TeraWulf (WULF) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 16, 2022
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 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		104,639,286
Entity Central Index Key	0001083301
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 3,585	$ 43,448
Restricted cash	1	3,007
Digital currency, net	212
Prepaid expenses	5,943	1,494
Amounts due from related parties		647
Other current assets	442	108
Current assets held for sale	15,775	19,348
Total current assets	25,958	68,052
Equity in net assets of investee	123,046	104,280
Property, plant and equipment, net	121,873	91,446
Right-of-use asset	1,004	1,024
Other assets	957	109
TOTAL ASSETS	272,838	264,911
CURRENT LIABILITIES:
Accounts payable	9,699	11,791
Accrued construction liabilities	4,527	3,892
Other accrued liabilities	8,636	3,771
Share based liabilities due to related party	12,500	12,500
Other amounts due to related parties	1,306	60
Contingent value rights	10,594	12,000
Current portion of operating lease liability	90	88
Insurance premium financing payable	3,147
Current liabilities held for sale	2,444	1,755
Total current liabilities	52,943	45,857
Operating lease liability, net of current portion	969	992
Deferred tax liabilities, net	256	256
Long-term debt	97,662	94,627
TOTAL LIABILITIES	151,830	141,732
Commitments and Contingencies (See Note 11)
STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value, 25,000,000 authorized at March 31, 2022 and December 31, 2021; 9,566 and 0 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	9,273
Common stock, $0.001 par value, 200,000,000 authorized at March 31, 2022 and December 31, 2021; 100,790,239 and 99,976,253 issued and outstanding at March 31, 2022 and December 31, 2021, respectively	101	100
Additional paid-in capital	225,545	218,762
Accumulated deficit	(113,911)	(95,683)
Total stockholders' equity	121,008	123,179
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 272,838	$ 264,911

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
CONSOLIDATED BALANCE SHEETS
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock 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	100,790,239	99,976,253
Common stock shares outstanding	100,790,239	99,976,253

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenue		$ 217
Cost of revenue		32
Gross profit		185
Cost of operations:
Operating expenses		480
Operating expenses - related party	$ 853	62
Selling, general and administrative expenses	246	5,985
Selling, general and administrative expenses - related party	577	2,816
Depreciation		4
Impairment of digital currency		5
Total cost of operations	1,676	9,352
Operating loss	(1,676)	(9,167)
Interest expense		(5,322)
Loss before income tax and equity in net loss of investee	(1,676)	(14,489)
Equity in net loss of investee, net of tax		(788)
Loss from continuing operations	(1,676)	(15,277)
Loss from discontinued operations, net of tax		(2,906)
Net loss	(1,676)	(18,183)
Preferred stock dividends		45
Net loss attributable to common stockholders	$ (1,676)	$ (18,228)
Loss per common share:
Continuing operations, basic	$ (0.03)	$ (0.15)
Discontinued operations, basic		(0.03)
Earnings per share, basic	(0.03)	(0.18)
Earnings per share, diluted	$ (0.03)	$ (0.18)
Weighted average common shares outstanding:
Basic	58,819,431	100,121,370
Diluted	58,819,431	100,121,370

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Preferred StockSeries A Preferred Stock	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning balance at Feb. 07, 2021		$ 0	$ 0	$ 0	$ 0	$ 0
Beginning balance (in shares) at Feb. 07, 2021		0	0
Issuance of stock, net of issuance costs			$ 50,000	29,892,000		29,942,000
Issuance of stock, net of issuance costs (in shares)			50,000,000
Net loss					(1,676,000)	(1,676,000)
Ending balance at Mar. 31, 2021			$ 50,000	29,892,000	(1,676,000)	28,266,000
Ending balance (in shares) at Mar. 31, 2021			50,000,000
Beginning balance at Dec. 31, 2021			$ 100,000	218,762,000	(95,683,000)	123,179,000
Beginning balance (in shares) at Dec. 31, 2021			99,976,253
Series A Preferred Stock converted to common stock	$ 9,273,000					9,273,000
Series A Preferred Stock converted to common stock (in shares)	9,566
Issuance of stock, net of issuance costs			$ 1,000	6,783,000		6,784,000
Issuance of stock, net of issuance costs (in shares)			813,986
Preferred stock dividends					(45,000)	(45,000)
Net loss					(18,183,000)	(18,183,000)
Ending balance at Mar. 31, 2022	$ 9,273,000		$ 101,000	$ 225,545,000	$ (113,911,000)	$ 121,008,000
Ending balance (in shares) at Mar. 31, 2022	9,566		100,790,239

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,676)	$ (18,183)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt issuance costs and accretion of debt discount		2,458
Depreciation		4
Impairment of digital currency		5
Equity in net loss of investee, net of tax		788
Loss from operations of discontinued operations, net of tax		2,906
Changes in operating assets and liabilities:
Increase in digital currency		(217)
Increase in prepaid expenses		(4,449)
Increase in amounts due from related parties		647
Increase in other current assets	(5)	(34)
Decrease in right-of-use asset		20
Increase in other assets		(848)
(Decrease) increase in accounts payable	38	(6,066)
Decrease in accrued construction liabilities		(3,870)
Increase in other accrued liabilities	203	4,155
Increase in other amounts due to related parties	1,440	1,246
Decrease in operating lease liability		(21)
Net cash used in operating activities from continuing operations		(21,459)
Net cash used in operating activities from discontinued operations		(50)
Net cash used in operating activities		(21,509)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in joint venture, including direct payments made on behalf of joint venture		(19,072)
Reimbursable payments for deposits on plant and equipment made on behalf of a joint venture partner		(11,402)
Reimbursement of payments for deposits on plant and equipment made on behalf of a joint venture partner		11,402
Purchase of and deposits on plant and equipment	(23,700)	(21,488)
Net cash used in investing activities	(23,700)	(40,560)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds issuance premium financing		4,706
Principal payments on notes payable		(1,559)
Proceeds from issuance of common stock, net of issuance costs paid of $142 and $0	30,000	6,787
Proceeds from issuance of preferred stock, net of issuance costs paid of $0and $0		9,266
Net cash provided by financing activities	30,000	19,200
Net change in cash and cash equivalents and restricted cash	6,300	(42,869)
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	$ 6,300	3,586
Cash paid during the period for:
Interest		$ 1,427

CONSOLIDATED STATEMENTS OF CA_2

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Common Stock
Stock issuance costs	$ 0	$ 142
Cumulative Preferred Stock [Member]
Stock issuance costs	$ 0	$ 0

ORGANIZATION

ORGANIZATION	3 Months Ended
	Mar. 31, 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. TeraWulf has commenced mining at one bitcoin mining facility and 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. 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 and Pennsylvania and remain under construction as of March 31, 2022. Mining operations commenced at the New York facility during the three months ended March 31, 2022. The Pennsylvania bitcoin mining facility is being developed and constructed through a joint venture (see Note 10). The Company’s New York bitcoin mining facility is wholly-owned. In May 2021, TeraWulf created three wholly-owned subsidiaries to facilitate ownership of bitcoin mining facilities or joint venture interests related thereto. Lake Mariner Data LLC and Kyalami Data LLC are subsidiaries involved in developing wholly-owned bitcoin mining facilities in New York. As of the date these consolidated financial statements were available to be issued, Kayalami Data LLC was inactive. TeraWulf (Thales) LLC (“Thales”) is a subsidiary holding interests in a joint venture involved in developing bitcoin mining facilities in Pennsylvania (see Note 10). IKONICS’ traditional business has been 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 are primarily screen printing and abrasive etching. More recently, IKONICS has augmented its customer offerings with inkjet receptive films, ancillary chemicals and related equipment to provide a full line of products and services to its customers. TeraWulf has classified the IKONICS business as held for sale and discontinued operations in these consolidated financial statements (see Note 4). Risks and Uncertainties Liquidity and Financial Condition The Company incurred a net loss attributable to common stockholders of $18.2 million, including a net impairment charge (net of a contingent consideration remeasurement gain) of $2.5 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 $21.5 million for the three months ended March 31, 2022. As of March 31, 2022, the Company had balances of cash and cash equivalents of $3.6 million, a working capital deficiency of $27.0 million, total stockholders’ equity of $121.0 million and an accumulated deficit of $113.9 million. The Company has commenced mining activities, however not yet to scale, and therefore has not generated material revenues from its mining business. The Company has relied on proceeds from its issuances of debt and equity to fund its principal operations. In accordance with development of its bitcoin mining facilities, during the three months ended March 31, 2022, the Company invested approximately $21.5 million for purchases and deposits on plant and equipment, including deposits on miners under miner purchase agreements for which the Company has significant future obligations as detailed in Note 11. Also, during the three months ended March 31, 2022, the Company invested million, net in its joint venture and has commitments under its joint venture agreement as detailed in Note 10. 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 or through the provision miner hosting services. During the three months ended March 31, 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 three months ended March 31, 2022, the Company issued Common Stock, including under the ATM Offering, for net proceeds of million. See Note 13. Subsequent to March 31, 2022, the Company issued Common Stock, including under the ATM Offering, for gross proceeds of million. See Note 16. 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. 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	3 Months Ended
	Mar. 31, 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 issued as a component of a debt offering, 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Period February 8, 2021 (date of inception) to ​ ​ ​ March 31, ​ ​ March 31, ​ ​ 2022 ​ 2021 ​ Supplemental disclosure of non-cash activities: ​ ​ ​ ​ ​ Common stock issuance costs in accounts payable or other accrued liabilities ​ $ 3 ​ $ 58 ​ Preferred stock issuance costs in accounts payable ​ $ 293 ​ $ — ​ Purchases of and deposits on plant and equipment in accounts payable, accrued construction liabilities, other accrued liabilities and long-term debt ​ $ 8,943 ​ $ — ​ Investment in joint venture in other accrued liabilities and long-term debt ​ $ 482 ​ $ — ​ Preferred stock dividends in other accrued liabilities ​ $ 45 ​ $ — ​ Preferred stock proceeds receivable in other current assets ​ $ 300 ​ $ — ​ ​ 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 one financial institution that is insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company’s accounts at this institution are insured, up to $250,000, by the FDIC. As of March 31, 2022, the Company’s bank balances exceeded the FDIC insurance limit in an amount of $2.9 million. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. As of March 31, 2022 and December 31, 2021, the Company had cash and cash equivalents of $3.6 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 sheet as of March 31, 2022 and December 31, 2021 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 December 31, 2021 Cash and cash equivalents $ 3,585 $ 43,448 Restricted cash ​ 1 ​ 3,007 Cash and cash equivalents and restricted cash ​ $ 3,586 ​ $ 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 operates in the Imaging Technology segment. 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 one operating segment as the CODM reviews financial information on a consolidated basis in making decisions regarding resource allocations and assessing performance. TeraWulf has classified the IKONICS segment as held for sale and discontinued operations in these consolidated financial statements (see Note 4). 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 25 years for electrical equipment). Leasehold improvements are depreciated over the shorter of their estimated useful lives or the lease term. Property, plant and equipment includes deposits, amounting to approximately $82.7 million and $70.6 as of March 31, 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 March 31, 2022 and December 31, 2021, the Company is not a counterparty to any finance leases. 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 issuance, 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 Financial Accounting Standards Board (“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, which is deemed to be daily. 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. 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 other income (expense) in the consolidated statements of operations. The Company will account for its gains or losses in accordance with the first in first out (“FIFO”) method of accounting. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Period February 8, 2021 (date of inception) to ​ ​ ​ March 31, ​ ​ March 31, ​ ​ 2022 ​ 2021 Beginning balance ​ $ — ​ $ — Revenue recognized from bitcoin mined ​ 217 ​ — Impairment of bitcoin ​ (5) ​ — Ending balance ​ $ 212 ​ $ — ​ ​ 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 had no dilutive instruments or participating securities as of March 31, 2022 and December 31, 2021. 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 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 at multiple production facilities, 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.

BUSINESS COMBINATION

BUSINESS COMBINATION	3 Months Ended
	Mar. 31, 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) one validly issued, fully paid and nonassessable share of Common Stock of the surviving public company, TeraWulf, (ii) one contractual contingent value right (“CVR”) to a Contingent Value Rights Agreement (“CVR Agreement” as discussed below) and (iii) the right to receive $5.00 in cash, without interest. Pursuant to the CVR Agreement, each shareholder of IKONICS as of immediately prior to the Closing, received of the Gross Proceeds (as defined in the CVR Agreement) from such transaction. 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. As of March 31, 2022, no sale, transfer, disposition, spin-off or license of any part of the pre-merger IKONICS business has occurred. 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 million. The closing of the sale is subject to certain due diligence activities to be conducted over a 90-day period, receipt of regulatory opinion and certain other usual and customary conditions. The Definitive Agreement includes certain indemnifications which are subject to a limitation. Consideration Transferred The following table summarizes the fair value 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 ​ ​ million. The million gain on remeasurement is included in loss from discontinued operations, net of tax in the consolidated statement of operations for the three months ended March 31, 2022. ​

ASSETS HELD FOR SALE AND DISCON

ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS	3 Months Ended
	Mar. 31, 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 ​ 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): ​ ​ ​ ​ ​ ​ ​ March 31, 2022 December 31, 2021 Trade receivables $ 1,691 $ 1,327 Inventories 3,718 ​ 3,737 Prepaid expenses and other current assets 948 ​ 944 Property, plant and equipment 7,867 ​ 10,036 Intangible assets 1,551 ​ 3,304 Current assets held for sale $ 15,775 ​ $ 19,348 ​ ​ ​ ​ ​ ​ Accounts payable $ 1,697 ​ $ 1,207 Accrued compensation 612 ​ 439 Other accrued liabilities 135 ​ 109 Current liabilities held for sale $ 2,444 ​ $ 1,755 ​ ​ During the three months ended March 31, 2022, the Company determined that change in circumstance indicated that the then carrying amount of the IKONICS’ long-lived assets may not be recoverable and has recognized an impairment loss in loss on discontinued operations, net of tax of $3.9 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 consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ 2022 ​ Net sales $ 4,230 ​ Cost of goods sold 3,223 ​ Gross profit 1,007 ​ Selling, general and administrative expenses 1,264 ​ Research and development expenses 137 ​ Impairment on remeasurement or classification as held for sale 3,922 ​ Loss from discontinued operations before other income ​ (4,316) ​ Other income ​ 3 ​ Loss from discontinued operations before income tax (4,313) ​ Income tax (expense) benefit 1 ​ Loss from discontinued operations, net of tax $ (4,312) ​ ​ Total cash flows used in operating activities from discontinued operations was $50,000 and $0 in the consolidated statements of cash flows for the three months ended March 31, 2022 and the period February 8, 2021 (date of inception) to March 31, 2021, respectively. ​ Subsequent to March 31, 2022, the Company became aware of certain potential environmental remediation that may be required on a property of IKONICS. 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.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 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 March 31, 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 ​ Impairment Contingent consideration liability - Contingent Value Rights (1) ​ $ 10,594 ​ $ — ​ $ 10,594 ​ $ — ​ $ 1,406 ​ $ — Long-lived assets held for sale - intangible assets (1) ​ ​ 1,551 ​ ​ — ​ ​ 1,551 ​ ​ — ​ ​ — ​ ​ 1,753 ​ ​ $ 12,145 ​ $ — ​ $ 12,145 ​ $ — ​ $ 1,406 ​ $ 1,753 ​ (1) During the three months ended March 31, 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 of the underlying assets. 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 ​ $ — 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 at March 31, 2022 is approximately $113.0 million. See Note 9. 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 March 31, 2022 and December 31, 2021, except for 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.

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT	3 Months Ended
	Mar. 31, 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 December 31, 2021 Construction in process ​ $ 38,240 ​ $ 20,867 Leasehold improvements ​ ​ 450 ​ ​ — Equipment ​ 499 ​ 19 Deposits on miners ​ 82,688 ​ 70,560 ​ ​ 121,877 ​ 91,446 Less: accumulated depreciation ​ (4) ​ — ​ ​ $ 121,873 ​ $ 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 $760,000 and $0 for the three months ended March 31, 2022 and the period February 8, 2021 (date of inception) to March 31, 2021, respectively. Depreciation expense was $4,000 and $0 for the three months ended March 31, 2022 and the period February 8, 2021 (date of inception) to March 31, 2021, respectively.

LEASES

LEASES	3 Months Ended
	Mar. 31, 2022
LEASES
LEASES	NOTE 7 — LEASES Effective in May 2021, the Company entered into a 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 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 lease has an initial term of The following is a maturity analysis of the annual undiscounted cash flows of the estimated operating lease liabilities as of March 31, 2022 (in thousands): ​ ​ ​ ​ ​ Year ending December 31: ​ 2022 ​ $ 113 2023 ​ 150 2024 ​ 150 2025 ​ 150 2026 ​ 150 Thereafter ​ 662 ​ ​ $ 1,375 ​ A reconciliation of the undiscounted cash flows to the operating lease liabilities recognized in the consolidated balance sheet as of March 31, 2022 follows (in thousands): ​ ​ ​ ​ ​ Undiscounted cash flows of the operating lease $ 1,375 Unamortized discount ​ 316 Total operating lease liability ​ 1,059 Current portion of operating lease liability ​ 90 Operating lease liability, net of current portion ​ $ 969 ​ During the three months ended March 31, 2022, the Company entered into a short term lease arrangement for digital currency mining equipment. The term of the operating lease is two months and concludes in May 2022. There are no variable charges under this arrangement. For the three months ended March 31, 2022, lease expense related to this arrangement of $451,000 was recorded in operating expense in the consolidated statement of operations.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 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 0.0% for the three months ending March 31, 2022, and the period February 8, 2021 (date of inception) to March 31, 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. ​ 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. At March 31, 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 at March 31, 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 March 31, 2022 and December 31, 2021. The Company’s policy is to recognize interest accrued and penalties related to unrecognized tax benefits in tax expense. No accrued interest or penalties were recorded during the three months end March 31, 2022 and the period February 8, 2021 (date of inception) to March 31, 2021. ​

DEBT

DEBT	3 Months Ended
	Mar. 31, 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 December 31, 2021 Term loan ​ $ 123,500 $ 123,500 Debt issuance costs and debt discount ​ (25,838) ​ (28,873) ​ ​ 97,662 ​ 94,627 Less long-term debt due within one year ​ — ​ — Total long-term debt, net of portion due within one year ​ $ 97,662 ​ $ 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 The LGSA 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 10), 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 50%, 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. 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 is deducted from the Term Loan proceeds and is 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 is in addition to the stated interest rate. For the three months ended March 31, 2022, the Company amortized $3.0 million of the capitalized debt issuance costs and debt discount to (1) interest expense of $2.4 million in the consolidated statement of operations, (2) capitalized interest in property, plant and equipment, net of $0.4 million in the consolidated balance sheet and (3) capitalized interest in equity in net assets of investee of $0.2 million in the consolidated balance sheet. Capitalized debt issuance costs and debt discount of $25.8 million and $28.9 million are recorded as a reduction of long-term debt at March 31, 2022 and December 31, 2021, respectively, in the consolidated balance sheets. Principal maturities of outstanding long-term debt as of March 31, 2022 are as follows (in thousands): ​ ​ ​ ​ ​ Year ending December 31: ​ 2022 ​ $ — 2023 ​ 46,313 2024 ​ 77,187 Total principal maturities ​ $ 123,500 ​

JOINT VENTURE

JOINT VENTURE	3 Months Ended
	Mar. 31, 2022
JOINT VENTURE
JOINT VENTURE	NOTE 10 – 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 “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 holds 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 aforementioned contributions are now expected to be contributed by the third quarter of 2022, as agreed to by the Members. 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 $482,000 and $0 for the three months ended March 31, 2022 and period February 8, 2021 (date of inception) to March 31, 2021, respectively. 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 June 2022 (the “Bitmain Purchase Agreements”). During the three months ended March 31, 2022, the Company paid Bitmain $22.8 million and was reimbursed by Talen for 50% of that amount. In 2021, the Company paid Bitmain approximately The Company’s direct payments to Minerva and Bitmain, among others, on behalf of Nautilus for the three months ended March 31, 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 three months ended March 31, 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 ​ ​ (7,670) Investments in joint venture, including direct payments made on behalf of joint venture ​ $ (19,072) ​ ​ ​ ​ Payment of Talen 50% share of Bitmain deposits ​ $ (11,402) Reimbursable payments for deposits on plant and equipment made on behalf of a joint venture partner ​ $ (11,402) ​ ​ ​ ​ Talen reimbursement of 50% share of Bitmain deposits ​ $ 11,402 Reimbursement of payments for deposits on plant and equipment made on behalf of a joint venture partner ​ $ 11,402 ​ 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 March 31, 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 ​ to Date ​ Entity ​ (1) ​ in Entity (2) Nautilus 50 % $ 18,000 ​ $ 107,372 ​ $ 2,326 ​ $ 123,046 ​ $ 31,168 ​ $ 154,214 (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 March 31, 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. The condensed results of operations for the three months ended March 31, 2022 and the condensed financial position as of March 31, 2022 and December 31, 2021, of Nautilus are summarized below (in thousands): ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, 2022 ​ Condensed statement of operations information: ​ Revenue ​ $ — ​ Operating expense ​ 1,576 ​ Net loss ​ $ (1,576) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 December 31, 2021 Condensed balance sheet information: ​ ​ Current assets ​ $ 3,281 ​ $ 4,960 Noncurrent assets ​ 260,730 ​ 214,803 Total assets ​ $ 264,011 ​ $ 219,763 ​ ​ ​ ​ ​ ​ ​ Current liabilities ​ $ 18,999 ​ $ 11,317 Equity ​ 245,012 ​ 208,446 Total liabilities and equity ​ $ 264,011 ​ $ 219,763 ​

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 11 – 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 $2.0 million during the three months ended March 31, 2022 and paid an initial deposit of approximately $11.4 in 2021. The balance of payments due under the Second Bitmain Purchase Agreement are scheduled to be paid in unequal monthly installments through November 2022. 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 $10.2 million during the three months ended March 31, 2022 and paid an initial deposit of approximately $59.2 million in 2021. The balance of payments due under the Third Bitmain Purchase Agreement are scheduled to be paid in unequal monthly installments through November 2022. ​ 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 90 MW may be reduced by NYPA based on the Company’s actual electricity usage, as defined and periodically measured, if lower than the allocation or if the site investment commitments are not met. ​

CONVERTIBLE PREFERRED STOCK

CONVERTIBLE PREFERRED STOCK	3 Months Ended
	Mar. 31, 2022
CONVERTIBLE PREFERRED STOCK
TERACUB REDEEMABLE CONVERTIBLE PREFERRED STOCK	NOTE 12 – 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 9,566 shares (of 10,000 sharfes authorized) of Series A Convertible Preferred Stock, par value $0.001 per share (the “Convertible Preferred Stock”) to the Purchasers for an aggregate purchase price of $9.6 million. The Subscription Agreements contain customary representations, warranties, covenants and agreements of the Company. The offer and sale of the Convertible Preferred Stock were 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”). As of March 31, 2022, $300,000 of Convertible Preferred Stock proceeds had not been received and the amount is included in other current assets in the consolidated balance sheet as of March 31, 2022. The $300,000 proceeds were received by April 11, 2022. ​ 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 ​ 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 and $45,000 cumulative dividends were accumulated during the three months ended March 31, 2022.

COMMON STOCK

COMMON STOCK	3 Months Ended
	Mar. 31, 2022
COMMON STOCK
COMMON STOCK	NOTE 13 – 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 March 31, 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. During the three months ended March 31, 2022, the Company sold 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. No dividends were declared for the three months ended March 31, 2022 or the period February 8, 2021 (date of inception) to March 31, 2021.

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION	3 Months Ended
	Mar. 31, 2022
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION	NOTE 14 – 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 have been made under the Plan as of the date the consolidated financial statements were available to be issued.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 15 – 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 three months ended March 31, 2022, the Company paid Beowulf E&D $1.5 million under the Services Agreement. Selling, general and administrative – related party in the consolidated statement of operations includes $1.1 million for the three months ended March 31, 2022 related to the base fee and reimbursement of costs and expenses. As of March 31, 2022, $583,000 is included in both prepaid expenses and in accounts payable, $1.2 million is included in amounts due to related parties in the consolidated balance sheet. During the three months ended March 31, 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 March 31, 2022, $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	3 Months Ended
	Mar. 31, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 16 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through May 16, 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. 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. In addition, the Company granted to the Underwriter an option to purchase up to an additional 447,894 shares of its Common Stock (the “Option Shares”). 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 also sold, pursuant to the ATM Sales Agreement, 181,481 shares of Common Stock for net proceeds of $1.5 million. 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 3.0% 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.

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 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 issued as a component of a debt offering, 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Period February 8, 2021 (date of inception) to ​ ​ ​ March 31, ​ ​ March 31, ​ ​ 2022 ​ 2021 ​ Supplemental disclosure of non-cash activities: ​ ​ ​ ​ ​ Common stock issuance costs in accounts payable or other accrued liabilities ​ $ 3 ​ $ 58 ​ Preferred stock issuance costs in accounts payable ​ $ 293 ​ $ — ​ Purchases of and deposits on plant and equipment in accounts payable, accrued construction liabilities, other accrued liabilities and long-term debt ​ $ 8,943 ​ $ — ​ Investment in joint venture in other accrued liabilities and long-term debt ​ $ 482 ​ $ — ​ Preferred stock dividends in other accrued liabilities ​ $ 45 ​ $ — ​ Preferred stock proceeds receivable in other current assets ​ $ 300 ​ $ — ​
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 one financial institution that is insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company’s accounts at this institution are insured, up to $250,000, by the FDIC. As of March 31, 2022, the Company’s bank balances exceeded the FDIC insurance limit in an amount of $2.9 million. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. As of March 31, 2022 and December 31, 2021, the Company had cash and cash equivalents of $3.6 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 sheet as of March 31, 2022 and December 31, 2021 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 December 31, 2021 Cash and cash equivalents $ 3,585 $ 43,448 Restricted cash ​ 1 ​ 3,007 Cash and cash equivalents and restricted cash ​ $ 3,586 ​ $ 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 operates in the Imaging Technology segment. 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 one operating segment as the CODM reviews financial information on a consolidated basis in making decisions regarding resource allocations and assessing performance. TeraWulf has classified the IKONICS segment as held for sale and discontinued operations in these consolidated financial statements (see Note 4).
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 25 years for electrical equipment). Leasehold improvements are depreciated over the shorter of their estimated useful lives or the lease term. Property, plant and equipment includes deposits, amounting to approximately $82.7 million and $70.6 as of March 31, 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. As of March 31, 2022 and December 31, 2021, the Company is not a counterparty to any finance leases.
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 issuance, 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 Financial Accounting Standards Board (“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, which is deemed to be daily. 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.
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 other income (expense) in the consolidated statements of operations. The Company will account for its gains or losses in accordance with the first in first out (“FIFO”) method of accounting. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Period February 8, 2021 (date of inception) to ​ ​ ​ March 31, ​ ​ March 31, ​ ​ 2022 ​ 2021 Beginning balance ​ $ — ​ $ — Revenue recognized from bitcoin mined ​ 217 ​ — Impairment of bitcoin ​ (5) ​ — Ending balance ​ $ 212 ​ $ — ​
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 had no dilutive instruments or participating securities as of March 31, 2022 and December 31, 2021.
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 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 at multiple production facilities, 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.

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES
Supplemental disclosure of cash flow information	The following table shows supplemental cash flow information (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Period February 8, 2021 (date of inception) to ​ ​ ​ March 31, ​ ​ March 31, ​ ​ 2022 ​ 2021 ​ Supplemental disclosure of non-cash activities: ​ ​ ​ ​ ​ Common stock issuance costs in accounts payable or other accrued liabilities ​ $ 3 ​ $ 58 ​ Preferred stock issuance costs in accounts payable ​ $ 293 ​ $ — ​ Purchases of and deposits on plant and equipment in accounts payable, accrued construction liabilities, other accrued liabilities and long-term debt ​ $ 8,943 ​ $ — ​ Investment in joint venture in other accrued liabilities and long-term debt ​ $ 482 ​ $ — ​ Preferred stock dividends in other accrued liabilities ​ $ 45 ​ $ — ​ Preferred stock proceeds receivable in other current assets ​ $ 300 ​ $ — ​
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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 December 31, 2021 Cash and cash equivalents $ 3,585 $ 43,448 Restricted cash ​ 1 ​ 3,007 Cash and cash equivalents and restricted cash ​ $ 3,586 ​ $ 46,455
Schedule of digital currency activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Period February 8, 2021 (date of inception) to ​ ​ ​ March 31, ​ ​ March 31, ​ ​ 2022 ​ 2021 Beginning balance ​ $ — ​ $ — Revenue recognized from bitcoin mined ​ 217 ​ — Impairment of bitcoin ​ (5) ​ — Ending balance ​ $ 212 ​ $ —

BUSINESS COMBINATION (Tables)

BUSINESS COMBINATION (Tables)	3 Months Ended
	Mar. 31, 2022
BUSINESS COMBINATION
Summary of the fair value of the aggregate consideration paid	The following table summarizes the fair value 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)	3 Months Ended
	Mar. 31, 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): ​ ​ ​ ​ ​ ​ ​ March 31, 2022 December 31, 2021 Trade receivables $ 1,691 $ 1,327 Inventories 3,718 ​ 3,737 Prepaid expenses and other current assets 948 ​ 944 Property, plant and equipment 7,867 ​ 10,036 Intangible assets 1,551 ​ 3,304 Current assets held for sale $ 15,775 ​ $ 19,348 ​ ​ ​ ​ ​ ​ Accounts payable $ 1,697 ​ $ 1,207 Accrued compensation 612 ​ 439 Other accrued liabilities 135 ​ 109 Current liabilities held for sale $ 2,444 ​ $ 1,755 ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ 2022 ​ Net sales $ 4,230 ​ Cost of goods sold 3,223 ​ Gross profit 1,007 ​ Selling, general and administrative expenses 1,264 ​ Research and development expenses 137 ​ Impairment on remeasurement or classification as held for sale 3,922 ​ Loss from discontinued operations before other income ​ (4,316) ​ Other income ​ 3 ​ Loss from discontinued operations before income tax (4,313) ​ Income tax (expense) benefit 1 ​ Loss from discontinued operations, net of tax $ (4,312) ​

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2022
FAIR VALUE MEASUREMENTS
Fair Value Measurements, Nonrecurring [Table Text Block]	The following table illustrates the financial instruments measured at fair value on a non-recurring basis segregated by hierarchy fair value levels as of March 31, 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 ​ Impairment Contingent consideration liability - Contingent Value Rights (1) ​ $ 10,594 ​ $ — ​ $ 10,594 ​ $ — ​ $ 1,406 ​ $ — Long-lived assets held for sale - intangible assets (1) ​ ​ 1,551 ​ ​ — ​ ​ 1,551 ​ ​ — ​ ​ — ​ ​ 1,753 ​ ​ $ 12,145 ​ $ — ​ $ 12,145 ​ $ — ​ $ 1,406 ​ $ 1,753 ​ (1) During the three months ended March 31, 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 of the underlying assets. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ $ — 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)	3 Months Ended
	Mar. 31, 2022
PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment	Property, plant and equipment, net consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 December 31, 2021 Construction in process ​ $ 38,240 ​ $ 20,867 Leasehold improvements ​ ​ 450 ​ ​ — Equipment ​ 499 ​ 19 Deposits on miners ​ 82,688 ​ 70,560 ​ ​ 121,877 ​ 91,446 Less: accumulated depreciation ​ (4) ​ — ​ ​ $ 121,873 ​ $ 91,446

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 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 March 31, 2022 (in thousands): ​ ​ ​ ​ ​ Year ending December 31: ​ 2022 ​ $ 113 2023 ​ 150 2024 ​ 150 2025 ​ 150 2026 ​ 150 Thereafter ​ 662 ​ ​ $ 1,375 ​
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 March 31, 2022 follows (in thousands): ​ ​ ​ ​ ​ Undiscounted cash flows of the operating lease $ 1,375 Unamortized discount ​ 316 Total operating lease liability ​ 1,059 Current portion of operating lease liability ​ 90 Operating lease liability, net of current portion ​ $ 969

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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 December 31, 2021 Term loan ​ $ 123,500 $ 123,500 Debt issuance costs and debt discount ​ (25,838) ​ (28,873) ​ ​ 97,662 ​ 94,627 Less long-term debt due within one year ​ — ​ — Total long-term debt, net of portion due within one year ​ $ 97,662 ​ $ 94,627
Schedule principal maturities of outstanding long-term debt	Principal maturities of outstanding long-term debt as of March 31, 2022 are as follows (in thousands): ​ ​ ​ ​ ​ Year ending December 31: ​ 2022 ​ $ — 2023 ​ 46,313 2024 ​ 77,187 Total principal maturities ​ $ 123,500

JOINT VENTURE (Tables)

JOINT VENTURE (Tables)	3 Months Ended
	Mar. 31, 2022
JOINT VENTURE
Schedule of reconciliation of direct payments made on behalf of joint venture in the consolidated statement of cash flows	The Company’s direct payments to Minerva and Bitmain, among others, on behalf of Nautilus for the three months ended March 31, 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 three months ended March 31, 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 ​ ​ (7,670) Investments in joint venture, including direct payments made on behalf of joint venture ​ $ (19,072) ​ ​ ​ ​ Payment of Talen 50% share of Bitmain deposits ​ $ (11,402) Reimbursable payments for deposits on plant and equipment made on behalf of a joint venture partner ​ $ (11,402) ​ ​ ​ ​ Talen reimbursement of 50% share of Bitmain deposits ​ $ 11,402 Reimbursement of payments for deposits on plant and equipment made on behalf of a joint venture partner ​ $ 11,402
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 March 31, 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 ​ to Date ​ Entity ​ (1) ​ in Entity (2) Nautilus 50 % $ 18,000 ​ $ 107,372 ​ $ 2,326 ​ $ 123,046 ​ $ 31,168 ​ $ 154,214 (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 March 31, 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 months ended March 31, 2022 and the condensed financial position as of March 31, 2022 and December 31, 2021, of Nautilus are summarized below (in thousands): ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, 2022 ​ Condensed statement of operations information: ​ Revenue ​ $ — ​ Operating expense ​ 1,576 ​ Net loss ​ $ (1,576) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 December 31, 2021 Condensed balance sheet information: ​ ​ Current assets ​ $ 3,281 ​ $ 4,960 Noncurrent assets ​ 260,730 ​ 214,803 Total assets ​ $ 264,011 ​ $ 219,763 ​ ​ ​ ​ ​ ​ ​ Current liabilities ​ $ 18,999 ​ $ 11,317 Equity ​ 245,012 ​ 208,446 Total liabilities and equity ​ $ 264,011 ​ $ 219,763

ORGANIZATION - (Details)

ORGANIZATION - (Details) $ in Thousands	Apr. 01, 2022USD ($)	May 31, 2021subsidiary	Mar. 31, 2021USD ($)	Mar. 31, 2022USD ($)facilityitem	Dec. 31, 2021USD ($)
ORGANIZATION
Number of revenue sources | item				2
Number of mining facilities | facility				2
Number of subsidiaries to facilitate ownership of bitcoin mining facilities | subsidiary		3
Net loss			$ (1,676)	$ (18,183)
Impairment charge				2,500
Negative cash flows from operations				(21,509)
Cash and cash equivalents				3,585	$ 43,448
Working Capital deficiency				27,000
Total stockholders' equity				121,000
Accumulated deficit				(113,911)	$ (95,683)
Net invested in Joint Venture				19,100
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	6,787
Net proceeds from issuance of preferred stock				9,266
Subsequent Events
ORGANIZATION
Gross proceeds from issued of common stock including ATM Offering	$ 27,100
Bitcoin miner manufacturers to acquire
ORGANIZATION
Deposits made on miners				$ 21,500

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Supplemental disclosure of non-cash activities:
Common stock issuance costs in accounts payable or other accrued liabilities	$ 58	$ 3
Preferred stock issuance costs in accounts payable		293
Purchases of and deposits on plant and equipment in accounts payable and accrued construction liabilities		8,943
Investment in joint venture in other accrued liabilities		482
Preferred stock dividends in other accrued liabilities		45
Preferred stock proceeds receivable in other current assets		$ 300

SIGNIFICANT ACCOUNTING POLICI_5

SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
SIGNIFICANT ACCOUNTING POLICIES
FDIC cash insured amount	$ 250,000
Cash exceeding FDIC limit	2,900,000
Cash and cash equivalents	$ 3,585,000	$ 43,448,000

SIGNIFICANT ACCOUNTING POLICI_6

SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Feb. 07, 2021
SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents	$ 3,585	$ 43,448
Restricted cash	1	3,007
Cash and cash equivalents and restricted cash	$ 3,586	$ 46,455	$ 6,300	$ 0

SIGNIFICANT ACCOUNTING POLICI_7

SIGNIFICANT ACCOUNTING POLICIES -Segment (Details)	3 Months Ended
	Mar. 31, 2022segment
ORGANIZATION
Number of operating segment	1

SIGNIFICANT ACCOUNTING POLICI_8

SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment (Details) - USD ($) $ in Millions	3 Months Ended	11 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Deposits on miners	$ 82.7	$ 70.6
Computer Equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Electrical equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives	25 years

SIGNIFICANT ACCOUNTING POLICI_9

SIGNIFICANT ACCOUNTING POLICIES -Digital currency activity (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
Indefinite-lived Intangible Assets [Roll Forward]
Revenue recognized from bitcoin mined	$ 217
Impairment of bitcoin	(5)
Ending balance	$ 212

SIGNIFICANT ACCOUNTING POLIC_10

SIGNIFICANT ACCOUNTING POLICIES - Loss per Share (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
SIGNIFICANT ACCOUNTING POLICIES
Dilutive instruments or participating securities	$ 0	$ 0

BUSINESS COMBINATION (Details)

BUSINESS COMBINATION (Details) - USD ($)	Jun. 25, 2021	Mar. 31, 2022	Apr. 15, 2022
BUSINESS COMBINATION
Loss from discontinued operations, net of tax		$ 2,906,000
IKONICS | Discontinued Operations, Held-for-sale [Member]
BUSINESS COMBINATION
Gain on re-measurement included in loss from discontinued operations		1,400,000
Loss from discontinued operations, net of tax		(4,300,000)
IKONICS | Discontinued Operations, Held-for-sale [Member] | Subsequent Events
BUSINESS COMBINATION
sale amount of property under Definitive Agreement			$ 7,000,000
Limitation amount of certain indemnifications under Definitive Agreement			$ 850,000
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	95.00%
Percentage of reserve of the gross proceeds of per-merger business of IKONICS	10.00%
Period to receive dispositions, if any, of any part of the pre-merger business of IKCONICS	18 months
Fair value of amount recognized for the CVR contingent consideration		$ 10,600,000

BUSINESS COMBINATION - Consider

BUSINESS COMBINATION - Consideration Transferred (Details) - IKONICS Corporation $ in Thousands	Jun. 25, 2021USD ($)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	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
Current assets held for sale	$ 15,775	$ 19,348
Current liabilities held for sale	$ 2,444	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)	95.00%
IKONICS | Discontinued Operations, Held-for-sale [Member]
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
Trade receivables	$ 1,691	1,327
inventories	3,718	3,737
Prepaid expenses and other current assets	948	944
Property, plant and equipment, net	7,867	10,036
Intangible assets, net	1,551	3,304
Current assets held for sale	15,775	19,348
Accounts payable	1,697	1,207
Accrued compensation	612	439
Other accrued liabilities	135	109
Current liabilities held for sale	2,444	$ 1,755
Impairment of assets of IKONIC's long lived assets	$ 3,900

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
	Mar. 31, 2022	Mar. 31, 2021
Cash flow impact of discontinued operations:
Cash flows used in operating activities from discontinued operations	$ 50
Ikonics Inc [Member] | Discontinued Operations, Held-for-sale [Member]
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
Net sales	4,230
Cost of goods sold	3,223
Gross profit	1,007
Selling, general and administrative expenses	1,264
Research and development expenses	137
Impairment on re-measurement or classification as held for sale	3,922
Loss from discontinued operations before other income	(4,316)
Other income	3
Loss from operations before income tax	(4,313)
Income tax (expense) benefit	1
Net loss from discontinued operations	(4,312)
Cash flow impact of discontinued operations:
Cash flows used in operating activities from discontinued operations	$ 50,000,000	$ 0

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Re-measurement Gain	$ 1,406
Impairment	1,753	$ 48,474
Total Fair value	12,145	3,304
Long-term debt fair value	$ 113,000
Weighted Average Attrition Rate Percent	8.00%
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	$ 1,406
Total Fair value	10,594	12,000
Business enterprise value		$ 15,900
Probability of sale (%)		90.00%
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	1,753	$ 136
Total Fair value	$ 1,551	3,304
Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Weighted Average Attrition Rate Percent	4.00%
Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Weighted Average Attrition Rate Percent	10.00%
Customer Relationships
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Percentage Of Fair Value Discount Rate	27.00%
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	27.00%
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Fair value	$ 12,145
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	10,594
Fair Value, Inputs, Level 2 [Member] | Long Lived Assets Held For Sale [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Fair value	$ 1,551
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Fair value		3,304
Level 3 | Contingent Value Rights [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Fair value		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		$ 3,304

PROPERTY, PLANT AND EQUIPMENT -

PROPERTY, PLANT AND EQUIPMENT - PPE Schedule (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 121,877	$ 91,446
Less: accumulated depreciation	(4)
Property, Plant and Equipment, Net	121,873	91,446
Construction in process
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	38,240	20,867
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	450
Deposits on miners
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	82,688	70,560
Equipment
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 499	$ 19

PROPERTY, PLANT AND EQUIPMENT_2

PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
PROPERTY, PLANT AND EQUIPMENT
Capitalized interest costs	$ 0	$ 760,000
Depreciation expense	$ 0	$ 4,000

LEASES - Narrative (Details)

LEASES - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	May 31, 2021
Property, Plant and Equipment [Table]
Initial term of lease		5 years
Renewal term of lease		5 years
Discount rate		6.00%
Lease payments	$ 50,000
Remaining lease term	9 years 1 month 6 days
Digital Currency Mining Equipment [Member]
Property, Plant and Equipment [Table]
Operating lease expense	$ 451,000
Planned Bitcoin Mining Facility, New York [Member]
Property, Plant and Equipment [Table]
Operating lease expense	$ 49,000

LEASES - Maturity analysis of t

LEASES - Maturity analysis of the annual undiscounted cash flows (Details) $ in Thousands	Mar. 31, 2022USD ($)
LEASES
2022	$ 113
2023	150
2024	150
2025	150
2026	150
Thereafter	662
Operating lease liabilities, to be paid	$ 1,375

LEASES - Reconciliation of the

LEASES - Reconciliation of the undiscounted cash flows (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
LEASES
Undiscounted cash flows of the operating lease	$ 1,375
Unamortized discount	316
Total Operating lease liability	1,059
Current portion of operating lease liability	90	$ 88
Operating lease liability, net of current portion	$ 969	$ 992

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Millions	1 Months Ended		3 Months Ended
	Mar. 31, 2021	Feb. 28, 2021	Mar. 31, 2022
Reconciliation between income tax benefit and the expected tax benefit at the statutory rate
Federal statutory rate	21.00%	21.00%	21.00%
Effective tax rate	0.00%	0.00%	0.00%
Unrecognized tax benefits			$ 0
Accrued interest and penalties	$ 0	$ 0	$ 0

DEBT - Promissory Notes (Detail

DEBT - Promissory Notes (Details) $ in Millions	1 Months Ended	2 Months Ended
	Nov. 30, 2021USD ($)item	Nov. 30, 2021USD ($)
RELATED PARTY TRANSACTIONS
Number stockholders that granted loans | item	3
Transaction amount		$ 25
Interest rate		8.00%
Majority Shareholder [Member]
RELATED PARTY TRANSACTIONS
Minimum equity offering to trigger full payment	$ 50	$ 50

DEBT - Long-Term Debt Table (De

DEBT - Long-Term Debt Table (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
DEBT
Term loan	$ 123,500	$ 123,500
Debt issuance costs and debt discount, unamortized	(25,838)	(28,873)
Term loan, net	97,662	94,627
Long-term debt	$ 97,662	$ 94,627

DEBT - LGSA (Details)

DEBT - LGSA (Details) - USD ($)	Dec. 01, 2021	Mar. 31, 2022	Dec. 31, 2021
DEBT
Debt issuance costs and debt discount, unamortized		$ 25,838,000	$ 28,873,000
Amortization of debt issuance costs and accretion of debt discount		2,458,000
Fair value of term loan		113,000,000
Nautilus Joint Venture
DEBT
Minimum interest in Nautilus joint venture	50.00%
Issuance of stock, net of issuance costs (in shares)	839,398
Percentage to outstanding shares	1.50%
One Term Loan investor, NovaWulf Digital Master Fund, L.P.
DEBT
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
Debt issuance costs and debt discount, unamortized		3,000,000
Amortization period of debt costs and discount over term of debt	3 years
Amortization of debt issuance costs and accretion of debt discount		25,800,000	$ 28,900,000
One Term Loan investor, NovaWulf Digital Master Fund, L.P. | Nautilus Joint Venture | Property, Plant and Equipment, Other Types [Member]
DEBT
Debt issuance costs and debt discount, unamortized		400,000
One Term Loan investor, NovaWulf Digital Master Fund, L.P. | Nautilus Joint Venture | Equity Method Investments [Member]
DEBT
Debt issuance costs and debt discount, unamortized		200,000
One Term Loan investor, NovaWulf Digital Master Fund, L.P. | Nautilus Joint Venture | Interest Expense [Member]
DEBT
Debt issuance costs and debt discount, unamortized		2,400,000
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	1.00%
Upfront fee	$ 1,200,000
Interest rate in case default	13.50%
Prepayment incremental amount	$ 5,000,000
Prepayment fees after 1st anniversary	3.00%
Prepayment fees after 2nd anniversary	2.00%

DEBT - Maturity (Details)

DEBT - Maturity (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
DEBT
2023	$ 46,313
2024	77,187
Total principal maturities	$ 123,500	$ 123,500

JOINT VENTURE (Details)

JOINT VENTURE (Details)	May 13, 2021USD ($)item	Mar. 31, 2021USD ($)	Mar. 31, 2022USD ($)
Talen
JOINT VENTURE
Maximum operating capacity (MW) | item	300
Interest in joint venture (as a percent)	50.00%
Capitalized interest costs		$ 0	$ 482,000
Nautilus
JOINT VENTURE
Interest in joint venture (as a percent)			50.00%
Join Venture contribution	$ 156,000,000
Nautilus | Talen
JOINT VENTURE
Join Venture contribution	$ 156,000,000

JOINT VENTURE - Purchase Agreem

JOINT VENTURE - Purchase Agreements (Details) $ in Millions	Jun. 15, 2021item	Mar. 31, 2021USD ($)	Mar. 31, 2022USD ($)	Dec. 31, 2021USD ($)item	Mar. 19, 2021USD ($)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				50.00%
Reimbursement of initial deposit by Talen				$ 11.9
Reimbursement of initial deposit by Talen (as percent)				50.00%
Payment to be made six months before shipping date (as percent)				30.00%
30% payment to be made prior to shipping date				6 months
Payment to be made three months before shipping date (as percent)				30.00%
30% payment to be made prior to shipping date				3 months
Payment to be made one month before shipping date (as percent)				20.00%
20% payment to be made prior to shipping date				1 month
Number of miners covered by payment to date | item				10,000
Percentage of payment to the total amount due at the date of purchase agreement amendment				90.00%
Number of agreements | item	5,000
Bitmain Non-fixed Price Sales and Purchase Agreements
JOINT VENTURE
Amount funded on net basis				$ 124.6
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			50.00%
Number of agreements			22.8
Nautilus | Bitmain Non-fixed Price Sales and Purchase Agreements
JOINT VENTURE
Number of agreements | item	2

JOINT VENTURE - Payments (Detai

JOINT VENTURE - Payments (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
JOINT VENTURE
Investments in joint venture related to direct payments made on behalf of joint venture - 50% share of purchase agreement deposits	$ (19,072)
Reimbursable payments for deposits on plant and equipment made on behalf of a joint venture partner - 50% share of Talen	(11,402)
Reimbursement of payments for deposits on plant and equipment made on behalf of a joint venture partner	11,402
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 partner - 50% share of Talen	(11,402)
Reimbursement of payments for deposits on plant and equipment made on behalf of a joint venture partner	11,402
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	$ (7,670)
Nautilus | Bitmain Non-fixed Price Sales and Purchase Agreements
JOINT VENTURE
Percentage of share in deposits	50.00%
Percentage of Talen's share in deposits paid	50.00%
Talen | Nautilus | Bitmain Non-fixed Price Sales and Purchase Agreements
JOINT VENTURE
Percentage of share in deposits	50.00%

JOINT VENTURE - Interest and Ex

JOINT VENTURE - Interest and Exposure (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
JOINT VENTURE
Net loss Inception to Date	$ (788)
Nautilus
JOINT VENTURE
Ownership interest (as percent)	50.00%
Initial Investment	$ 18,000
Additional Investment	107,372
Net loss Inception to Date	(2,326)
Company's Variable Interest in Entity	123,046
Commitment to Future Additional Contributions	31,168
Company's Maximum Exposure to Loss in Entity	$ 154,214

JOINT VENTURE - Results of Oper

JOINT VENTURE - Results of Operations and Financial Position (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Condensed statements of operations information:
Operating expenses		$ 480
Net loss	$ (1,676)	(18,183)
Condensed balance sheet information:
Total current assets		25,958	$ 68,052
TOTAL ASSETS		272,838	264,911
Total current liabilities		52,943	45,857
Equity		121,000
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		272,838	264,911
Nautilus Joint Venture [Member]
Condensed statements of operations information:
Operating expenses		1,576
Net loss		(1,576)
Condensed balance sheet information:
Total current assets		3,281	4,960
Noncurrent assets		260,730	214,803
TOTAL ASSETS		264,011	219,763
Total current liabilities		18,999	11,317
Equity		245,012	208,446
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$ 264,011	$ 219,763

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	Dec. 15, 2021USD ($)item	Dec. 07, 2021USD ($)item	Feb. 28, 2022MWh	Mar. 31, 2022USD ($)
Second Bitmain Purchase Agreement
COMMITMENTS AND CONTINGENCIES
Number miners purchases covered by the agreement | item		3,000
Number S19XP miners monthly deliveries | item		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 | item	15,000
Number S19XP miners monthly deliveries | item	2,500
Total purchase price per agreement	$ 169.1
Payment due period	60 days
Amount paid				$ 10.2
Deposits made	$ 59.2
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)	Apr. 11, 2022USD ($)	Mar. 31, 2022USD ($)D$ / sharesshares	Mar. 31, 2021USD ($)	Mar. 31, 2022USD ($)$ / sharesshares	Dec. 31, 2021$ / sharesshares
TERACUB REDEEMABLE CONVERTIBLE PREFERRED STOCK
Issuance of stock, net of issuance costs			$ 29,942,000	$ 6,784,000
Preferred stock authorized | shares		25,000,000		25,000,000	25,000,000
Preferred stock par value | $ / shares		$ 0.001		$ 0.001	$ 0.001
Proceeds from issuance of convertible preferred stock	$ 300,000
Cumulative preferred dividend				$ 45,000
Preferred dividend declared (in dollar per share) | $ / shares				$ 0
Other current assets
TERACUB REDEEMABLE CONVERTIBLE PREFERRED STOCK
Receivable proceeds from issuance of convertible preferred stock		$ 300,000		$ 300,000
Private Placement
TERACUB REDEEMABLE CONVERTIBLE PREFERRED STOCK
Issuance of stock, net of issuance costs (in shares) | shares		271,447
Issuance of stock, net of issuance costs		$ 2,100,000
Series A Preferred Stock
TERACUB REDEEMABLE CONVERTIBLE PREFERRED STOCK
Preferred stock authorized | shares		1		1
Annual dividend rate		10.00%
Preferred stock, liquidation preference (in dollars per share) | $ / shares		$ 1,000		$ 1,000
Preferred stock, threshold percentage of stock price trigger		130.00%
Preferred stock, conversion threshold trading days | D		5
Preferred stock, threshold consecutive trading days | D		15
Conversion denomination		$ 1,000		$ 1,000
Conversion ratio		100		100
Series A Preferred Stock | Maximum
TERACUB REDEEMABLE CONVERTIBLE PREFERRED STOCK
Conversion ratio		125		125
Series A Preferred Stock | Subscription Agreements
TERACUB REDEEMABLE 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 authorized | shares		10,000		10,000
Preferred stock par value | $ / shares		$ 0.001		$ 0.001

COMMON STOCK (Details)

COMMON STOCK (Details) $ / shares in Units, $ in Thousands	1 Months Ended		2 Months Ended	3 Months Ended
	Mar. 31, 2022USD ($)item$ / sharesshares	Feb. 28, 2022USD ($)$ / shares	Mar. 31, 2021USD ($)$ / shares	Mar. 31, 2022USD ($)item$ / sharesshares	Dec. 31, 2021$ / sharesshares
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 | item	1			1
Preferred stock 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	$ 6,784
Common stock shares outstanding	100,790,239			100,790,239	99,976,253
Dividends declared (in dollar per share) | $ / shares			$ 0	$ 0
Private Placement
COMMON STOCK
Issuance of stock, net of issuance costs (in shares)	271,447
Issuance of stock, net of issuance costs | $	$ 2,100
ATM Offering
COMMON STOCK
Common stock par value | $ / shares		$ 0.001
Aggregate offering price | $		$ 200,000
Issuance of stock, net of issuance costs (in shares)				559,622
Issuance of stock, net of issuance costs | $				$ 4,700
Percentage of commission o gross proceed		3.00%
Series A Preferred Stock
COMMON STOCK
Preferred stock authorized	1			1

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details)	Apr. 27, 2021USD ($)	Nov. 30, 2021USD ($)	Mar. 31, 2021USD ($)	Mar. 31, 2022USD ($)item	Dec. 31, 2021USD ($)
RELATED PARTY TRANSACTIONS
Transaction amount		$ 25,000,000
Amount paid charged to selling, general and administrative			$ 577,000	$ 2,816,000
Related Party Payment In Balance Sheet					$ 12,500,000
Cryptocurrency load deployment that requires additional share-base award compensation | item				100
Operating expenses				$ 480,000
Prepaid expenses
RELATED PARTY TRANSACTIONS
Amount paid charged to selling, general and administrative				583,000,000	583,000,000
Due from related parties
RELATED PARTY TRANSACTIONS
Amount paid charged to selling, general and administrative				1,200,000	647,000,000
Plant, plant and equipment, net
RELATED PARTY TRANSACTIONS
Amount paid charged to selling, general and administrative				1,100,000	1,900,000
Beowulf E&D | Performance shares
RELATED PARTY TRANSACTIONS
Additional awards for every 100MW cryptocurrency mining load					$ 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 | Selling, general and administrative
RELATED PARTY TRANSACTIONS
Transaction amount				1,500,000
Amount paid charged to selling, general and administrative				$ 1,100,000
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) $ / shares in Units, $ in Thousands	Dec. 07, 2021USD ($)item	Apr. 30, 2022USD ($)$ / sharesshares	Mar. 31, 2022USD ($)$ / sharesshares	Feb. 28, 2022USD ($)$ / shares	Mar. 31, 2021USD ($)	Mar. 31, 2022USD ($)$ / sharesshares	Dec. 31, 2021$ / shares
Subsequent Event [Line Items]
Common stock par value | $ / shares			$ 0.001			$ 0.001	$ 0.001
Net proceeds from sale of shares					$ 29,942	$ 6,784
Proceeds from issuance of common stock, net of issuance costs					$ 30,000	$ 6,787
Private Placement
Subsequent Event [Line Items]
Shares sold (in shares) | shares			271,447
Net proceeds from sale of shares			$ 2,100
ATM Offering
Subsequent Event [Line Items]
Common stock par value | $ / shares				$ 0.001
Aggregate offering price				$ 200,000
Shares sold (in shares) | shares						559,622
Net proceeds from sale of shares						$ 4,700
Percentage of commission o gross proceed				3.00%
Second Bitmain Purchase Agreement
Subsequent Event [Line Items]
Payment of deposit	$ 11,400
Number miners purchases covered by the agreement | item	3,000
Subsequent Events | Underwriting Agreement
Subsequent Event [Line Items]
Common stock par value | $ / shares		$ 0.001
Shares sold (in shares) | shares		2,985,966
Proceeds from issuance of common stock, net of issuance costs		$ 20,600
Additional option to purchase common stock (in shares) | shares		447,894
Subsequent Events | Private Placement
Subsequent Event [Line Items]
Shares sold (in shares) | shares		634,517
Net proceeds from sale of shares		$ 5,000
Subsequent Events | ATM Offering
Subsequent Event [Line Items]
Common stock par value | $ / shares		$ 0.001
Aggregate offering price		$ 200,000
Shares sold (in shares) | shares		181,481
Net proceeds from sale of shares		$ 1,500
Percentage of commission o gross proceed		3.00%