STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

New Jason Griffin

(Last)

(First)

(Middle)

1100 PARK AVENUE

APT. 4A

(Street)

NEW YORK

10128

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TERAWULF INC. [ WULF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/18/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

**Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned**
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, $0.001 par value per share	10/18/2023		J		1,198,295	D	⁽¹⁾	0	D
Common stock, $0.001 par value per share	10/19/2023		J		39,617	A	⁽²⁾	39,617	D
Common stock, $0.001 par value per share	10/19/2023		J		39,617	D	⁽³⁾	0	D
Common stock, $0.001 par value per share	10/19/2023		J		39,617	A	⁽³⁾	39,617	I	NovaWulf Partners Fund New LLC

**Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned**
**(e.g., puts, calls, warrants, options, convertible securities)**
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	$0.01	10/19/2023		A⁽²⁾		613,326		04/01/2024	12/31/2025	Common stock, $0.001 par value per share	613,326	$0.01	613,326	D
Warrants	$1	10/19/2023		A⁽²⁾		306,663		04/01/2024	12/31/2026	Common stock, $0.001 par value per share	306,663	$1	306,663	D

Explanation of Responses:

1. 599,147 shares of common stock, par value $0.001 per share, were contributed by the Reporting Person to 29TH Street Trust FBO BEN for no consideration, and 599,148 shares of common stock, par value $0.001 per share, were contributed by the Reporting Person to 29TH Street Trust FBO CKN for no consideration.

2. NovaWulf Digital Private Fund LLC distributed warrants and shares of common stock, par value $0.001 per share, to its members, including the Reporting Person.

3. This transaction involved the Reporting Person's contribution of 39,617 shares of common stock, par value $0.001 per share to NovaWulf Partners Fund New LLC ("NovaWulf Fund New"). The Reporting Person is the sole manager of NovaWulf Fund New, and, as a result, may be deemed to beneficially own the shares of common stock held by NovaWulf Fund New. The Reporting Person disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein, and the inclusion of such shares of common stock in this report shall not be deemed an admission of beneficial ownership of all of the reported shares of common stock for purposes of Section 16 of the Exchange Act, or for any other purpose.

Remarks:

	/s/ Jason Griffin New	10/20/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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