SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Bayshore Capital LLC (Last) (First) (Middle) 53 PALMERAS STREET SUITE 601 (Street) SAN JUAN PR 00901 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/13/2021	3. Issuer Name and Ticker or Trading Symbol TERAWULF INC. [ WULF ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, $0.001 par value per share	17,722,432(1)(2)	D(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Bayshore Capital LLC (Last) (First) (Middle) 53 PALMERAS STREET SUITE 601 (Street) SAN JUAN PR 00901 (City) (State) (Zip)

1. Name and Address of Reporting Person* Pascual Bryan J. (Last) (First) (Middle) C/O BAYSHORE CAPITAL LLC 53 PALMERAS STREET, SUITE 601 (Street) SAN JUAN PR 00901 (City) (State) (Zip)

Explanation of Responses:

1. Received in connection with the agreement and plan of merger, dated as of June 24, 2021 (as amended, supplemented or otherwise modified prior to the date hereof), by and among TeraWulf Inc. (formerly known as Telluride Holdco, Inc.), a Delaware corporation ("TeraWulf"), IKONICS Corporation, a Minnesota corporation ("IKONICS"), Telluride Merger Sub I, Inc., a Minnesota corporation ("Merger Sub I"), Telluride Merger Sub II, Inc., a Delaware corporation ("Merger Sub II"), and TeraCub Inc. (formerly known as TeraWulf Inc.), a Delaware corporation ("TeraCub"), pursuant to which (i) Merger Sub I, a wholly-owned subsidiary of TeraWulf, which was a wholly-owned subsidiary of IKONICS, merged with and into IKONICS (the "First Merger"), with IKONICS surviving the First Merger as a wholly-owned subsidiary of TeraWulf, and (cont'd on FN 2)

2. (cont'd from FN 1) (ii) Merger Sub II, a wholly-owned subsidiary of TeraWulf, merged with and into TeraCub (the "Second Merger"), with TeraCub surviving the Second Merger as a wholly-owned subsidiary of TeraWulf. Bayshore Capital LLC ("Bayshore") received the shares of common stock, $0.001 par value per share, of TeraWulf (the "Shares") as consideration for the Second Merger.

3. The Shares are directly held by Bayshore. Mr. Bryan Pascual is the controlling member of Bayshore. Each of the Reporting Persons disclaims beneficial ownership of the Shares except to the extent of their respective pecuniary interest therein, and the inclusion of the Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.

Remarks:

Exhibit 24.1 - Power of Attorney (Bayshore Capital LLC) \\ Exhibit 24.2 - Power of Attorney (Bryan Pascual)

	/s/ Kenneth J. Deane, as attorney-in-fact for Bayshore Capital LLC	12/23/2021
	/s/ Kenneth J. Deane, as attorney-in-fact for Bryan Pascual	12/23/2021
	** Signature of Reporting Person	Date
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