TeraWulf (WULF) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on January 29, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TeraWulf Inc.

(Exact name of registrant as specified in its charter)

Delaware	87-1909475
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
TeraWulf Inc. 9 Federal Street Easton, Maryland 21601 (410) 770-9500 (Address of principal executive offices)	21601 (Zip code)

TeraWulf 2021 Omnibus Incentive Plan

(Full title of the plan)

Stefanie Fleischmann

Chief Legal Officer

TeraWulf Inc.

9 Federal Street

Easton, Maryland 21601

(Name and address of agent for service)

(410) 770-9500

(Telephone number, including area code, of agent for service)

Copies to:

David S. Huntington, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

(212) 373-3000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, TeraWulf Inc., a Delaware corporation (the “Company”) has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), as required by the Securities and Exchange Commission (the “Commission”) to register 10,092,604 additional shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) under the TeraWulf 2021 Omnibus Incentive Plan (the “2021 Incentive Plan”) pursuant to the automatic annual increase provision in the 2021 Incentive Plan, in respect of awards that may be granted under the Plan. The contents of the Registration Statement on Form S-8 (Registration No. 333-264996), filed with the Commission on May 16, 2022, is hereby incorporated by reference and made a part hereof.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by the Company with the Commission, are incorporated by reference into, and shall be deemed to be a part of, this Registration Statement:

•the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (filed on March 20, 2024), including portions of our Proxy Statement for the 2024 annual meeting of stockholders (filed on March 20, 2024) to the extent specifically incorporated by reference therein;

•the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024 (filed on May 13, 2024, August 13, 2024 and November 12, 2024, respectively);

•our current reports on Form 8-K filed on January 2, 2024, January 12, 2024, March 4, 2024, March 5, 2024, March 6, 2024, April 17, 2024, May 23, 2024, July 9, 2024, August 21, 2024, October 3, 2024, October 10, 2024, October 23, 2024, October 24, 2024, October 25, 2024, November 21, 2024, December 23, 2024 and December 26, 2024 (in each case, other than information furnished pursuant to Item 2.02 or 7.01 of any such Current Report on Form 8-K); and

•the description of the Common Stock set forth in the Company’s registration statement on Form S-3ASR (file no. 333-284318) filed with the Commission on January 16, 2025 (including any amendments or reports filed for the purpose of updating such description).

In addition, all reports and documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from the date of the filing of such documents, except as to specific sections of such reports and documents as set forth therein.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.

Item 8. Exhibits.

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of TeraWulf Inc., dated as of December 13, 2021 (incorporated by reference to Exhibit 3.1 of the Form 8-K12B filed with the SEC on December 13, 2021).
3.2	Certificate of Amendment of Amended and Restated Certificate of Incorporation of TeraWulf Inc., dated as of February 23, 2023 (incorporated by reference to Exhibit 3.3 of TeraWulf Inc.’s Amendment No. 3 to the Registration Statement on Form S-3 (file no. 333-268563) filed with the SEC on March 10, 2023).
3.3	Certificate of Amendment of Amended and Restated Certificate of Incorporation of TeraWulf Inc., dated as of February 23, 2023 (incorporated by reference to Exhibit 3.4 of TeraWulf Inc.’s Amendment No. 3 to the Registration Statement on Form S-3 (file no. 333-268563) filed with the SEC on March 10, 2023).
3.4	Amended and Restated Bylaws of TeraWulf Inc., effective as of December 13, 2021 (incorporated by reference to Exhibit 3.2 of the Form 8-K12B filed with the SEC on December 13, 2021).
5.1*	Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
10.1	TeraWulf 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.9 of TeraWulf Inc.’s Amendment No. 6 to the Registration Statement on Form S-4 (file no. 333-258335) filed with the SEC on November 10, 2021).
23.1*	Consent of RSM US LLP, registered public accounting firm of TeraWulf Inc.
23.2*	Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on signature pages to this Registration Statement).
107.1*	Filing Fee Table.

__________________

*Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act, TeraWulf Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on January 29, 2025.

TERAWULF INC.
By:	/s/ Paul B. Prager
	Name: Paul B. Prager
	Title: Chief Executive Officer and Chairman

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Paul B. Prager and Stefanie Fleischmann, acting alone or together with another attorney-in-fact, as his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Commission any and all amendments (including post-effective amendments) to this Registration Statement, together with all schedules and exhibits thereto, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on, sign and file any supplement to any prospectus included in this Registration Statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact, or any of their respective substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this Registration Statement and Power of Attorney has been signed on January 29. 2025 by the following persons in the capacities indicated.

Signature	Title
/s/ Paul B. Prager	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer and Director)
Paul B. Prager
/s/ Patrick A. Fleury	Chief Financial Officer (Principal Financial Officer)
Patrick A. Fleury
/s/ Kenneth J. Deane	Chief Accounting Officer
Kenneth J. Deane
/s/ Nazar M. Khan	Chief Technology Officer and Executive Director
Nazar M. Khan
/s/ Kerry M. Langlais	Chief Strategy Officer and Executive Director
Kerry M. Langlais
/s/ Michael C. Bucella	Director
Michael C. Bucella
/s/ Walter E. Carter	Director
Walter E. Carter
/s/ Amanda Fabiano	Director
Amanda Fabiano
/s/ Christopher Jarvis	Director
Christopher Jarvis
/s/ Catherine J. Motz	Director
Catherine J. Motz
/s/ Steven T. Pincus	Director
Steven T. Pincus
/s/ Lisa A. Prager	Director
Lisa A. Prager