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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
|
TERAWULF INC. (Name of Issuer) |
Common stock, par value $0.001 per share (Title of Class of Securities) |
88080T104 (CUSIP Number) |
c/o Stammtisch Investments LLC 9 Federal Street, Easton, MD, 21601 410-770-9500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/30/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 88080T104 |
| 1 |
Name of reporting person
Stammtisch Investments LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,098,883.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 88080T104 |
| 1 |
Name of reporting person
Paul B. Prager | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
26,984,880.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 88080T104 |
| 1 |
Name of reporting person
Lucky Liefern LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
654,706.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 88080T104 |
| 1 |
Name of reporting person
Heorot Power Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 88080T104 |
| 1 |
Name of reporting person
Allin WULF LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,971,778.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 88080T104 |
| 1 |
Name of reporting person
Beowulf Electricity & Data Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
260,513.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 88080T104 |
| 1 |
Name of reporting person
Riesling Power LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,100,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 88080T104 |
| 1 |
Name of reporting person
Paul B. Prager 2020 Revocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,100,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $0.001 per share | |
| (b) | Name of Issuer:
TERAWULF INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
9 Federal Street, Easton,
MARYLAND
, 21601. | |
Item 1 Comment:
This Amendment No. 14 ("Amendment No. 14") amends and supplements the original Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on December 23, 2021, as amended by Amendment No. 1 thereto, filed with the Commission on March 15, 2022, Amendment No. 2 thereto, filed with the Commission on September 2, 2022, Amendment No. 3 thereto, filed with the Commission on October 4, 2022, Amendment No. 4 thereto, filed with the Commission on October 14, 2022, Amendment No. 5 thereto, filed with the Commission on December 16, 2022, Amendment No. 6 thereto, filed with the Commission on February 3, 2023, Amendment No. 7 thereto, filed with the Commission on March 10, 2023, Amendment No. 8 thereto, filed with the Commission on June 28, 2023, Amendment No. 9 thereto, filed with the Commission on August 1, 2023 Amendment No. 10 thereto, filed with the Commission on August 30, 2023, Amendment No. 11 thereto, filed with the Commission on September 22, 2023, and Amendment No. 12 thereto filed with the Commission on October 24, 2023, and Amendment No. 13 thereto filed with the Commission on October 10, 2024 (the "Schedule 13D") and is filed by (i) Stammtisch Investments LLC, a Delaware limited liability company ("Stammtisch"), (ii) Mr. Paul B. Prager, (iii) Lucky Liefern LLC ("Lucky Liefern"), (iv) Heorot Power Holdings LLC ("Heorot"), (v) Allin WULF LLC ("Allin WULF"), (vi) the Beowulf Electricity & Data Inc. Employee Discretionary Trust ("E&D Trust"), (vii) Riesling Power, LLC ("Riesling") and (viii) the Paul B. Prager 2020 Revocable Trust (the "Prager Revocable Trust") (each, a "Reporting Person" and, collectively, the "Reporting Persons"), relating to the shares of the common stock, par value $0.001 per share (the "Common Stock"), of TeraWulf Inc. (formerly known as Telluride Holdco, Inc.), a Delaware corporation (the "Issuer"). Capitalized terms used but not defined herein shall have the meaning set forth in the Schedule 13D. The purpose of this Amendment No. 14 is to add the Prager Revocable Trust as a Reporting Person and to disclose recent transactions identified in Item 3 and Item 6. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 is amended to add the Prager Revocable Trust as a Reporting Person. Item 2(a) is amended to include the following:
Paul B. Prager 2020 Revocable Trust | |
| (b) | Item 2(b) is amended to include the following:
The address of the Prager Revocable Trust is c/o Riesling Power LLC, 9 Federal Street, Easton, Maryland 21601. | |
| (c) | Item 2(c) is amended to include the following:
The Prager Revocable Trust was formed for estate planning purposes. The Prager Revocable Trust is the sole member of Riesling. Mr. Paul B. Prager is the sole trustee of the Prager Revocable Trust and may be deemed to have the power to direct the voting and disposition of the Common Stock beneficially owned by the Prager Revocable Trust. Accordingly, pursuant to the regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Paul B. Prager may be deemed to be a beneficial owner of the Common Stock held for the account of the Prager Revocable Trust. | |
| (d) | Item 2(d) is amended to include the following:
The Prager Revocable Trust has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Item 2(e) is amended to include the following:
The Prager Revocable Trust has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Item 2(f) is amended to include the following:
The Prager Revocable Trust is organized under the laws of New York. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On October 9, 2024, Mr. Prager contributed the interests of Riesling to the Prager Revocable Trust.
On December 24, 2024, Stammtisch transferred 1,000,000 shares of Common Stock to Riesling.
On December 30, 2024, Stammtisch transferred 100,000 shares of Common Stock to Riesling. | ||
| Item 4. | Purpose of Transaction | |
No material change. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is amended as follows:
Reference to percentage ownerships of Common Stock in this Schedule 13D are based on 385,907,681 shares of Common Stock of the Issuer, issued and outstanding as of November 11, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q, dated November 12, 2024.
(a) and (b)
(i) As of the date of this Schedule 13D, Stammtisch may be deemed to be the beneficial owner of 2,089,883 shares of Common Stock (approximately 0.5% of Common Stock), which it holds directly. Stammtisch may be deemed to have sole dispositive power with respect to such shares of Common Stock.
(ii) As of the date of this Schedule 13D, Mr. Paul B. Prager may be deemed to be the beneficial owner of 26,984,880 shares of Common Stock (approximately 7.0% of Common Stock). Of such 26,984,880 shares of Common Stock, Mr. Paul B. Prager has a beneficial ownership interest with respect to 894,000 shares he owns directly, 2,198,883 shares of Common Stock by virtue of his position as the sole manager and president of Stammtisch, 654,706 shares of Common Stock by virtue of his position as the managing member of Lucky Liefern, 5,000 shares of Common Stock by virtue of his position as the sole managing member of Heorot, 1,971,778 shares underlying warrants held by Allin Wulf, 260,513 shares held by Beowulf E&D and 21,000,000 shares of Common Stock by virtue of his position as the sole trustee of the Prager Revocable Trust, which is the sole member of Riesling. Mr. Paul B. Prager may be deemed to have sole voting power and sole dispositive power with respect to all such 26,984,880 shares of Common. Mr. Paul B. Prager disclaims beneficial ownership of all such shares of Common Stock.
(iii) As of the date of this Schedule 13D, Lucky Liefern may be deemed the beneficial owner of 654,706 shares of Common Stock (approximately 0.2% of Common Stock), which it holds directly. Lucky Liefern may be deemed to have sole voting and dispositive power with respect to such shares of Common Stock.
(iv) As of the date of this Schedule 13D, Heorot may be deemed the beneficial owner of 5,000 shares of Common Stock (approximately 0.0% of Common Stock), which it holds directly. Heorot may be deemed to have sole voting and dispositive power with respect to such shares of Common Stock.
(v) As of the date of this Schedule 13D, Allin WULF may be deemed the beneficial owner of 1,971,778 shares of Common Stock (approximately 0.4% of Common Stock) underlying warrants it holds directly. Allin Wulf may be deemed to have sole voting and dispositive power with respect to such shares of Common Stock.
(vi) As of the date of this Schedule 13D, Beowulf E&D may be deemed the beneficial owner of 260,513 shares of Common Stock (approximately 0.0% of Common Stock), which it holds directly. Beowulf E&D may be deemed to have sole voting and dispositive power with respect to such shares of Common Stock.
(vii) As of the date of this Schedule 13D, Riesling may be deemed the beneficial owner of 21,100,000 shares of Common Stock (approximately 5.5% of Common Stock), which it holds directly. Riesling may be deemed to have sole voting and dispositive power with respect to such shares of Common Stock.
(vii) As of the date of this Schedule 13D, the Prager Revocable Trust may be deemed the beneficial owner of 21,100,000 shares of Common Stock (approximately 5.5% of Common Stock), by virtue of its position as the sole managing member of Riesling. The Prager Revocable Trust may be deemed to have sole voting and dispositive power with respect to such shares of Common Stock. | |
| (b) | See Item 5(a). | |
| (c) | The information set forth in Item 3 above is hereby incorporated into this Item 5(c) by reference, as applicable. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth under Item 3 above is incorporated herein by reference.
As of the date of this Amendment No. 14, a total of 1,100,000 shares of Common Stock are held in one or more brokerage accounts subject to customary collateral arrangements | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1: Joint Filing Agreement among the Reporting Persons. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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