and prospectus supplement forming a part of the 2022 Registration Statement, including a final prospectus supplement dated June 10, 2022. The aggregate debt discount and debt issuance costs recorded for the Promissory Note is are recorded as a reduction of the Promissory Note balance in the consolidated balance sheets as of September 30, 2022. For the nine months ended September 30, 2022, the Company paid cash principal payments of

JOINT VENTURE

JOINT VENTURE	9 Months Ended
	Sep. 30, 2022
JOINT VENTURE
JOINT VENTURE	NOTE 11 – JOINT VENTURE On May 13, 2021, the Company and Talen Energy Corporation (“Talen”) (each a “Member” and collectively the “Members”) entered into a joint venture, Nautilus Cryptomine LLC (“Nautilus”), to develop, construct and operate up to 300 MW of zero-carbon bitcoin mining in Pennsylvania (the “Joint Venture”). In connection with the Joint Venture, Nautilus simultaneously entered into (i) a ground lease (the “Nautilus Ground Lease”), which includes an electricity supply component, with a related party of Talen, (ii) a Facility Operations Agreement with a related party of the Company and (3) a Corporate Services Agreement with a related party of Talen. Each Member originally held a 50% interest in the Joint Venture. Pursuant to the terms of the Joint Venture agreement, TeraWulf would contribute $156.0 million both in cash and in-kind and Talen would contribute $156.0 million both in cash and in-kind to Nautilus by March 2022, unless otherwise determined in accordance with the Joint Venture agreement. The Company capitalizes a portion of the interest on funds borrowed to finance its investments in Nautilus prior to Nautilus commencing its principal operations. Capitalized interest costs were $1.6 million and $0 for the nine months ended September 30, 2022 and period February 8, 2021 (date of inception) to September 30, 2021, respectively. On August 27, 2022, the Members entered into an amended and restated Joint Venture agreement (“the “A&R Agreement”) whereby, among other changes, the unit ownership will be determined by infrastructure contributions while distributions of mined bitcoin will be determined by each Member’s respective hashrate contributions. Members are allowed to make contributions of miners up to the effective electrical capacity of their owned infrastructure percentage. Each party retains access to of the electricity supply outlined in the Nautilus Ground Lease. Additionally, the Company’s scheduled capital contributions were amended such that the Company would retain a ownership interest in the Joint Venture if such capital contributions were funded. With the change in ownership percentage, governance rights were amended to provide for greater Talen board participation, among other changes. The A&R amended the capital contribution schedule so that the Company’s scheduled infrastructure-related capital contributions were million, due during the period September to November 2022. Subsequent to September 30, 2022, the Company targeted a million capital contributions. The Company is not obligated to fund the balance of the million scheduled infrastructure-related capital contributions. Accordingly, the Company’s ownership interest in the Joint Venture is On March 19, 2021, TeraCub executed an agreement for the purchase of bitcoin miners from Minerva Semiconductor Corp. (“Minerva”) for a total of 30,000 MV7 miners, with originally scheduled monthly deliveries of miners each between November 2021 and January 2022, for an aggregate price of $118.5 million (the “Minerva Purchase Agreement”). Pursuant to the Minerva Purchase Agreement, the Company paid an initial deposit of $23.7 million. Concurrently with the execution of the Joint Venture agreement, TeraWulf assigned the Minerva Purchase Agreement to Nautilus. During the nine months ended December 31, 2021, the Company paid Minerva of the initial deposit paid prior to March 31, 2021. The balance of payments under the Minerva Purchase Agreement were originally scheduled to be paid as follows: (i) On June 15, 2021, Nautilus entered into two Non-fixed Price Sales and Purchase Agreements for the purchase of bitcoin miners from Bitmain Technologies Limited (“Bitmain”) for a total of 30,000 S19j Pro miners, with originally scheduled monthly deliveries of 5,000 miners each between January 2022 and March 2022 under one agreement (the “Q1 2022 Bitmain Agreement’) and 5,000 miners each between April 2022 and June 2022 under a second agreement (the “Q2 2022 Bitmain Agreement” and, together, the “Bitmain Purchase Agreements”). During the nine months ended September 30, 2022, the Company paid Bitmain of that amount. In 2021, the Company paid Bitmain approximately million in accordance with the Joint Venture agreement. As of September 30, 2022, the Q1 2022 Bitmain Agreement has concluded with all parties performing under the contract. In September 2022, the Q2 2022 Bitmain Agreement was cancelled whereby each Member received a million credit with Bitmain to use at the respective Member’s discretion (the “Bitmain Credit”). See Note 12. The Company recorded a distribution from the Joint Venture whereby equity in net assets of investee was reduced and property, plant and equipment, net was correspondingly increased by the The Company’s direct payments to Minerva and Bitmain, among others, on behalf of Nautilus for the nine months ended September 30, 2022, are included in investments in joint venture related to direct payments made on behalf of joint venture in the consolidated statement of cash flows. A reconciliation of amounts included within this footnote to captions in the consolidated statement of cash flows for the nine months ended September 30, 2022 follows (in thousands): ​ ​ ​ ​ ​ Payment of TeraWulf 50% share of Bitmain deposits ​ $ (11,402) Investments in joint venture related to direct payments made on behalf of joint venture ​ ​ (11,402) Direct investments in joint venture ​ ​ (26,395) Investments in joint venture, including direct payments made on behalf of joint venture ​ $ (37,797) ​ ​ ​ ​ Payment of Talen 50% share of Bitmain deposits ​ $ (11,402) Other reimbursable payments ​ ​ (339) Reimbursable payments for deposits on plant and equipment made on behalf of joint venture or a joint venture partner ​ $ (11,741) ​ ​ ​ ​ Talen reimbursement of 50% share of Bitmain deposits ​ $ 11,402 Other reimbursable payments ​ ​ 314 Reimbursement of payments for deposits on plant and equipment made on behalf of joint venture or a joint venture partner ​ $ 11,716 ​ Nautilus is a VIE accounted for using the equity method of accounting. The table below summarizes the Company’s interest in Nautilus and the Company’s maximum exposure to loss as a result of its involvement with the VIE as of September 30, 2022 (in thousands, except for percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commitment to ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Company’s ​ Future ​ Company’s ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ Variable ​ Additional ​ Maximum ​ ​ % ​ Initial ​ Additional ​ Inception ​ Interest in ​ Contributions ​ Exposure to Loss Entity ​ Ownership ​ Investment ​ Investment, Net ​ to Date ​ Entity ​ (1) ​ in Entity (2) Nautilus 29.2 % $ 18,000 ​ $ 74,876 ​ $ 16,149 ​ $ 76,727 ​ $ 12,100 ​ $ 88,827 ​ (1) The Members may seek alternate financing for the Pennsylvania bitcoin mining facility, which could reduce the amount of investments each Member would be required to provide. The Members may mutually agree on changes to the Pennsylvania bitcoin mining facility, which could increase or decrease the amount of contributions each Member is required to provide. (2) The maximum exposure at September 30, 2022 is determined by adding the Company’s variable interest in the entity and any explicit or implicit arrangements that could require the Company to provide additional financial support. The amount represents the contractually required capital contributions of the Company which are required for the initial phase of the Pennsylvania bitcoin mining facility buildout. Due to the change in Member ownership percentage and governance rights under the A&R Agreement, Talen determined it controlled the Joint Venture from an accounting perspective and thereby was required to fair value the identifiable assets and liabilities of the Joint Venture for its internal accounting purposes. Under the Corporate Services Agreement, Talen is responsible for maintaining the books and records of the Joint Venture and elected to push down the fair value adjustments to Nautilus’ books and records. The Company accounts for the Joint Venture as an equity method investment and the change in ownership percentage does not impact the Company’s method of accounting or basis. Therefore, there is a basis difference between the books and records of Nautilus and the Company’s accounting basis in the Joint Venture. 30, 2022 and the condensed financial position as of September 30, 2022 and December 31, 2021, of Nautilus are summarized below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Nine Months Ended ​ ​ September 30, 2022 (1) ​ September 30, 2022 (1) ​ ​ Condensed statement of operations information: ​ ​ Revenue ​ $ — ​ $ — ​ ​ Operating expense ​ 2,909 ​ 6,654 ​ ​ Net loss ​ $ (2,909) ​ $ (6,654) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2022 (1) December 31, 2021 Condensed balance sheet information: ​ ​ Current assets ​ $ 19,222 ​ $ 4,960 Noncurrent assets ​ 92,442 ​ 214,803 Total assets ​ $ 111,664 ​ $ 219,763 ​ ​ ​ ​ ​ ​ ​ Current liabilities ​ $ 24,299 ​ $ 11,317 Equity ​ 87,365 ​ 208,446 Total liabilities and equity ​ $ 111,664 ​ $ 219,763 ​ ​ (1) The condensed statement of operations information for the three and nine months ended September 30, 2022 and the condensed balance sheet information as of September 30, 2022 reflect the impact of the Talen-estimated fair value measurements of Nautilus which, resulting from the application of ASC 805 “ Business Combinations, ” have been pushed down to the books and records of Nautilus by Talen, as discussed above. The Company’s bases in the assets and liabilities of Nautilus continue to be recorded at historical value on the accompanying consolidated balance sheets. In March 2022, the Company entered into an exchange agreement with Nautilus and the Nautilus co-venturer whereby the Company purchased 2,469 of Nautilus’ Bitmain S19j Pro miners (the “Nautilus Miners”) to be received under the Bitmain Purchase Agreements in exchange for an option to either (1) deliver miners that are not less favorable in all material respects to those of the Nautilus Miners (the “Exchange Miners”) by July 1, 2022 or (2) incur a pro forma adjustment to Nautilus’ distributions such that the Nautilus co-venturer is made whole as though the miners had not been transferred to the Company. If the Exchange Miners are not delivered by September 30, 2022, the Nautilus co-venturer is entitled to elect to distribute in-kind a number of miners then in possession of Nautilus comparable to the then-undelivered Exchange Miners. During the three months ended June 30, 2022, the Nautilus Miners were received and recorded at fair value to property, plant and equipment, net in the amount of million with a corresponding recognition of an exchange miner liability of the same amount. The A&R Agreement removed the Company’s obligation to deliver the Exchange Miners to the Joint Venture. Accordingly, the Company derecognized the miner exchange liability and recorded a ​ In September 2022, the Company, as allowed under the A&R Agreement and because its Lake Mariner Facility was operational, transferred 2,500 Bitmain S19j Pro miners from Nautilus to its Lake Mariner Facility. Accordingly, the Company recorded the miners at an estimated fair value of million. This loss is recorded as a component of equity in net loss of investee, net of tax in the consolidated statement of operations for the three and nine months ended September 30, 2022.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2022
COMMITMENTS AND CONTINGENCIES.
COMMITMENTS AND CONTINGENCIES	NOTE 12 – COMMITMENTS AND CONTINGENCIES Litigation The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings, regulatory inquiries and claims that arise in the ordinary course of its business activities. Bitmain Miner Purchase Agreements On December 7, 2021, the Company entered into a Non-fixed Price Sales and Purchase Agreement with Bitmain for the purchase of 3,000 S19XP miners, with originally scheduled monthly deliveries of 500 miners each between July 2022 and December 2022 (the “Second Bitmain Purchase Agreement”) for a total purchase price of $32.6 million. The Second Bitmain Purchase Agreement includes liquidated damage provisions that may be applied if payments are not made within sixty days of a payment due date, if not otherwise mutually extended. No liquidated damages have been applied as of . For a batch of miners comprising a monthly shipment, if timely payments were made on installments then due, the Company holds an option to partially or wholly cancel that batch of miners and the remaining balance on that batch shall be refunded no later than two years after such cancellation. The Company is responsible for all logistics costs related to transportation for the delivery of miners. Pursuant to the Second Bitmain Purchase Agreement, the Company paid in 2021. In September 2022, the Company cancelled the September and October 2022 batches and payments previously made for these monthly batches were applied to other payment obligations under the contract. Additionally, certain amounts from the Nautilus Bitmain Credit have been applied to the Second Bitmain Purchase Agreement. The Company does not expect any additional payment to be required under the Second Bitmain Purchase Agreement. On December 15, 2021, the Company entered into a Non-fixed Price Sales and Purchase Agreement with Bitmain for the purchase of 15,000 S19XP miners, with originally scheduled monthly deliveries of 2,500 miners each between July 2022 and December 2022 (the “Third Bitmain Purchase Agreement”) for a total purchase price of $169.1 million. The Third Bitmain Purchase Agreement includes liquidated damage provisions that may be applied if payments are not made within sixty days of a payment due date, if not otherwise mutually extended. No liquidated damages have been applied as of . For a batch of miners comprising a monthly shipment, if timely payments were made on installments then due, the Company holds an option to partially or wholly cancel that batch of miners and the remaining balance on that batch shall be refunded no later than two years after such cancellation. The Company is responsible for all logistics costs related to transportation for the delivery of miners. Pursuant to the Third Bitmain Purchase Agreement, the Company paid million in 2021. In September 2022, the Company cancelled the September and October 2022 batches and payments previously made for these monthly batches were applied to other payment obligations under the contract. Additionally, certain amounts from the Nautilus Bitmain Credit have been applied to the Third Bitmain Purchase Agreement. The Company does not expect any additional payment to be required under the Third Bitmain Purchase Agreement. ​ On September 28, 2022, the Company entered into two Future Sales and Purchase Agreements with Bitmain for the aggregate purchase of 3,400 S19XP miners and 2,700 S19 Pro miners, with originally scheduled monthly deliveries between October 2022 and January 2023 (the “September 2022 Bitmain Purchase Agreements”) for a total purchase price of $23.7 million. The purchase price will be satisfied through application of the balance of the Nautilus Bitmain Credit. ​ Subsequent to September 30, 2022, the Company cancelled the November 2022 batches of the Second Bitmain Purchase Agreement and the Third Bitmain Purchase Agreement and received a credit for amounts paid. The Company, utilizing certain of the credit amounts, entered into two Future Sales and Purchase Agreements with Bitmain for the aggregate purchase of ​ Other Commitments ​ In February 2022, the Company entered into an agreement with the Power Authority of the State of New York (“NYPA”) for the purchase of up to 90 MW of electric power over a term of ten years . This agreement includes certain Company site investment commitments including employment targets and capital investment targets. The allocation of ​

CONVERTIBLE PREFERRED STOCK

CONVERTIBLE PREFERRED STOCK	9 Months Ended
	Sep. 30, 2022
CONVERTIBLE PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK	NOTE 13 – CONVERTIBLE PREFERRED STOCK In March 2022, TeraWulf entered into Series A Convertible Preferred Stock Subscription Agreements (the “Subscription Agreements”) with certain accredited and institutional investors (collectively, the “Holders”). Pursuant to the Subscription Agreements, the Company sold million. The Subscription Agreements contain customary representations, warranties, covenants and agreements of the Company. T . ​ Holders of the Convertible Preferred Stock will accumulate cumulative dividends at an annual rate of 10.0% on the stated amount per share plus the amount of any accrued and unpaid dividends on such share, accumulating on a daily basis and payable quarterly on March 31 st th th st , respectively, in each year and commencing June 30, 2022. Commencing June 30, 2022, unpaid dividends will be accreted to, and increase, the liquidation preference of the Convertible Preferred Stock. The initial liquidation preference is per share. Holders of the Convertible Preferred Stock will also be entitled to such dividends paid to holders of the Company’s Common Stock, if applicable, as if such holders of the Convertible Preferred Stock had converted their Preferred Shares into Common Stock (without regard to any limitations on conversions) and had held such shares of the Company’s Common Stock on the record date for such dividends and distributions. If applicable, such payments will be made concurrently with the dividend or distribution to the holders of the Company’s Common Stock. Upon liquidation, the Convertible Preferred Stock will rank senior to the Company’s Common Stock, and will have the right to be paid, out of the assets of the Company legally available for distribution to its stockholders, an amount equal to the Liquidation Preference (as defined in the Company’s Series A Convertible Preferred Certificate of Designations) per share of the Convertible Preferred Stock. Holders of Convertible Preferred Stock will not generally have the right to vote at any meeting of stockholders, except for certain protective voting rights, as defined. The Convertible Preferred Stock does not have a maturity date. ​ The Holders of the Convertible Preferred Stock will have a right to effect an optional conversion of all or any whole number of shares of the Convertible Preferred Stock at any time and from time to time. The Company will have a right to effect a mandatory conversion of the Convertible Preferred Stock after the third anniversary of the issuance date if the Last Reported Sale Price (as defined in the Company’s Series A Convertible Preferred Certificate of Designations) per share of Common Stock exceeds consecutive trading days ending on, and including, the trading day immediately before the mandatory conversion notice date for such mandatory conversion. The number of shares of Common Stock issuable upon conversion will be equal to the liquidation preference, including accumulated and unpaid dividends, divided by the Conversion Price, as defined. The Conversion Price is determined by dividing liquidation preference of Convertible Preferred Stock. The Conversion Rate will be adjusted for certain customary events, including (but not limited to) stock dividends, stock splits or combinations, tender offers or exchange offers and, additionally, for Fundamental Changes, as defined, to include (but are not limited to) a change in control of the Company, disposition of substantially all assets of the Company, the Company’s Common Stock holders approve a plan of liquidation or dissolution or the Company’s Common Stock cease to be listed on the Nasdaq Capital Market. A Fundamental Change will adjust the Conversion Rate based on the date of the Fundamental Change and the Stock Price, as defined, on such date. The Conversion rate will not exceed liquidation preference of Convertible Preferred Stock. If any Convertible Preferred Stock is to be converted pursuant to a Holder’s optional conversion, the Company will have the option to settle such conversion in cash, as defined. ​ No dividends were paid during the nine months ended September 30, 2022. Cumulative dividends of $531,000 were accumulated and accreted to liquidation preference as of September 30, 2022. As of September 30, 2022, the aggregate liquidation preference of the Convertible Preferred Stock was approximately $10.1 million. If the entire liquidation preference of the Convertible Preferred Stock was converted at the Conversion Price, the Company would issue approximately 1.0 million shares of Common Stock.

COMMON STOCK

COMMON STOCK	9 Months Ended
	Sep. 30, 2022
COMMON STOCK.
COMMON STOCK	NOTE 14 – COMMON STOCK TeraWulf’s Certificate of Incorporation provides for authorized shares of 225,000,000, divided into (a) 200,000,000 shares of Common Stock, with par value of $0.001 per share and (b) 25,000,000 shares of Preferred Stock, with par value of $0.001 per share. Each holder of a share of Common Stock shall be entitled to one vote of each common share held. Each holder of a share of Preferred Stock shall not be entitled to any voting powers, except as provided in an applicable Certificate of Designations. The board of directors may authorize one or more series of Preferred Stock and may fix the number of shares in such series and the designation, powers, preferences, rights, qualifications, limitations and restrictions in respect of the shares of such series. One series of preferred stock, the Convertible Preferred Stock, was authorized as of September 30, 2022. In February 2022, the Company entered into the At Market Issuance Sales Agreement (the “ATM Sales Agreement”) with B. Riley Securities, Inc. and D.A. Davidson & Co. (collectively, the “Agents”), pursuant to which the Company may offer and sell, from time to time, through or to the Agents, acting as agent or principal, shares of the Company’s Common Stock, par value $0.001 per share, having an aggregate offering price of up to $200.0 million (the “Shares”). Under the Sales Agreement, the Agents are entitled to 3% of gross proceeds from sales of Common Stock under the ATM Sales Agreement. The Company is not obligated to sell any Shares under the ATM Sales Agreement. Subject to the terms and conditions of the ATM Sales Agreement, the Agents will use commercially reasonable efforts, consistent with their normal trading and sales practices, to sell Shares from time to time based upon the Company’s instructions, including any price, time or size limits or other customary parameters or conditions specified by the Company. The issuance and sale of the Shares by the Company under the ATM Sales Agreement are made pursuant to the prospectus and prospectus supplement forming a part of the 2022 Registration Statement, including a final prospectus supplement dated February 11, 2022. In March 2022, the Company concluded a private placement of 271,447 of unregistered Common Stock for proceeds of $2.1 million to an entity controlled by a member of Company management (the “Subscriber”). The Subscriber shall be entitled to customary registration rights as may be reasonably agreed between the Subscriber and the Company. ​ In April 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co., as underwriter (the “Underwriter”), pursuant to which the Company issued and sold to the Underwriter an aggregate of 2,985,966 shares of the Company’s Common Stock, par value $0.001 per share (the “April Shares”), for gross proceeds of approximately $20.6 million, before deducting underwriting discounts and commissions and offering expenses payable by the Company. The issuance and sale of the April Shares by the Company under the Underwriting Agreement are made pursuant to the prospectus and prospectus supplement forming a part of the 2022 Registration Statement, including a final prospectus supplement dated April 11, 2022. ​ In April 2022, the Company concluded a private placement of 634,517 of unregistered Common Stock for proceeds of $5.0 million to an entity controlled by a member of Company management and to certain other significant stockholders. In April 2022, the Company entered into a replacement sales agreement (the “April ATM Sales Agreement”) with Cantor Fitzgerald & Co., B. Riley Securities, Inc. and D.A. Davidson & Co. (together the “April ATM Agents”), pursuant to which the Company may offer and sell, from time to time, through or to the April ATM Agents, shares of the Company’s Common Stock, par value $0.001 per share, having an aggregate offering price of up to $200.0 million. The April ATM Sales Agreement replaced the ATM Sales Agreement. The Company is not obligated to sell any shares under the April ATM Sales Agreement. The Company will pay the April ATM Agents a commission equal to of the gross sales price from each sale of shares. The issuance and sale of the April Shares by the Company under the April ATM Sales Agreement are made pursuant to the prospectus and prospectus supplement forming a part of the 2022 Registration Statement, including a final prospectus supplement dated April 26, 2022. ​ No dividends were

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2022
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION	NOTE 15 – STOCK-BASED COMPENSATION On May 13, 2021, the Company made effective the 2021 Omnibus Incentive Plan (the “Plan”) for purpose of attracting and retaining employees, consultants and directors of the Company and its affiliates by providing each the opportunity to acquire an equity interest in the Company or other incentive compensation in order to align the interests of such individuals with those of the Company’s stockholders. The Plan provides for a maximum number of shares to be issued, limitations of shares to be delivered for incentive stock options and a maximum compensation amount for any non-employee member of the board of directors, among other provisions. The form of grants under the Plan includes stock options, stock appreciation rights, restricted stock and restricted stock units. No grants were made under the Plan as of December 31, 2021. For the three and nine months ended September 30, 2022, stock-based compensation expense was $568,000 and $1.1 million, respectively. The following table summarizes the activities for unvested Company restricted stock units (RSUs) granted to employees and Board of Directors members during the nine months ended September 30, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unvested Restricted Stock Units ​ ​ Number of Shares ​ Weighted-Average Grant-Date Fair Value ​ ​ Unvested as of December 31, 2021 ​ — ​ - Granted ​ ​ 1,931,187 ​ ​ 2.87 ​ ​ Vested ​ ​ — ​ ​ - ​ ​ Forfeited/canceled ​ ​ — ​ ​ - ​ ​ Unvested as of September 30, 2022 ​ ​ 1,931,187 ​ ​ 2.87 ​ ​ ​ As of September 30, 2022, there was $4.5 million of unrecognized compensation cost related to unvested employee and Board of Directors members RSUs. The amount is expected to be recognized over a weighted average period of 1.3 years. During the nine months ended September 30, 2022, one RSU grant, with an initial fair value of $90,000 and unrecognized compensation of $65,000, was made to a consultant and remains outstanding as of September 30, 2022.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 16 – RELATED PARTY TRANSACTIONS On April 27, 2021, the Company entered into an Administrative and Infrastructure Services Agreement (the “Services Agreement”) with Beowulf Electricity & Data Inc. (“Beowulf E&D”), a related party due to control by a member of Company management. Under the Services Agreement, Beowulf E&D will provide, or cause its affiliates to provide, to TeraWulf certain services necessary to build out and operate certain bitcoin mining facilities anticipated to be developed by the Company and support the Company’s ongoing business, including, among others, services related to construction, technical and engineering, operations and maintenance, procurement, information technology, finance and accounting, human resources, legal, risk management and external affairs consultation. The Services Agreement has an initial term of five years and provides for certain fixed, passthrough and incentive payments to Beowulf E&D, including issuing to certain designated employees of Beowulf E&D awards with respect to shares of TeraWulf Common Stock upon the consummation of an initial public offering of TeraWulf or the consummation of a merger following which TeraWulf is listed on a nationally recognized securities exchange and, thereafter, upon achievement of certain milestones regarding bitcoin mining capacity deployed at the bitcoin mining facilities. For the base fee, the Company has agreed to pay Beowulf E&D in monthly installments an annual fee for the first year in the amount of $7.0 million and, thereafter, an annual fee equal to the greater of $10.0 million or $0.0037 per kilowatt hour of electric load utilized by the bitcoin mining facilities. The Services Agreement also provides for reimbursement of cost and expenses incurred in connection with providing the services. For the nine months ended September 30, 2022, the Company paid Beowulf E&D $11.0 million under the Services Agreement. Selling, general and administrative – related party and operating expenses – related party in the consolidated statement of operations includes $8.2 million and $302,000, respectively, for the nine months ended September 30, 2022 related to the base fee and reimbursement of costs and expenses. As of September 30, 2022, $833,000 is included in prepaid expenses and $2.3 million is included in amounts due to related parties in the consolidated balance sheet. During the nine months ended September 30, 2022, million was capitalized to property, plant and equipment, net in the consolidated balance sheet. As of December 31, 2021, The Services Agreement provides for performance related milestones and related incentive compensation. In connection with the listing of its Common Stock on a nationally recognized stock exchange in December 2021, pursuant to the Services Agreement, the Company agreed to issue awards valued at $12.5 million with respect to shares of its Common Stock to certain designated employees of Beowulf E&D in accordance with TeraWulf’s then effective Plan. However, no awards have been issued as of the date these consolidated financial statements were available for issuance. As of September 30, 2022 and December 31, 2021, $12.5 million is included in share-based liabilities due to related party in the consolidated balance sheets. Once the mining facilities have utilized 100MW of cryptocurrency mining load in the aggregate, and for every incremental 100 MW of cryptocurrency mining load deployed by the mining facilities in the aggregate thereafter, TeraWulf agreed to issue additional awards of shares of TeraWulf Common Stock each in the amount of $2.5 million to certain designated employees of Beowulf E&D in accordance with TeraWulf’s then effective Plan.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2022
SUBSEQUENT EVENTS.
SUBSEQUENT EVENTS	NOTE 17 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through November 14, 2022, which is also the date these consolidated financial statements were available to be issued, and has determined that the following subsequent events require disclosure. On October 6, 2022, the Company entered into Unit Subscription Agreements with certain accredited investors in privately negotiated transactions (collectively, the “Purchasers”) as part of a private placement (the “Private Placement”) exempt from registration under the Securities Act of 1933, as amended. Pursuant to the Unit Subscription Agreements, the Company sold exercisable at a price of $1.93 per Common Share based on an offering price equal to the trailing 10-day volume weighted price of $1.26 for each Common Share plus one Warrant million of the aggregate purchase price related to investments by entities controlled by members of Company management. The closing of the Private Placement occurred on October 6, 2022. ​ On October 7, 2022, the Company entered into a third amendment (the “Third Amendment”) to the LGSA. The Third Amendment divides the initial funding of up to million was borrowed upon the effectiveness of the Third Amendment on October 7, 2022. In connection with the Third Amendment described above, the Company entered into an amendment and restatement of the warrant agreement related to the New Term Facility. The amended and restated warrant agreement provides that holders party thereto are entitled to additional warrants to purchase an aggregate number of shares of Common Stock equal to an incremental million each pursuant to the Third Amendment. One investor, NovaWulf Digital Master Fund, L.P., with a principal balance of million borrowing, is a related party due to cumulative voting control by members of Company management and a member of the Company’s board of directors. On October 7, 2022. the Company issued warrants to purchase shares of Common Stock at ​ On October 25, 2022, the Company entered into a letter agreement with Yorkville pursuant to which it agreed to amend and restate the Promissory Note in its entirety. On October 25, 2022, the Company issued an amended and restated convertible promissory note to Yorkville which, among other things, grants Yorkville the right to extend the maturity date of the Promissory Note from November 25 to December 23, 2022 upon advance notice to the Company and changes the conversion price from $3.75 to $1.26 per share of Common Stock. ​ ​ ​

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. In the opinion of the Company, the accompanying unaudited interim consolidated financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair statement of such interim results. The results for the unaudited interim consolidated statements of operations are not necessarily indicative of results to be expected for the year ending December 31, 2022 or for any future interim period. The unaudited interim consolidated financial statements do not include all the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited interim financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The unaudited interim consolidated financial statements include the accounts of the Company as described in Note 1. All significant intercompany accounts and transactions have been eliminated.
Use of Estimates in the Financial Statements	Use of Estimates in the Financial Statements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for (but are not limited to) such items as the fair values of assets acquired and liabilities assumed in business combinations, the fair value of contingent consideration issued in a business combination, the establishment of useful lives for property, plant and equipment and intangible assets, the impairment of goodwill and held for sale assets, the fair value of equity securities or warrants to purchase common stock issued as a component of a debt offering, the fair value of stock-based compensation, the fair value of assets received in non-monetary transactions, the establishment of right-of-use assets and lease liabilities that arise from leasing arrangements, the timing of commencement of capitalization for plant and equipment, recoverability of deferred tax assets and the recording of various accruals. These estimates are made after considering past and current events and assumptions about future events. Actual results could differ from those estimates.
Supplemental Cash Flow Information	Supplemental Cash Flow Information The following table shows supplemental cash flow information (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ Period February 8, 2021 (date of inception) to ​ ​ ​ September 30, ​ ​ September 30, ​ ​ 2022 ​ 2021 ​ Supplemental disclosure of non-cash activities: ​ ​ ​ ​ ​ Right-of-use asset obtained in exchange for lease obligation ​ $ 11,223 ​ $ 1,076 ​ Contribution of deposits on plant and equipment to joint venture ​ $ — ​ $ 11,850 ​ Deferred financing costs in accrued liabilities ​ $ — ​ $ 345 ​ Common stock issuance costs in accounts payable ​ $ 150 ​ $ — ​ Preferred stock issuance costs in other accrued liabilities or accounts payable ​ $ 293 ​ $ 185 ​ Purchases of and deposits on plant and equipment in accounts payable, accrued construction liabilities, other accrued liabilities and long-term debt ​ $ 10,100 ​ $ 1,647 ​ Investment in joint venture in other accrued liabilities and long-term debt ​ $ 2,043 ​ $ — ​ Increase to preferred stock liquidation preference from accumulating dividends ​ $ 531 ​ $ — ​ Convertible promissory note deferred issuance costs in accounts payable ​ $ 104 ​ $ — ​ Common stock issued pursuant to operating lease amendment ​ $ 11,489 ​ $ — ​ Common stock issued for payment on convertible promissory note ​ $ 168 ​ $ — ​ Common stock warrants issued for long-term debt commitment fee ​ $ 2,306 ​ $ — ​ Common stock warrants issued for discount on long-term debt ​ $ 3,458 ​ $ — ​ Decrease to investment in joint venture and increase in plant and equipment for distribution or transfer of nonmonetary assets ​ $ 51,978 ​ $ — ​
Cash and Cash Equivalents	Cash and Cash Equivalents Highly liquid instruments with an original maturity of three months or less are classified as cash equivalents. The Company maintains cash and cash equivalent balances primarily at three financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company’s accounts at these institutions are insured, up to $250,000, by the FDIC. As of September 30, 2022, the Company’s bank balances exceeded the FDIC insurance limit in an amount of $3.9 million. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits. As of September 30, 2022 and December 31, 2021, the Company had cash and cash equivalents of $4.5 million and $43.4 million, respectively.
Restricted Cash	Restricted Cash The Company considers cash and marketable securities to be restricted when withdrawal or general use is legally restricted. The Company reports restricted cash in the consolidated balance sheets and determines current or non-current classification based on the expected duration of the restriction. The restricted cash included in the consolidated balance sheets as of September 30, 2022 is restricted as to use primarily due to being held in escrow in accordance with an asset purchase agreement governing the sale of certain RM 101 assets (see Note 4). The restricted cash included in the consolidated balance sheets as of December 31, 2022 is restricted as to use due to being held as a construction escrow by a third-party escrow agent. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that total to the amounts shown in the consolidated statements of cash flows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2022 December 31, 2021 Cash and cash equivalents $ 4,466 $ 43,448 Restricted cash ​ 7,265 ​ 3,007 Cash and cash equivalents and restricted cash ​ $ 11,731 ​ $ 46,455
Segment Reporting	Segment Reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision–making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision–making group (“CODM”) is composed of the chief executive officer, chief operating officer and chief strategy officer. The Company currently operates in the Digital Currency Mining segment and through its ownership of IKONICS operated, prior to the sale of IKONICS’ net assets held for sale, in the Imaging Technology segment (see Note 4). The Company’s mining operations are located in the United States, and the Company has employees only in the United States and views its mining operations as
Property, Plant and Equipment	Property, Plant and Equipment Property, plant and equipment are recorded at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets (generally 5 years for computer equipment and 4 years for mining equipment). Leasehold improvements and electrical equipment are depreciated over the shorter of their estimated useful lives or the lease term. Property, plant and equipment includes deposits, amounting to approximately $87.3 million and $70.6 as of September 30, 2022 and December 31, 2021, respectively, on purchases of such assets, including miners, which would be included in property, plant and equipment upon receipt. Interest related to construction of assets is capitalized when the financial statement effect of capitalization is material, construction of the asset has begun, and interest is being incurred. Interest capitalization ends at the earlier of the asset being substantially complete and ready for its intended use or when interest costs are no longer being incurred.
Leases	Leases The Company determines if an arrangement is a lease at inception and, if so, classifies the lease as an operating or finance lease. Operating leases are included in right-of-use (“ROU”) asset, current portion of operating lease liabilities, and long-term lease operating liabilities in the consolidated balance sheets. Finance leases are included in property, plant and equipment, current portion of finance lease liabilities, and long-term finance lease liabilities in the consolidated balance sheets. The Company does not recognize a ROU asset or lease liability for short-term leases having initial terms of 12 months or less and instead recognizes rent expense on a straight-line basis over the lease term. In an arrangement that is determined to be a lease, the Company includes both the lease and nonlease components as a single component and accounts for it as a lease when the Company would otherwise recognize the cost associated with both the lease and nonlease components in a similar fashion. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at commencement date, and subsequently remeasured upon changes to the underlying lease arrangement, based on the present value of lease payments over the lease term. If the lease does not provide an implicit rate or if the implicit rate is not determinable, the Company generally uses an estimate of its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the commencement date. The ROU asset also includes any lease prepayments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Costs associated with operating lease ROU assets are recognized on a straight-line basis within operating expenses or selling, general and administrative, as appropriate, over the term of the lease. Finance ROU lease assets are amortized within operating expenses or selling, general and administrative, as appropriate, on a straight-line basis over the shorter of the estimated useful lives of the assets or, in the instance where title does not transfer at the end of the lease term, the lease term. The interest component of a finance lease is included in interest expense and recognized using the effective interest method over the lease term.
Debt Issuance Costs and Debt Discount	Debt Issuance Costs and Debt Discount Debt issuance costs and debt discount are recorded as a direct reduction of the carrying amount of the debt and are amortized to interest expense using the effective interest method over the contractual term of the debt. Debt issuance costs include incremental third-party costs directly related to debt issuance such as attorney and financial advisor fees. Debt discount includes upfront fees and proceeds allocated to other components included in the debt issuance. The allocation of proceeds between the debt instrument and any other components included in the debt issuance, including common stock or warrants to purchase common stock, is generally based on the relative fair value allocation method.
Debt Modification	Debt Issuance Costs and Debt Discount Debt issuance costs and debt discount are recorded as a direct reduction of the carrying amount of the debt and are amortized to interest expense using the effective interest method over the contractual term of the debt. Debt issuance costs include incremental third-party costs directly related to debt issuance such as attorney and financial advisor fees. Debt discount includes upfront fees and proceeds allocated to other components included in the debt issuance. The allocation of proceeds between the debt instrument and any other components included in the debt issuance, including common stock or warrants to purchase common stock, is generally based on the relative fair value allocation method. Debt Modification evaluates amendments to its debt instruments in accordance with applicable U.S. GAAP. This evaluation includes comparing the net present value of future cash flows of the amended debt to that of the original debt to determine if a change greater than percent occurred. In instances where the net present value of future cash flows changed more than percent, the Company applies extinguishment accounting. In instances where the net present value of future cash flows changed less than percent, the Company accounts for the amendment to the debt as a debt modification. Gains and losses on debt amendments that are considered extinguishments are recognized in current earnings. Debt amendments that are considered debt modifications are accounted for prospectively through yield adjustments, based on the revised terms. Legal fees and other costs incurred with third parties that are directly related to debt modifications are expensed as incurred and generally are included in interest expense in the consolidated statements of operations. Amounts paid by the Company to the lenders, including upfront fees and the fair value of warrants issued, are included in future cash flows for accounting treatment determination and, if debt modification is applicable, are also included in the determination of yield adjustment.
Convertible Instruments	Convertible Instruments ​ The Company accounts for its issuance of debt and equity instruments in accordance with applicable U.S. GAAP. In connection with that accounting, the Company assesses the various terms and features of the agreement to determine if any such feature is a derivative in accordance with Financial Accounting Standards Board (“FASB”) ASC No. 815 “ Derivatives and Hedging Activities” (“ASC No. 815”
Nonmonetary Transactions	Nonmonetary Transactions ​ The Company accounts for goods received in nonmonetary transactions at fair value unless the underlying exchange transaction lacks commercial substance or the fair value of the assets received or relinquished is not reasonably determinable, in which case the nonmonetary exchange would be measured based on the recorded amount of the nonmonetary asset relinquished.
Stock Issuance Costs	Stock Issuance Costs Stock issuance costs are recorded as a reduction to issuance proceeds. Stock issuance costs incurred prior to the closing of the related issuances, including under shelf registration statements, are recorded in other assets in the consolidated balance sheets if the closing of the related issuance is deemed probable.
Held for Sale and Discontinued Operations Classification	Held for Sale and Discontinued Operations Classification The Company classifies a business as held for sale in the period in which management commits to a plan to sell the business, the business is available for immediate sale in its present condition, an active program to complete the plan to sell the business is initiated, the sale of the business within one year is probable and the business is being marketed at a reasonable price in relation to its fair value. Newly acquired businesses that meet the held-for-sale classification criteria upon acquisition are reported as discontinued operations. Upon a business’ classification as held for sale, net assets are measured for impairment. An impairment loss is recorded for goodwill when a reporting unit’s goodwill carrying value exceeds its implied fair value. An impairment loss is recorded for long-lived assets held for sale when the carrying amount of the asset exceeds its fair value less cost to sell. Other assets and liabilities are generally measured for impairment by comparing their carrying values to their respective fair values. A long-lived asset shall not be depreciated or amortized while it is classified as held for sale.
Revenue Recognition	Revenue Recognition The Company recognizes revenue under the FASB ASC 606 “ Revenue from Contracts with Customers ● 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 has entered into an arrangement with a cryptocurrency mining pool to provide computing power to the mining pool. The arrangement is 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. 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 compensation, calculated on a daily basis, at an amount that approximates the total bitcoin that could have been mined 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. Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of contract inception. There is no significant financing component in these transactions. There may be, however, consideration payable to the customer in the form of a pool operator fee; 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 is 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 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. The Company provides miner hosting services to customers. Hosting revenue is recognized in accordance with ASC 606 over the period of service and customers are invoiced monthly. The Company recorded miner hosting revenue of approximately
Cryptocurrencies	Cryptocurrencies Cryptocurrencies, including bitcoin, are included in current assets in the consolidated balance sheets. Cryptocurrencies purchased will be recorded at cost and cryptocurrencies awarded to the Company through 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 on a daily basis. 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, if any, 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 within operating activities in the consolidated statements of cash flows. The sales of cryptocurrencies will be included within investing activities in the consolidated statements of cash flows and any realized gains or losses from such sales will be included in realized gain on sale of digital currency 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ Period February 8, 2021 (date of inception) to ​ ​ ​ September 30, ​ ​ September 30, ​ ​ 2022 ​ 2021 Beginning balance ​ $ — ​ $ — Revenue recognized ​ 3,631 ​ — Proceeds from sale ​ ​ (2,946) ​ ​ — Realized gain on sale ​ ​ 127 ​ ​ — Impairment ​ (682) ​ — Receivable from mining pool ​ ​ (70) ​ ​ — Ending balance ​ $ 60 ​ $ — ​
Stock-based Compensation	Stock-based Compensation The Company periodically issues restricted stock units to employees and non-employees in non-capital raising transactions for services. In accordance with the authoritative guidance for share-based payments FASB ASC 718 “ Compensation – Stock Compensation settlement of awards as discrete items within income tax benefit or provision within net income (loss) and the related cash flows are classified within operating activities.
Power Curtailment Credits	Power Curtailment Credits Payments received for participation in demand response programs are recorded as a reduction in cost of revenue in the consolidated statements of operations. The Company recorded power curtailment credits of approximately
Loss per Share	Loss per Share The Company computes earnings (loss) per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic loss per share of common stock is computed by dividing the Company’s net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share reflects the effect on weighted average shares outstanding of the number of additional shares outstanding if potentially dilutive instruments, if any, were converted into common stock using the treasury stock method or as-converted method, as appropriate. The computation of diluted loss per share does not include dilutive instruments in the weighted average shares outstanding, as they would be anti-dilutive. The Company’s dilutive instruments or participating securities as of September 30, 2022 include convertible preferred stock, a convertible promissory note, common stock warrants and restricted stock units issued for services. The Company had
Concentrations	Concentrations The Company or its joint venture have contracted with two suppliers for the provision of bitcoin miners. One supplier, Minerva Semiconductor Corp., for the joint venture continues to deliver miners, but is well behind on its miner delivery schedule due to COVID-19 lockdowns, power shortages and other operational issues at its factory. Although the supplier has committed to fulfilling its performance obligations with increased future production levels, shipments of miners have continued to be delayed. The Company has currently contracted with one mining pool operator and one cryptocurrency custodian. The Company does not believe that these counterparties represent a significant performance risk. The Company operates bitcoin mining facilities. While the Company may choose to mine other cryptocurrencies in the future, it has no plans to do so currently. If the market value of bitcoin declines significantly, the consolidated financial condition and results of operations of the Company may be adversely affected.
Recent Accounting Standards	Recent Accounting Standards In June 2022, the FASB issued Accounting Standards Update 2022-03, “ Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2022
SIGNIFICANT ACCOUNTING POLICIES
Supplemental disclosure of cash flow information	The following table shows supplemental cash flow information (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ Period February 8, 2021 (date of inception) to ​ ​ ​ September 30, ​ ​ September 30, ​ ​ 2022 ​ 2021 ​ Supplemental disclosure of non-cash activities: ​ ​ ​ ​ ​ Right-of-use asset obtained in exchange for lease obligation ​ $ 11,223 ​ $ 1,076 ​ Contribution of deposits on plant and equipment to joint venture ​ $ — ​ $ 11,850 ​ Deferred financing costs in accrued liabilities ​ $ — ​ $ 345 ​ Common stock issuance costs in accounts payable ​ $ 150 ​ $ — ​ Preferred stock issuance costs in other accrued liabilities or accounts payable ​ $ 293 ​ $ 185 ​ Purchases of and deposits on plant and equipment in accounts payable, accrued construction liabilities, other accrued liabilities and long-term debt ​ $ 10,100 ​ $ 1,647 ​ Investment in joint venture in other accrued liabilities and long-term debt ​ $ 2,043 ​ $ — ​ Increase to preferred stock liquidation preference from accumulating dividends ​ $ 531 ​ $ — ​ Convertible promissory note deferred issuance costs in accounts payable ​ $ 104 ​ $ — ​ Common stock issued pursuant to operating lease amendment ​ $ 11,489 ​ $ — ​ Common stock issued for payment on convertible promissory note ​ $ 168 ​ $ — ​ Common stock warrants issued for long-term debt commitment fee ​ $ 2,306 ​ $ — ​ Common stock warrants issued for discount on long-term debt ​ $ 3,458 ​ $ — ​ Decrease to investment in joint venture and increase in plant and equipment for distribution or transfer of nonmonetary assets ​ $ 51,978 ​ $ — ​
Schedule of cash, cash equivalents and restricted cash	The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that total to the amounts shown in the consolidated statements of cash flows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2022 December 31, 2021 Cash and cash equivalents $ 4,466 $ 43,448 Restricted cash ​ 7,265 ​ 3,007 Cash and cash equivalents and restricted cash ​ $ 11,731 ​ $ 46,455
Schedule of digital currency activity	The following table presents digital currency activity (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ Period February 8, 2021 (date of inception) to ​ ​ ​ September 30, ​ ​ September 30, ​ ​ 2022 ​ 2021 Beginning balance ​ $ — ​ $ — Revenue recognized ​ 3,631 ​ — Proceeds from sale ​ ​ (2,946) ​ ​ — Realized gain on sale ​ ​ 127 ​ ​ — Impairment ​ (682) ​ — Receivable from mining pool ​ ​ (70) ​ ​ — Ending balance ​ $ 60 ​ $ —

BUSINESS COMBINATION (Tables)

BUSINESS COMBINATION (Tables)	9 Months Ended
	Sep. 30, 2022
BUSINESS COMBINATION
Summary of the fair value of the aggregate consideration paid	The following table summarizes the fair value, as of the date of the Closing of the transaction, of the aggregate consideration paid for IKONICS (in thousands): ​ ​ ​ ​ ​ Cash consideration $ 13,712 Equity instruments: 1,999,525 shares of TeraWulf Inc. ​ 40,590 Contingent consideration: Contingent Value Rights ​ 12,000 ​ ​ $ 66,302

ASSETS HELD FOR SALE AND DISC_2

ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Tables)	9 Months Ended
	Sep. 30, 2022
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
Schedule of assets, liabilities, intangible assets and loss from discontinued operations	The assets and liabilities of IKONICS are presented separately in current assets held for sale and current liabilities held for sale, respectively, in the consolidated balance sheets and includes the following (in thousands): ​ ​ ​ ​ ​ ​ ​ September 30, 2022 December 31, 2021 Trade receivables $ — $ 1,327 Inventories — ​ 3,737 Prepaid expenses and other current assets — ​ 944 Property, plant and equipment — ​ 10,036 Intangible assets — ​ 3,304 Current assets held for sale $ — ​ $ 19,348 ​ ​ ​ ​ ​ ​ Accounts payable $ — ​ $ 1,207 Accrued compensation — ​ 439 Other accrued liabilities — ​ 109 Current liabilities held for sale $ — ​ $ 1,755 ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ September 30, ​ September 30, ​ 2022 2022 Net sales $ 2,203 ​ $ 11,028 Cost of goods sold 1,945 ​ 8,265 Gross profit 258 ​ 2,763 Selling, general and administrative expenses 760 ​ 3,375 Research and development expenses 148 ​ 437 Impairment on remeasurement or classification as held for sale — ​ 4,541 Loss on sale of net assets held for sale ​ 239 ​ ​ 239 Loss from discontinued operations before other income ​ (889) ​ (5,829) Interest expense ​ (12) ​ ​ (12) Other income ​ — ​ ​ 6 Loss from discontinued operations before income tax (901) ​ ​ (5,835) Income tax expense — ​ (8) Loss from discontinued operations, net of tax $ (901) ​ $ (5,843)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2022
FAIR VALUE MEASUREMENTS
Schedule of fair value instruments measured at fair value on non-recurring basis	The following table illustrates the financial instruments measured at fair value on a non-recurring basis segregated by hierarchy fair value levels as of September 30, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ Significant ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices ​ Other ​ Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in Active ​ Observable ​ Unobservable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Markets ​ Inputs ​ Inputs ​ Remeasurement ​ ​ ​ ​ Carrying Value (Level 1) (Level 2) (Level 3) Gain (2) Impairment Contingent consideration liability - Contingent Value Rights (1) ​ $ 10,594 ​ $ — ​ $ 10,594 ​ $ — ​ $ 1,406 ​ $ — ​ ​ $ 10,594 ​ $ — ​ $ 10,594 ​ $ — ​ $ 1,406 ​ $ — ​ (1) During the nine months ended September 30, 2022, the Company changed the valuation approach from the use of other unobservable inputs to other observable inputs based on information obtained through the active marketing and sale of the underlying assets. (2) The remeasurement gain is $0 and $1.4 million for the three and nine months ended September 30, 2022, respectively. The following table illustrates the financial instruments measured at fair value on a non-recurring basis segregated by hierarchy fair value levels as of December 31, 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ Significant ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices ​ Other ​ Other ​ ​ ​ ​ ​ ​ ​ ​ in Active ​ Observable ​ Unobservable ​ ​ ​ ​ ​ ​ ​ ​ Markets ​ Inputs ​ Inputs ​ ​ ​ ​ Carrying Value (Level 1) (Level 2) (Level 3) Impairment Contingent consideration liability - Contingent Value Rights (1) ​ $ 12,000 ​ $ — ​ $ — ​ $ 12,000 ​ $ — ​ ​ $ 12,000 ​ $ — ​ $ — ​ $ 12,000 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 48,338 Long-lived assets held for sale - intangible assets (2) ​ ​ 3,304 ​ ​ — ​ ​ — ​ ​ 3,304 ​ ​ 136 ​ ​ $ 3,304 ​ $ — ​ $ — ​ $ 3,304 ​ $ 48,474 ​ (1) At December 31, 2021, the significant unobservable inputs used to estimate fair value include (1) a business enterprise value of $15.9 million, (2) an implied probability of sale of 90% and (3) estimated transaction and other deductible costs of $1.6 million. The significant unobservable inputs used in applying the income approach include a discount rate of 11.5% and a long-term growth rate of 2.5% . (2) At December 31, 2021, the significant unobservable inputs used to estimate fair value include an attrition rate of 4% to 10% (with a weighted average of 8% ) and a discount rate of 27% for customer relationships, twelve months’ time to recreate for developed technology and a royalty rate of 0.5% and a discount rate of 27% for trade names.

PROPERTY, PLANT AND EQUIPMENT (

PROPERTY, PLANT AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2022
PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment	Property, plant and equipment, net consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2022 December 31, 2021 Miners ​ $ 50,488 ​ $ — Construction in process ​ ​ 39,706 ​ ​ 20,867 Leasehold improvements ​ ​ 20,700 ​ ​ — Equipment ​ 5,628 ​ 19 Deposits on miners ​ 87,327 ​ 70,560 ​ ​ 203,849 ​ 91,446 Less: accumulated depreciation ​ (1,719) ​ — ​ ​ $ 202,130 ​ $ 91,446

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 30, 2022
LEASES
Maturity analysis of annual undiscounted cash flows, operating lease liabilities	The following is a maturity analysis of the annual undiscounted cash flows of the estimated operating lease liabilities as of September 30, 2022 (in thousands): ​ ​ ​ ​ ​ Year ending December 31: ​ 2022 ​ $ 41 2023 ​ 163 2024 ​ 163 2025 ​ 163 2026 ​ 163 Thereafter ​ 1,207 ​ ​ $ 1,900 ​
Schedule of reconciliation of the undiscounted cash flows	A reconciliation of the undiscounted cash flows to the operating lease liabilities recognized in the consolidated balance sheet as of September 30, 2022 follows (in thousands): ​ ​ ​ ​ ​ Undiscounted cash flows of the operating lease $ 1,900 Unamortized discount ​ 901 Total operating lease liability ​ 999 Current portion of operating lease liability ​ 41 Operating lease liability, net of current portion ​ $ 958

DEBT (Tables)

DEBT (Tables)	12 Months Ended
	Dec. 31, 2021
DEBT
Schedule of long-term debt	Long-term debt consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2022 December 31, 2021 Term loan ​ $ 138,500 $ 123,500 Debt issuance costs and debt discount ​ (22,369) ​ (28,873) ​ ​ 116,131 ​ 94,627 Less long-term debt due within one year ​ 34,625 ​ — Total long-term debt, net of portion due within one year ​ $ 81,506 ​ $ 94,627
Schedule principal maturities of outstanding long-term debt	Principal maturities of outstanding long-term debt as of September 30, 2022 are as follows (in thousands): ​ ​ ​ ​ ​ Year ending December 31: ​ 2022 ​ $ — 2023 ​ 51,938 2024 ​ 86,562 Total principal maturities ​ $ 138,500

JOINT VENTURE (Tables)

JOINT VENTURE (Tables)	9 Months Ended
	Sep. 30, 2022
JOINT VENTURE
Schedule of reconciliation of direct payments made on behalf of joint venture in the consolidated statement of cash flows	A reconciliation of amounts included within this footnote to captions in the consolidated statement of cash flows for the nine months ended September 30, 2022 follows (in thousands): ​ ​ ​ ​ ​ Payment of TeraWulf 50% share of Bitmain deposits ​ $ (11,402) Investments in joint venture related to direct payments made on behalf of joint venture ​ ​ (11,402) Direct investments in joint venture ​ ​ (26,395) Investments in joint venture, including direct payments made on behalf of joint venture ​ $ (37,797) ​ ​ ​ ​ Payment of Talen 50% share of Bitmain deposits ​ $ (11,402) Other reimbursable payments ​ ​ (339) Reimbursable payments for deposits on plant and equipment made on behalf of joint venture or a joint venture partner ​ $ (11,741) ​ ​ ​ ​ Talen reimbursement of 50% share of Bitmain deposits ​ $ 11,402 Other reimbursable payments ​ ​ 314 Reimbursement of payments for deposits on plant and equipment made on behalf of joint venture or a joint venture partner ​ $ 11,716
Summary of interest in Nautilus and maximum exposure to loss as a result of its involvement with the VIE	Nautilus is a VIE accounted for using the equity method of accounting. The table below summarizes the Company’s interest in Nautilus and the Company’s maximum exposure to loss as a result of its involvement with the VIE as of September 30, 2022 (in thousands, except for percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commitment to ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Company’s ​ Future ​ Company’s ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ Variable ​ Additional ​ Maximum ​ ​ % ​ Initial ​ Additional ​ Inception ​ Interest in ​ Contributions ​ Exposure to Loss Entity ​ Ownership ​ Investment ​ Investment, Net ​ to Date ​ Entity ​ (1) ​ in Entity (2) Nautilus 29.2 % $ 18,000 ​ $ 74,876 ​ $ 16,149 ​ $ 76,727 ​ $ 12,100 ​ $ 88,827 ​ (1) The Members may seek alternate financing for the Pennsylvania bitcoin mining facility, which could reduce the amount of investments each Member would be required to provide. The Members may mutually agree on changes to the Pennsylvania bitcoin mining facility, which could increase or decrease the amount of contributions each Member is required to provide. (2) The maximum exposure at September 30, 2022 is determined by adding the Company’s variable interest in the entity and any explicit or implicit arrangements that could require the Company to provide additional financial support. The amount represents the contractually required capital contributions of the Company which are required for the initial phase of the Pennsylvania bitcoin mining facility buildout.
Condensed results of operations for the nine months ended December 31,2021 and the condensed financial position as of December 31, 2021, of Nautilus	The condensed results of operations for the three and six months ended September 30, 2022 and the condensed financial position as of September 30, 2022 and December 31, 2021, of Nautilus are summarized below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Nine Months Ended ​ ​ September 30, 2022 (1) ​ September 30, 2022 (1) ​ ​ Condensed statement of operations information: ​ ​ Revenue ​ $ — ​ $ — ​ ​ Operating expense ​ 2,909 ​ 6,654 ​ ​ Net loss ​ $ (2,909) ​ $ (6,654) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2022 (1) December 31, 2021 Condensed balance sheet information: ​ ​ Current assets ​ $ 19,222 ​ $ 4,960 Noncurrent assets ​ 92,442 ​ 214,803 Total assets ​ $ 111,664 ​ $ 219,763 ​ ​ ​ ​ ​ ​ ​ Current liabilities ​ $ 24,299 ​ $ 11,317 Equity ​ 87,365 ​ 208,446 Total liabilities and equity ​ $ 111,664 ​ $ 219,763 ​ ​ (1) The condensed statement of operations information for the three and nine months ended September 30, 2022 and the condensed balance sheet information as of September 30, 2022 reflect the impact of the Talen-estimated fair value measurements of Nautilus which, resulting from the application of ASC 805 “ Business Combinations, ” have been pushed down to the books and records of Nautilus by Talen, as discussed above. The Company’s bases in the assets and liabilities of Nautilus continue to be recorded at historical value on the accompanying consolidated balance sheets.

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2022
STOCK-BASED COMPENSATION
Schedule of Nonvested Restricted Stock Units Activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unvested Restricted Stock Units ​ ​ Number of Shares ​ Weighted-Average Grant-Date Fair Value ​ ​ Unvested as of December 31, 2021 ​ — ​ - Granted ​ ​ 1,931,187 ​ ​ 2.87 ​ ​ Vested ​ ​ — ​ ​ - ​ ​ Forfeited/canceled ​ ​ — ​ ​ - ​ ​ Unvested as of September 30, 2022 ​ ​ 1,931,187 ​ ​ 2.87 ​ ​

ORGANIZATION - (Details)

ORGANIZATION - (Details) $ in Thousands		1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Oct. 01, 2022 USD ($)	May 31, 2021 subsidiary	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) item	Dec. 31, 2021 USD ($)	Feb. 07, 2021 USD ($)
ORGANIZATION
Number of revenue sources | item						2
Number of subsidiaries to facilitate ownership of bitcoin mining facilities | subsidiary		3
Net loss attributable to common stockholders			$ (34,235)	$ (6,222)	$ (12,305)	$ (66,371)
Impairment charge						4,400
Negative cash flows from operations					(9,310)	(33,007)
Cash and cash equivalents			4,466			4,466	$ 43,448
Cash and cash equivalents and restricted cash			11,731	$ 594	594	11,731	46,455	$ 0
Working Capital deficiency			89,500			89,500
Total stockholders' equity			121,900			121,900
Accumulated deficit			$ (162,054)			(162,054)	$ (95,683)
Net invested in Joint Venture						38,000
Aggregate offering price for sale of shares of common stock under ATM Offering						200,000
Net proceeds from issued of common stocking including ATM Offering					30,000	36,828
Net proceeds from issuance of preferred stock					$ 50,000	9,566
Proceeds from convertible promissory note						14,700
Subsequent Events
ORGANIZATION
Gross proceeds from issued of common stock including ATM Offering	$ 9,400
Drew down from the commitment	$ 7,500
Bitcoin miner manufacturers to acquire
ORGANIZATION
Deposits made on miners						$ 50,500

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	1 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022
Supplemental disclosure of non-cash activities:
Right-of-use asset obtained in exchange for lease obligation		$ 1,076	$ 11,223
Contribution of deposits on plant and equipment to joint venture		11,850
Deferred financing costs in accrued liabilities		345
Common stock issuance costs in accounts payable			150
Preferred stock issuance costs in other accrued liabilities or accounts payable		185	293
Purchases of and deposits on plant and equipment in accounts payable, accrued construction liabilities, other accrued liabilities and long-term debt		$ 1,647	10,100
Investment in joint venture in other accrued liabilities and long-term debt			2,043
Increase to preferred stock liquidation preference from accumulating dividends			531
Convertible promissory note deferred issuance costs in accounts payable			104
Common stock issued pursuant to operating lease amendment	$ 11,500		11,489
Common stock issued for payment on convertible promissory note			168
Common stock warrants issued for long-term debt commitment fee			2,306
Common stock warrants issued for discount on long-term debt			3,458
Decrease to investment in joint venture and increase in plant and equipment for distribution or transfer of nonmonetary assets			$ 51,978

SIGNIFICANT ACCOUNTING POLICI_5

SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
SIGNIFICANT ACCOUNTING POLICIES
FDIC cash insured amount	$ 250,000
Cash exceeding FDIC limit	3,900,000
Cash and cash equivalents	$ 4,466,000	$ 43,448,000

SIGNIFICANT ACCOUNTING POLICI_6

SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Feb. 07, 2021
SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents	$ 4,466	$ 43,448
Restricted cash	7,265	3,007
Cash and cash equivalents and restricted cash	$ 11,731	$ 46,455	$ 594	$ 0

SIGNIFICANT ACCOUNTING POLICI_7

SIGNIFICANT ACCOUNTING POLICIES - Segment (Details)	9 Months Ended
	Sep. 30, 2022 segment
ORGANIZATION
Number of operating segment	1

SIGNIFICANT ACCOUNTING POLICI_8

SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment (Details) - USD ($) $ in Millions	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Deposits on miners	$ 87.3	$ 70.6
Computer Equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Digital Currency Mining Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	4 years

SIGNIFICANT ACCOUNTING POLICI_9

SIGNIFICANT ACCOUNTING POLICIES - Debt Modification (Details)	9 Months Ended
	Sep. 30, 2022
SIGNIFICANT ACCOUNTING POLICIES
Percentage of changes In debt value and net presents value of future cash flows	10%

SIGNIFICANT ACCOUNTING POLIC_10

SIGNIFICANT ACCOUNTING POLICIES - Digital currency activity (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Indefinite-lived Intangible Assets [Roll Forward]
Revenue recognized	$ 3,864	$ 5,466
Realized gain on sale	127	127
Impairment	(119)	(682)
Ending balance	60	60
Miner hosting revenue	1,400	1,800
Cryptocurrency [Member]
Indefinite-lived Intangible Assets [Roll Forward]
Revenue recognized		3,631
Proceeds from sale		(2,946)
Realized gain on sale		127
Impairment		(682)
Receivable from mining pool		(70)
Ending balance	$ 60	$ 60

SIGNIFICANT ACCOUNTING POLIC_11

SIGNIFICANT ACCOUNTING POLICIES - Power Curtailment Credits (Details) $ in Millions	9 Months Ended
	Sep. 30, 2022 USD ($)
SIGNIFICANT ACCOUNTING POLICIES
Power curtailment credits	$ 0.1

SIGNIFICANT ACCOUNTING POLIC_12

SIGNIFICANT ACCOUNTING POLICIES - Loss per Share (Details) - USD ($)	1 Months Ended		9 Months Ended
	Mar. 31, 2021	Feb. 28, 2021	Dec. 31, 2021
SIGNIFICANT ACCOUNTING POLICIES
Dilutive instruments or participating securities	$ 0	$ 0	$ 0

BUSINESS COMBINATION (Details)

BUSINESS COMBINATION (Details) - USD ($)		1 Months Ended	3 Months Ended	9 Months Ended
	Jun. 25, 2021	Aug. 31, 2022	Sep. 30, 2022	Sep. 30, 2022	Aug. 05, 2022	Jul. 31, 2022	Apr. 15, 2022
BUSINESS COMBINATION
Loss from discontinued operations, net of tax			$ 901,000	$ 4,437,000
IKONICS | Discontinued Operations, Held-for-sale [Member]
BUSINESS COMBINATION
Proceeds from sale of property plant and equipment		$ 6,200,000
Sale amount of property under Definitive Agreement						$ 6,700,000	$ 7,000,000
Limitation amount of certain indemnifications under Definitive Agreement							$ 850,000
Gain on re-measurement included in loss from discontinued operations				1,400,000
Loss from discontinued operations, net of tax				(5,800,000)
IKONICS Corporation
BUSINESS COMBINATION
TeraWulf common stock for each IKONICs common stock	1
Contingent Value Rights Agreement for each IKONICs common stock	1
Amount for each IKONICs common stock	$ 5
Percentage of net proceeds holders of CVR are entitled to	95%
Percentage of reserve of the gross proceeds of per-merger business of IKONICS	10%
Period to receive dispositions, if any, of any part of the pre-merger business of IKCONICS	18 months
Proceeds from sale of property plant and equipment		$ 7,300,000
Sale amount of property under Definitive Agreement					$ 6,500,000
Limitation amount of certain indemnifications under Definitive Agreement					$ 650,000
Fair value of amount recognized for the CVR contingent consideration			$ 10,600,000	$ 10,600,000

BUSINESS COMBINATION - Consider

BUSINESS COMBINATION - Consideration Transferred (Details) - IKONICS Corporation $ in Thousands	Jun. 25, 2021 USD ($) shares
BUSINESS COMBINATION
Cash consideration	$ 13,712
Equity instruments: 1,999,525 shares of TeraWulf Inc.	40,590
Contingent consideration: Contingent Value Rights	12,000
Fair value of the aggregate consideration	$ 66,302
Common stock issued for business acquisition | shares	1,999,525

ASSETS HELD FOR SALE AND DISC_3

ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
Current assets held for sale		$ 19,348
Current liabilities held for sale		1,755
IKONICS
Other information
Percent of net proceeds of disposal that is accrued to historic stockholders if disposition is consummated within eighteen months (as a percent)	95%
IKONICS | Discontinued Operations, Held-for-sale [Member]
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
Trade receivables		1,327
inventories		3,737
Prepaid expenses and other current assets		944
Property, plant and equipment, net		10,036
Intangible assets, net		3,304
Current assets held for sale		19,348
Accounts payable		1,207
Accrued compensation		439
Other accrued liabilities		109
Current liabilities held for sale		$ 1,755
Impairment of assets of IKONIC's long lived assets	$ 4,500

ASSETS HELD FOR SALE AND DISC_4

ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS - loss from discontinued operations (Details) - USD ($) $ in Thousands	3 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
Interest expense	$ (7,230)		$ (16,691)
Cash flow impact of discontinued operations:
Cash flows used in operating activities from discontinued operations			1,303
Ikonics Inc [Member] | Discontinued Operations, Held-for-sale [Member]
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
Net sales	2,203		11,028
Cost of goods sold	1,945		8,265
Gross profit	258		2,763
Selling, general and administrative expenses	760		3,375
Research and development expenses	148		437
Impairment on re-measurement or classification as held for sale			4,541
Loss on sale of net assets held for sale	239		239
Loss from discontinued operations before other income	(889)		(5,829)
Interest expense	(12)		(12)
Other income			6
Loss from operations before income tax	(901)		(5,835)
Income tax (expense) benefit			(8)
Net loss from discontinued operations	$ (901)		(5,843)
Cash flow impact of discontinued operations:
Cash flows used in operating activities from discontinued operations		$ 0	$ 1,300

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Re-measurement Gain		$ 1,406
Impairment			$ 48,474
Total fair value liabilities			12,000
Total fair value assets	$ 10,594	10,594	$ 3,304
Long-term debt fair value	122,900	$ 122,900
Weighted Average Attrition Rate Percent			8%
DLOM (as a percent)		20%
Goodwill [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment			$ 48,338
Contingent Value Rights [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Re-measurement Gain	0	$ 1,406
Total fair value assets	10,594	10,594	12,000
Business enterprise value			$ 15,900
Probability of sale (%)			90%
Estimated transaction and other deductible costs			$ 1,600
Contingent Value Rights [Member] | Measurement Input, Discount Rate [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input rate			11.50%
Contingent Value Rights [Member] | Measurement Input, Long Term Growth Rate [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input rate			2.50%
Long Lived Assets Held For Sale [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment			$ 136
Total fair value assets			$ 3,304
Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Weighted Average Attrition Rate Percent			4%
Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Weighted Average Attrition Rate Percent			10%
Customer Relationships
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Percentage Of Fair Value Discount Rate			27%
In Process Research and Development
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Percentage Of Fair Value Discount Rate			0.50%
Trade Names
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Percentage Of Fair Value Discount Rate			27%
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total fair value assets	10,594	10,594
Fair Value, Inputs, Level 2 [Member] | Contingent Value Rights [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total fair value assets	$ 10,594	$ 10,594
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total fair value liabilities			$ 12,000
Total fair value assets			3,304
Level 3 | Contingent Value Rights [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total fair value assets			12,000
Level 3 | Long Lived Assets Held For Sale [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total fair value assets			$ 3,304

PROPERTY, PLANT AND EQUIPMENT -

PROPERTY, PLANT AND EQUIPMENT - PPE Schedule (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 203,849	$ 91,446
Less: accumulated depreciation	(1,719)
Property, Plant and Equipment, Net	202,130	91,446
Miners
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	50,488
Construction in process
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	39,706	20,867
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	20,700
Deposits on miners
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	87,327	70,560
Equipment
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 5,628	$ 19

PROPERTY, PLANT AND EQUIPMENT_2

PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($)	8 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
PROPERTY, PLANT AND EQUIPMENT
Capitalized interest costs	$ 0	$ 4,300,000
Depreciation expense	$ 0	1,700,000
Mining facilities in service		$ 46,900,000

LEASES - Narrative (Details)

LEASES - Narrative (Details) - USD ($)	1 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2022	May 31, 2021	Sep. 30, 2021	Sep. 30, 2022	Jul. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Initial term of lease		5 years			8 years
Renewal term of lease		5 years
Option to extend lease		true
Operating lease expense			$ 58,000,000
Lease payments				$ 150,000
Remaining lease term	11 years 7 months 6 days			11 years 7 months 6 days
Lease liability	8,510,638
Weighted average discount rate	12.60%			12.60%
Operating lease liability	$ 999,000			$ 999,000
Right-of-use asset	12,194,000			12,194,000	$ 11,200,000	$ 1,024,000
Shares issued towards lease liability	11,500,000			11,489,000
Digital Currency Mining Equipment [Member]
Property, Plant and Equipment [Line Items]
Operating lease expense				1,300,000
Planned Bitcoin Mining Facility, New York [Member]
Property, Plant and Equipment [Line Items]
Operating lease expense				500,000
Contingent lease expense				154,000
Ground Lease
Property, Plant and Equipment [Line Items]
Operating lease liability	$ 12,000,000			12,000,000	$ 11,200,000
Operating Equipment Lease [Member]
Property, Plant and Equipment [Line Items]
Operating lease expense				$ 270,000

LEASES - Maturity analysis of t

LEASES - Maturity analysis of the annual undiscounted cash flows (Details) $ in Thousands	Sep. 30, 2022 USD ($)
LEASES
2022	$ 41
2023	163
2024	163
2025	163
2026	163
Thereafter	1,207
Operating lease liabilities, to be paid	$ 1,900

LEASES - Reconciliation of the

LEASES - Reconciliation of the undiscounted cash flows (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
LEASES
Undiscounted cash flows of the operating lease	$ 1,900
Unamortized discount	901
Total operating lease liability	999
Current portion of operating lease liability	41	$ 88
Operating lease liability, net of current portion	$ 958	$ 992

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	1 Months Ended		3 Months Ended	6 Months Ended	9 Months Ended
	Mar. 31, 2021	Feb. 28, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Reconciliation between income tax benefit and the expected tax benefit at the statutory rate
Federal statutory rate					21%
Income tax benefit			$ 256,000		$ 256,000
Effective tax rate	0.54%	0.54%		0.54%	0.54%
Unrecognized tax benefits			0		$ 0	$ 0
Accrued interest and penalties	$ 0	$ 0	$ 0	$ 0	$ 0

DEBT - Promissory Notes (Detail

DEBT - Promissory Notes (Details) $ in Millions	2 Months Ended
	Nov. 19, 2021 USD ($) item
RELATED PARTY TRANSACTIONS
Number stockholders that granted loans | item	3
Transaction amount	$ 25
Interest rate	8%
Majority Shareholder [Member]
RELATED PARTY TRANSACTIONS
Minimum equity offering to trigger full payment	$ 50

DEBT - Long-Term Debt Table (De

DEBT - Long-Term Debt Table (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
DEBT
Term loan	$ 138,500	$ 123,500
Debt issuance costs and debt discount	(22,369)	(28,873)
Term loan, net	116,131	94,627
Less long-term debt due within one year.	34,625
Total long-term debt, net of portion due within one year	$ 81,506	$ 94,627

DEBT - LGSA (Details)

DEBT - LGSA (Details)		1 Months Ended	8 Months Ended	9 Months Ended
	Dec. 01, 2021 USD ($) shares	Jul. 31, 2022 USD ($) tranche $ / shares shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Mar. 31, 2022	Dec. 31, 2021 USD ($)	May 31, 2021
DEBT
Debt issuance costs and debt discount, unamortized				$ 22,369,000		$ 28,873,000
Amortization of debt issuance costs, commitment fees and accretion of debt discount				7,468,000
Fair value of term loan				122,900,000
Initial term of lease		8 years					5 years
Capitalized interest costs			$ 0	4,300,000
Nautilus Joint Venture
DEBT
Issuance of stock, net of issuance costs (in shares) | shares	839,398
Percentage to outstanding shares	1.50%
One Term Loan investor, NovaWulf Digital Master Fund, L.P.
DEBT
Loan amount		$ 13,000,000
Upfront fee	$ 15,000,000
One Term Loan investor, NovaWulf Digital Master Fund, L.P. | Nautilus Joint Venture
DEBT
Issuance costs	4,000,000
Upfront fee considered as debt discount	29,800,000
Allocated fair value of equity included in the issuance of loan	$ 25,700,000
Amortization period of debt costs and discount over term of debt	3 years
Term Loan
DEBT
Loan amount	$ 123,500,000
Allocated fair value of equity included in the issuance of loan				4,100,000
Fair value of term loan				1,100,000
Amount of fair value included in debt discount				$ 4,100,000
Effective interest rate of debt				12.90%
Term Loan | Nautilus Joint Venture
DEBT
Upfront fee	1,200,000
Term Loan | One Term Loan investor, NovaWulf Digital Master Fund, L.P. | Nautilus Joint Venture
DEBT
Quarterly periodic payment as a % of the original amount	$ 12.5
Interest rate	11.50%
Upfront fee percentage	1%
Upfront fee	$ 1,200,000
Interest rate in case default					13.50%
Prepayment incremental amount	$ 5,000,000
Prepayment fees after 1st anniversary	3%
Prepayment fees after 2nd anniversary	2%
New Term Facility
DEBT
Upfront fee		125,000
Issuance costs		$ 1,500,000
Amortization period of debt costs and discount over term of debt		121 days
Percentage of cash interest		8.50%
Percentage of prepayment penalty		3%
Additional term loan facility		$ 50,000,000
Funds drawn at closing		$ 15,000,000
Initial term of lease		8 years					5 years
Exercise price of warrants (in dollars per share) | $ / shares		$ 0.01
Warrants issued to lenders | shares		5,787,732
Number of tranches | tranche		3
Percentage of outstanding common stock		5%
New Term Facility | Nautilus joint venture
DEBT
Percentage of ownership interest		25%
New Term Facility | Second Tranche
DEBT
Percentage of original principal amount borrowed		12.50%
Value of warrants		$ 15,000,000
Warrants issued as a percentage of diluted equity		3.75%
New Term Facility | Third Tranche
DEBT
Percentage of original principal amount borrowed		37.50%
Value of warrants		$ 20,000,000
Warrants issued as a percentage of diluted equity		4.25%
New Term Facility | Maximum
DEBT
Remaining line of credit		$ 35,000,000
First Amendment Term Loan
DEBT
Amortization of debt issuance costs, commitment fees and accretion of debt discount				$ 10,000,000
Effective interest rate of debt				13.10%
Percentage of outstanding common stock		2%
Interest expense				$ 6,600,000
Capitalized interest in property, plant and equipment				2,000,000
Capitalized interest costs				1,400,000
Debt discount and debt issuance costs				22,400,000		$ 28,900,000
First Amendment Term Loan | Interest Expense.
DEBT
Third-party fees				445,000
Fees paid to lenders and the fair value of the common stock warrants				3,500,000
Delayed Draw Term Loan
DEBT
Percentage of outstanding common stock		3%
Fees paid to lenders and the fair value of the common stock warrants		$ 3,400,000
Capitalized debt issuance costs				$ 1,700,000

DEBT - Maturity (Details)

DEBT - Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Year ending December 31
2023	$ 51,938
2024	86,562
Total principal maturities	$ 138,500	$ 123,500

STANDBY EQUITY PURCHASE AGREE_2

STANDBY EQUITY PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTE - Standby Equity Purchase Agreement (Details)		9 Months Ended
	Jun. 02, 2022 USD ($) D $ / shares	Sep. 30, 2022 USD ($)
Yorkville | Convertible promissory note
STANDBY EQUITY PURCHASE AGREEMENT, CONVERTIBLE PROMISSORY NOTE AND DERIVATIVE LIABILITY
Loan amount	$ 15,000,000
Standby equity purchase agreement
STANDBY EQUITY PURCHASE AGREEMENT, CONVERTIBLE PROMISSORY NOTE AND DERIVATIVE LIABILITY
Cost or penalty for termination	0
Advances received on sale of shares		$ 0
Standby equity purchase agreement | Convertible promissory note
STANDBY EQUITY PURCHASE AGREEMENT, CONVERTIBLE PROMISSORY NOTE AND DERIVATIVE LIABILITY
Loan amount	15,000,000
Standby equity purchase agreement | Yorkville
STANDBY EQUITY PURCHASE AGREEMENT, CONVERTIBLE PROMISSORY NOTE AND DERIVATIVE LIABILITY
Aggregate amount	$ 50,000,000
Termination period	36 months
Advance on sale of shares (as a percent)	30%
Advance on sale of shares	$ 5,000,000
Issue price (as a percent)	97%
Ownership limitation (as a percent)	4.99%
Exchange cap (as a percent)	19.99%
Threshold share price | $ / shares	$ 3.04
Threshold consecutive trading days | D	3
Standby equity purchase agreement | Maximum
STANDBY EQUITY PURCHASE AGREEMENT, CONVERTIBLE PROMISSORY NOTE AND DERIVATIVE LIABILITY
Notice period	5 days

STANDBY EQUITY PURCHASE AGREE_3

STANDBY EQUITY PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTE - Convertible promissory note (Details) $ / shares in Units, $ in Thousands		1 Months Ended		9 Months Ended
	Jun. 02, 2022 USD ($) item $ / shares	Aug. 31, 2022 USD ($)	Jul. 31, 2022 USD ($)	Sep. 30, 2022 USD ($) shares
DEBT
Proceeds from convertible promissory note				$ 14,700
Number of common stock issued upon conversion of preferred stock | shares				1,000,000
Convertible promissory note | Yorkville
DEBT
Discount on issue (as a percent)	2%
Proceeds from convertible promissory note	$ 14,700
Loan amount	$ 15,000
Number of periodic payments | item	5
Periodic payments	$ 3,000	$ 3,000	$ 3,000
Monthly payment deferral (as a percent)	50%
Number of periodic payments deferral | item	2
Deferred periodic payment		$ 1,500	$ 1,500
Interest rate	4%
Interest rate in event of default (a a percent)	15%
Threshold share price for repayment of debt at premium (in dollars per share) | $ / shares	$ 2.25
Conversion price (in dollars per share) | $ / shares	$ 3.75
Principle amount				$ 12,000
Number of common stock issued upon conversion of preferred stock | shares				3,200,000
Notice period for debt redemption if stock price less than conversion price.	5 days
Notice period for debt redemption	15 days
Convertible promissory note | Yorkville | Share price greater or equal to $2.25
DEBT
Premium on repayment of debt (as a percent)	6%
Convertible promissory note | Yorkville | Share price less than $2.25
DEBT
Premium on repayment of debt (as a percent)	4%

STANDBY EQUITY PURCHASE AGREE_4

STANDBY EQUITY PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTE - Derivative liability (Details) - USD ($)		9 Months Ended
	Jun. 10, 2022	Sep. 30, 2022
Derivative liability
Principal payments		$ 2,832,000
Convertible promissory note
Derivative liability
Debt discount and debt issuance costs	$ 404,000
Original issue discount	300,000
Issuance costs	$ 104,000
Effective interest rate of debt	7.50%
Amortization of debt issuance costs		330,000
Capitalized debt issuance costs and debt discount recorded as reduction to debt		74,000
Contractual interest expense		294,000
Principal payments		2,800,000
Principal reduction		$ 168,000

JOINT VENTURE (Details)

JOINT VENTURE (Details)				1 Months Ended		3 Months Ended	8 Months Ended	9 Months Ended
	Oct. 01, 2022 USD ($)	Aug. 27, 2022 USD ($)	May 13, 2021 USD ($) item	Sep. 30, 2022 USD ($) item	Mar. 31, 2022 USD ($) item	Jun. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Mar. 19, 2021 item
Nautilus Joint Venture
JOINT VENTURE
Ownership interest in the Joint Venture		33%
Nautilus Joint Venture | Subsequent Events
JOINT VENTURE
Ownership percentage acquired in joint venture	25%
Ownership interest in the Joint Venture	25.10%
Minerva Purchase Agreement
JOINT VENTURE
Number miners purchases covered by the agreement | item									30,000
Talen
JOINT VENTURE
Maximum operating capacity (MW) | item			300
Interest in joint venture (as a percent)			50%
Capitalized interest costs							$ 0	$ 1,600,000
Nautilus
JOINT VENTURE
Interest in joint venture (as a percent)								29.20%
Join Venture contribution			$ 156,000,000
Fair value of purchase obligation						$ 16,000,000
Miners Value Included in property Plant and Equipment				$ 4,800,000				$ 4,800,000
Miner exchange liability					$ 16,800,000
Estimated fair value				$ 16,300,000				16,300,000
Loss on sale of net assets held for sale								804,000
Loss on transfer of miners								$ (11,500,000)
Percent of access to electricity supply		50%
Capital contributions		$ 17,100,000
Payments for capital contribution		$ 7,300,000
Nautilus | Subsequent Events
JOINT VENTURE
Capital contributions	$ 17,100,000
Nautilus | Bitmain Non-fixed Price Sales and Purchase Agreements
JOINT VENTURE
Number miners purchases covered by the agreement | item					2,469
Number of miners transferred | item				2,500
Nautilus | Talen
JOINT VENTURE
Join Venture contribution			$ 156,000,000

JOINT VENTURE - Purchase Agreem

JOINT VENTURE - Purchase Agreements (Details) $ in Millions		1 Months Ended	3 Months Ended	9 Months Ended		12 Months Ended
	Jun. 15, 2021 item	Sep. 30, 2022 USD ($)	Mar. 31, 2022 USD ($) item	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($) item	Dec. 31, 2021 USD ($) item	Mar. 19, 2021 USD ($) item
JOINT VENTURE
Number of agreements | item	30,000
Amount funded on net basis						$ 47.7
Minerva Purchase Agreement
JOINT VENTURE
Number miners purchases covered by the agreement | item							30,000
Total purchase price per agreement							$ 118.5
Deposits made			$ 23.7
Amount paid					$ 16.8
Percentage reimbursed by Talen					50%
Reimbursement of initial deposit by Talen					$ 11.9
Reimbursement of initial deposit by Talen (as percent)					50%
Payment to be made six months before shipping date (as percent)					30%	30%
30% payment to be made prior to shipping date					6 months
Payment to be made three months before shipping date (as percent)					30%	30%
30% payment to be made prior to shipping date					3 months
Payment to be made one month before shipping date (as percent)					20%	20%
20% payment to be made prior to shipping date					1 month
Number of miners covered by payment to date | item					10,000	10,000
Percentage of payment to the total amount due at the date of purchase agreement amendment					90%	90%
Bitmain Non-fixed Price Sales and Purchase Agreements
JOINT VENTURE
Amount funded on net basis					$ 124.6
Distributed credit		$ 31.2
Q1 2022 Bitmain Agreement
JOINT VENTURE
Number of agreements | item	5,000
Q2 2022 Bitmain Agreement
JOINT VENTURE
Number of agreements | item	5,000
Talen
JOINT VENTURE
Amount funded on net basis					$ 76.9
Talen | Bitmain Non-fixed Price Sales and Purchase Agreements
JOINT VENTURE
Percentage of payment to the total amount due at the date of purchase agreement amendment		50%		50%
Number of agreements				22.8
Nautilus | Bitmain Non-fixed Price Sales and Purchase Agreements
JOINT VENTURE
Number miners purchases covered by the agreement | item			2,469
Number of agreements | item	2

JOINT VENTURE - Payments (Detai

JOINT VENTURE - Payments (Details) - USD ($) $ in Thousands	8 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
JOINT VENTURE
Investments in joint venture related to direct payments made on behalf of joint venture - 50% share of purchase agreement deposits		$ (37,797)
Reimbursable payments for deposits on plant and equipment made on behalf of a joint venture or a joint venture partner partner - 50% share of Talen	$ (38,466)	(11,741)
Reimbursement of payments for deposits on plant and equipment made on behalf of a joint venture or joint venture partner	38,466	11,716
Talen reimbursement of 50% share of Minerva initial deposit paid by TeraWulf in the period ended March 31, 2021	$ 11,850
Bitmain Non-fixed Price Sales and Purchase Agreements
JOINT VENTURE
Investments in joint venture related to direct payments made on behalf of joint venture - 50% share of purchase agreement deposits		(11,402)
Reimbursable payments for deposits on plant and equipment made on behalf of a joint venture or a joint venture partner partner - 50% share of Talen		(11,402)
Other reimbursable payments		(339)
Other direct payments
JOINT VENTURE
Investments in joint venture related to direct payments made on behalf of joint venture - 50% share of purchase agreement deposits		$ (26,395)
Nautilus | Bitmain Non-fixed Price Sales and Purchase Agreements
JOINT VENTURE
Percentage of share in deposits		50%
Percentage of Talen's share in deposits paid		50%
Talen
JOINT VENTURE
Reimbursement of payments for deposits on plant and equipment made on behalf of a joint venture or joint venture partner		$ 11,716
Talen | Bitmain Non-fixed Price Sales and Purchase Agreements
JOINT VENTURE
Other reimbursable payments		314
Reimbursement of payments for deposits on plant and equipment made on behalf of a joint venture or joint venture partner		$ 11,402
Talen | Nautilus | Bitmain Non-fixed Price Sales and Purchase Agreements
JOINT VENTURE
Percentage of share in deposits		50%

JOINT VENTURE - Interest and Ex

JOINT VENTURE - Interest and Exposure (Details) - USD ($) $ in Thousands	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
JOINT VENTURE
Net loss Inception to Date	$ (12,739)	$ (188)	$ (328)	$ (14,611)
Nautilus
JOINT VENTURE
Ownership interest (as percent)				29.20%
Initial Investment	18,000			$ 18,000
Additional Investment, Net	74,876			74,876
Net loss Inception to Date				(16,149)
Company's Variable Interest in Entity	76,727			76,727
Commitment to Future Additional Contributions	12,100			12,100
Company's Maximum Exposure to Loss in Entity	$ 88,827			$ 88,827

JOINT VENTURE - Results of Oper

JOINT VENTURE - Results of Operations and Financial Position (Details) - USD ($) $ in Thousands	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Condensed statements of operations information:
Operating expenses	$ 261		$ 93	$ 1,689
Net loss	(33,988)	$ (6,222)	$ (12,305)	(65,840)
Condensed balance sheet information:
Current assets	16,105			16,105	$ 68,052
TOTAL ASSETS	309,866			309,866	264,911
Current liabilities	105,559			105,559	45,857
Equity	121,900			121,900
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	309,866			309,866	264,911
Nautilus Joint Venture
Condensed statements of operations information:
Operating expenses	2,909			6,654
Net loss	(2,909)			(6,654)
Condensed balance sheet information:
Current assets	19,222			19,222	4,960
Noncurrent assets	92,442			92,442	214,803
TOTAL ASSETS	111,664			111,664	219,763
Current liabilities	24,299			24,299	11,317
Equity	87,365			87,365	208,446
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 111,664			$ 111,664	$ 219,763

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) $ in Millions					1 Months Ended	9 Months Ended
	Sep. 28, 2022 USD ($) item agreement	Dec. 15, 2021 USD ($) item	Dec. 07, 2021 USD ($) item	Jun. 15, 2021 item	Feb. 28, 2022 MWh	Sep. 30, 2022 USD ($)	Oct. 31, 2022 item
COMMITMENTS AND CONTINGENCIES
Number of agreements				30,000
Subsequent Events | S19XP Miners
COMMITMENTS AND CONTINGENCIES
Number miners purchases covered by the agreement							3,600
Subsequent Events | S19 Pro Miners
COMMITMENTS AND CONTINGENCIES
Number miners purchases covered by the agreement							2,750
Second Bitmain Purchase Agreement
COMMITMENTS AND CONTINGENCIES
Number miners purchases covered by the agreement			3,000
Number S19XP miners monthly deliveries			500
Total purchase price per agreement | $			$ 32.6
Payment due period			60 days
Amount paid | $						$ 2
Deposits made | $			$ 11.4
Third Bitmain Purchase Agreement
COMMITMENTS AND CONTINGENCIES
Number miners purchases covered by the agreement		15,000
Number S19XP miners monthly deliveries		2,500
Total purchase price per agreement | $		$ 169.1
Payment due period		60 days
Amount paid | $						$ 10.2
Deposits made | $		$ 59.2
Fifth Bitmain purchase agreement
COMMITMENTS AND CONTINGENCIES
Total purchase price per agreement | $	$ 23.7
Number of agreements | agreement	2
Fifth Bitmain purchase agreement | S19XP Miners
COMMITMENTS AND CONTINGENCIES
Number miners purchases covered by the agreement	3,400
Fifth Bitmain purchase agreement | S19 Pro Miners
COMMITMENTS AND CONTINGENCIES
Number miners purchases covered by the agreement	2,700
Power Authority of the State of New York
COMMITMENTS AND CONTINGENCIES
Maximum energy that can be purchased | MWh					90
Term of agreement					10 years

CONVERTIBLE PREFERRED STOCK (De

CONVERTIBLE PREFERRED STOCK (Details)	1 Months Ended	8 Months Ended	9 Months Ended
	Mar. 31, 2022 USD ($) D $ / shares shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 $ / shares shares
CONVERTIBLE PREFERRED STOCK
Issuance of stock, net of issuance costs | $		$ 29,942,000	$ 48,417,000
Preferred stock shares authorized | shares			25,000,000	25,000,000
Preferred stock par value | $ / shares			$ 0.001	$ 0.001
Preferred stock, liquidation preference | $			$ 10,100,000
Preferred dividend declared (in dollar per share) | $ / shares			$ 0
Number of common stock issued upon conversion of preferred stock | shares			1,000,000
Cumulative dividends accumulated and accreted to liquidation preference | $			$ 531,000
Series A Preferred Stock
CONVERTIBLE PREFERRED STOCK
Preferred stock shares authorized | shares			1
Annual dividend rate	10%
Preferred stock, liquidation preference (in dollars per share) | $ / shares	$ 1,000
Preferred stock, threshold percentage of stock price trigger	130%
Preferred stock, conversion threshold trading days | D	5
Preferred stock, threshold consecutive trading days | D	15
Conversion denomination | $	$ 1,000
Conversion ratio	100
Series A Preferred Stock | Maximum
CONVERTIBLE PREFERRED STOCK
Conversion ratio	125
Series A Preferred Stock | Subscription Agreements
CONVERTIBLE PREFERRED STOCK
Issuance of stock, net of issuance costs (in shares) | shares	9,566
Issuance of stock, net of issuance costs | $	$ 9,600,000
Preferred stock shares authorized | shares	10,000
Preferred stock par value | $ / shares	$ 0.001

COMMON STOCK (Details)

COMMON STOCK (Details) $ / shares in Units, $ in Thousands	1 Months Ended			3 Months Ended	8 Months Ended	9 Months Ended
	Apr. 30, 2022 USD ($) $ / shares shares	Mar. 31, 2022 USD ($) shares	Feb. 28, 2022 USD ($) $ / shares	Sep. 30, 2022 USD ($) Vote $ / shares shares	Sep. 30, 2021 USD ($) $ / shares	Sep. 30, 2022 USD ($) Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
COMMON STOCK
Authorized shares				225,000,000		225,000,000
Common stock shares authorized				200,000,000		200,000,000	200,000,000
Common stock par value | $ / shares				$ 0.001		$ 0.001	$ 0.001
Common stock number of votes | Vote				1		1
Preferred stock shares authorized				25,000,000		25,000,000	25,000,000
Preferred stock par value | $ / shares				$ 0.001		$ 0.001	$ 0.001
Issuance of stock, net of issuance costs | $					$ 29,942	$ 48,417
Proceeds from issuance of common stock, net of issuance costs | $					$ 30,000	$ 36,828
Dividends declared (in dollar per share) | $ / shares					$ 0	$ 0
Private Placement
COMMON STOCK
Shares sold (in shares)	634,517	271,447
Issuance of stock, net of issuance costs | $	$ 5,000	$ 2,100
ATM Offering
COMMON STOCK
Common stock par value | $ / shares	$ 0.001		$ 0.001
Aggregate offering price | $	$ 200,000		$ 200,000
Shares sold (in shares)				1,809,893		2,910,909
Issuance of stock, net of issuance costs | $				$ 2,700		$ 9,700
Percentage of commission o gross proceed	3%		3%
Underwriting Agreement
COMMON STOCK
Common stock par value | $ / shares	$ 0.001
Shares sold (in shares)	2,985,966
Proceeds from issuance of common stock, net of issuance costs | $	$ 20,600
Series A Preferred Stock
COMMON STOCK
Preferred stock shares authorized				1		1

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 568,000	$ 1,100,000
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares, Granted		1,931,187	0
Number of Shares, Unvested, Ending Balance	1,931,187	1,931,187
Weighted-Average Grant-Date Vair Value, Granted		$ 2.87
Weighted-Average Grant-Date Vair Value, Unvested, Ending Balance	$ 2.87	$ 2.87
Restricted Stock Units (RSUs) | Board of Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 4,500,000	$ 4,500,000
Recognized over a weighted average period		1 year 3 months 18 days
Restricted Stock Units (RSUs) | Consultant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 65,000	$ 65,000
Initial fair value of RSU grants		$ 90,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details)		2 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended	12 Months Ended
	Apr. 27, 2021 USD ($)	Nov. 19, 2021 USD ($)	Sep. 30, 2022 USD ($) item	Sep. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) item	Dec. 31, 2021 USD ($)
RELATED PARTY TRANSACTIONS
Transaction amount		$ 25,000,000
Amount paid charged to selling, general and administrative			$ 2,948,000	$ 2,035,000	$ 4,226,000	$ 8,187,000
Related Party Payment In Balance Sheet			$ 12,500,000			$ 12,500,000
Cryptocurrency load deployment that requires additional share-base award compensation | item			100			100
Prepaid expenses
RELATED PARTY TRANSACTIONS
Amount paid charged to selling, general and administrative						$ 833,000	$ 583,000
Due from related parties
RELATED PARTY TRANSACTIONS
Amount paid charged to selling, general and administrative						2,300,000	647,000
Plant, plant and equipment, net
RELATED PARTY TRANSACTIONS
Amount paid charged to selling, general and administrative						5,100,000	1,900,000
Beowulf E&D | Performance shares
RELATED PARTY TRANSACTIONS
Additional awards for every 100MW cryptocurrency mining load			$ 2,500,000			2,500,000
Beowulf E&D | Services Agreement
RELATED PARTY TRANSACTIONS
Term of agreement	5 years
Commons stock awards agreed to issue							$ 12,500,000
Beowulf E&D | Services Agreement | Operating expenses.
RELATED PARTY TRANSACTIONS
Amount paid charged to selling, general and administrative						302,000
Beowulf E&D | Services Agreement | Selling, general and administrative
RELATED PARTY TRANSACTIONS
Transaction amount						11,000,000
Amount paid charged to selling, general and administrative						$ 8,200,000
Beowulf E&D | Development of bitcoin and organization and legal costs
RELATED PARTY TRANSACTIONS
Services agreement, monthly fee in the first year	$ 7,000,000
Services agreement, annual fee after the first year if higher	10,000,000
Services agreement, annual fee per kilowatt hour of electric load utilized after the first year if higher	$ 0.0037

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands			8 Months Ended	9 Months Ended
	Oct. 07, 2022	Oct. 06, 2022	Sep. 30, 2021	Sep. 30, 2022	Oct. 25, 2022	Oct. 24, 2022	Jul. 31, 2022
Subsequent Event [Line Items]
Net proceeds from sale of shares			$ 29,942	$ 48,417
One Term Loan investor, NovaWulf Digital Master Fund, L.P.
Subsequent Event [Line Items]
Loan amount							$ 13,000
Subsequent Events
Subsequent Event [Line Items]
Shares sold (in shares)		7,481,747
Net proceeds from sale of shares		$ 9,500
Exercise price of warrants (in dollars per share)	$ 0.01	$ 1.93
Conversion price (in dollars per share)					$ 1.26	$ 3.75
Warrants issued to lenders	2,667,678
Weighted average price		$ 1.26
Aggregate purchase price		$ 3,500
Subsequent Events | Delayed Draw Term Loan
Subsequent Event [Line Items]
Loan amount	$ 15,000
Debt instrument face amount tranches	$ 7,500
Additional warrants	3.75%
Conversion of additional warrants	1.875%
Subsequent Events | Delayed Draw Term Loan | One Term Loan investor, NovaWulf Digital Master Fund, L.P.
Subsequent Event [Line Items]
Loan amount	$ 900