Form: UPLOAD

SEC-generated letter

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United States securities and exchange commission logo





November 9, 2021

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

Re: IKONICS Corp.
Amendment No. 5 to
Registration Statement on Form S-4
Filed November 3,
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
October 28, 2021 letter.

Amendment No. 5 to Form S-4

Talen Joint Venture, page 125

1. Please revise to to
disclose whether the officers or directors, or major shareholders of
Ikonics or Terawulf
have any direct or indirect interests in Talen Energy Corporation
or Cumulus Coin LLC. To
the extent there are any interested parties, revise to clarify the
nature of the material
interest, and provide risk factor disclosure regarding the potential
conflict that may arise
from interested parties being involved in the joint venture.
Glenn Sandgren
FirstName LastNameGlenn Sandgren
IKONICS Corp.
Comapany 9,
November NameIKONICS
2021 Corp.
November
Page 2 9, 2021 Page 2
FirstName LastName
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
cc: W. Jason Deppen