United States securities and exchange commission logo





October 6, 2021

Glenn Sandgren
Chief Executive Officer
IKONICS Corp.
4832 Grand Avenue
Duluth, MN 55807

Re: IKONICS Corp.
Amendment No. 3 to
Registration Statement on Form S-4
Filed September 20,
2021
File No. 333-258335

Dear Mr. Sandgren:

We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.

After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
September 9, 2021 letter.

Amendment No. 3 to Registration Statement on Form S-4

Cover Page

1. We note your response
to prior comment 1. Please revise to provide the specific voting
control, or range of
possible percentages, that will be held by your controlling shareholder
upon completion of the
business combination.
Unaudited Pro Forma Condensed Combined Financial Information, page 25

2. We are still
considering your response to prior comment 11 that you do not believe
separate financial
statements for the joint venture are required in accordance with Rule 3-
09 of Regulation S-X.
However, due to the significance of the joint venture to your
business including the
entry into significant agreements highlighted in this filing, please
Glenn Sandgren
FirstName LastNameGlenn Sandgren
IKONICS Corp.
Comapany
October NameIKONICS Corp.
6, 2021
October
Page 2 6, 2021 Page 2
FirstName LastName
explain your consideration of providing separate financial statements
in accordance
with Rule 3-13 of Regulation S-X.

3. We note your response to prior comment 12. Please clarify and confirm
whether the sale
of the pre-merger business or assets of IKONICS ("Disposition") is
required as a
condition of the proposed merger. Tell us whether an affirmative vote
for the proposed
merger requires you to use reasonable best efforts to pursue and
consummate the
Disposition as soon as reasonably practicable. Please note that if
authorization is sought
from shareholders for the disposition of a significant business
(including spin-offs),
unaudited financial statements of that business should be provided in
the proxy statements
for the same periods as are required for the registrant (along with
pro forma information).
IKONICS' audited financial statements might satisfy the requirement
for historical
financial statements of the business to be disposed if it represents
substantially all the
business to be sold. However, pro forma financial statements should be
provided
presenting the sale as a discontinued operation for all periods
presented in your historical
audited financial statements.
Background to the Mergers, page 60

4. Please revise to identify the third-party representative that
introduced several potential
targets to IKONICS in February 2021.
Financial Forecasts, page 69

5. We note your response to prior comment 19. Please revise to provide
the expected total
hash rate the company intends to deploy for each period presented.
Also, include your
calculations and a more detailed discussion for arriving at a gross
revenue of $437 million
in 2022 based on your currently expected delivery schedule and
available miners and
electricity. In addition, explain how you have a reasonable basis to
project financial
results, Bitcoin hash rate, and Bitcoin price, six years into the
future given that Terawulf
has a limited operating history and the historic volatility of Bitcoin
and the associated
hash rate.
TeraWulf's Forecasts, page 72

6. We note your response to prior comment 21. Please help us better
understand why you
believe there is a reasonable basis to present a financial forecast
beyond one year
considering TeraWulf s limited operation history. Your disclosures
should provide
information that demonstrates that your projections are reasonable. In
this regard, the
underlying assumptions should be clearly outlined supporting your
revenue growth.
7. Please clarify whether your projections include revenues recognized
from the joint venture
(Nautilus Cryptomine Facility) and the Lake Mariner Facility. In this
respect, we note
that you do not present revenues from the joint venture in your
statements of operations
and your share of the earnings or losses from the joint venture is
reflected in the caption
Glenn Sandgren
FirstName LastNameGlenn Sandgren
IKONICS Corp.
Comapany
October NameIKONICS Corp.
6, 2021
October
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Equity in net loss of investee, net of tax in the statement of
operations. In this regard,
the project revenue should be that projected to be recognized by the
Lake Mariner Facility
only. The projections table should have a separate line-item for your
share of the
projected earnings or loss from the joint venture and not the revenue
recognized from the
joint venture. The equity method pick up should be presented as Other
Income.
Interests of Certain IKONICS Directors and Executive Officers in the Mergers,
page 89

8. We note your response to prior comment 31. Please revise this section
to provide a
detailed discussion of Mr. Prager's control of bitcoin mining
operations in Hardin MT,
Beowulf Energy, LLC, and Marathon Digital Holdings, and the potential
conflict of
interest that may arise. As part of your disclosure, please include a
discussion of the
waiver of the corporate opportunities doctrine and the potential
impact that may have on
the Company. In addition, please include appropriate risk factor
disclosure regarding all
potential sources of conflict of interest.
Management's Discussion and Analysis of TeraWulf's Financial Condition and
Results of
Operations of TeraWulf
Overview, page 129

9. We note that TeraWulf has entered into an administrative and
infrastructure services
agreement with Beowulf E&D for the buildout, operations and
maintenance of the bitcoin
mining facilities anticipated to be developed by TeraWulf. Please
revise your MD&A
disclosures to discuss Beowulf's operating history and performance in
operating such
facilities. Since the performance and financial condition of Beowulf
appears important to
the success of your business it appears that audited financial
statements for Beowulf
should be included in this filing. Refer to Rule 3-13 of Regulation
S-X.
Liquidity and Capital Resources, page 131

10. We note your revised disclosures in response to prior comment 26 that
indicate TeraWulf
believes that execution of the short-term and long-term funding
options, if successful,
alleviates substantial doubt as to TeraWulf s ability to continue as
a going concern. Please
explain in greater detail why you believe your funding options
alleviate substantial doubt
as to your ability to continue as a going concern. We refer to ASC
205-40-50-(12 through
14).
TeraWulf Unaudited Condensed Consolidated Financial Statements
Note 6. Joint Venture, page H-15

11. Please revise your statements of cash flows to separately present the
gross amounts for the
deposits and reimbursements disclosed in this footnote. Clarify your
non-cash activities
and how they reconcile to the disclosures in your footnote. That is,
tell us your
consideration of presenting the transfer of certain arrangements to
the joint venture as
non-cash activities in your statements of cash flows.
Glenn Sandgren
FirstName LastNameGlenn Sandgren
IKONICS Corp.
Comapany
October NameIKONICS Corp.
6, 2021
October
Page 4 6, 2021 Page 4
FirstName LastName

12. We note that in connection with the execution of the Ground Lease,
Nautilus recorded an
intangible asset, included in noncurrent assets in the condensed
balance sheet, of $29.3
million related to the excess of the fair value of the electricity
Talen is required to provide
over the price for which Nautilus is paying for such electricity, with
a corresponding
$29.3 million recorded as an in-kind contribution receivable. Explain
your disclosures that
indicate at the close of the period on December 31, 2021, the
temporary basis difference is
expected to no longer exist. Describe your accounting with respect to
the temporary
basis differences that is expected to longer exist and clarify your
accounting for similar
transactions subsequent to December 31, 2021. In addition, explain
whether there is a
connection with the excess fair value of the electricity associated
with the Ground Lease
and your disclosures on page 129 that state TeraWulf will benefit
from one of the lowest
electricity costs among its publicly traded bitcoin mining peers at
approximately $0.025
per kilowatt-hour.
General

13. We note that the Company entered into contractual agreements with
Beowulf E&D and
Somerset, entities controlled by Mr. Prager, and that the corporate
opportunities doctrine
will be waived. Please tell us how you incorporated Mr. Prager's
voting control of the
Company as well as the control of Somerset and Beowulf E&D in
determining whether
the contractual agreements are substantive. In your response, explain
how you
would enforce the contracts in the event the Beowulf E&D or Somerset
breached
the contract terms in light of the fact that Mr. Prager has majority
voting power in all three
entities.
14. In an appropriate location in the prospectus, please revise to include
the aggregate amount
of consideration that will be paid to entities controlled by Mr.
Prager under the current
contractual agreements, and tell us why it should not be considered
executive
compensation for Mr. Prager. To the extent payments made to entities
controlled by Mr.
Prager would be considered compensation, please revise your executive
compensation
discussion accordingly.
You may contact Morgan Youngwood, Senior Staff Accountant, at (202)
551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.



Sincerely,

Division of
Corporation Finance
Office of
Technology
Glenn Sandgren
IKONICS Corp.
FirstName
October 6, 2021LastNameGlenn Sandgren
Comapany
Page 5 NameIKONICS Corp.
October 6, 2021 Page 5
cc: W. Jason Deppen
FirstName LastName