| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | SEC FILE NUMBER | |
1-11178 | ||
| FORM 12b-25 | ||
| CUSIP NUMBER | ||
| NOTIFICATION OF LATE FILING | 88080T104 |
| (Check one): | ☒ Form 10-K | ☐ Form 20-F | ☐ Form 11-K | ☐ Form 10-Q | ☐ Form 10-D |
| ☐ Form N-CEN | ☐ Form N-CSR | ||||
| For Period Ended: | December 31, 2022 | ||||
| ☐ Transition Report on Form 10-K | |||||
| ☐ Transition Report on Form 20-F | |||||
| ☐ Transition Report on Form 11-K | |||||
| ☐ Transition Report on Form 10-Q | |||||
| For the Transition Period Ended: | |||||
| Read Instructions (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Part III
PART I — REGISTRANT
INFORMATION
| Terawulf Inc. |
| Full Name of Registrant |
| Former Name if Applicable |
9 Federal Street |
| Address of Principal Executive Office (Street and Number) |
Easton, Maryland 21601 |
| City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☒ | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
TeraWulf, Inc. (the “Registrant”) was unable to timely file Part III for its 10-K for the year ended December 31, 2022 without unreasonable effort or expense because additional time is needed for the completion of the filing.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
Stefanie Fleischmann |
(410) |
770-9500 |
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| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐ |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☐ No ☒ |
|
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
|
| TERAWULF, INC. |
| (Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| By: | /s/ Stefanie Fleischmann |
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General Counsel |
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| Date: | May 2, 2023 |