0001083301
true
On December 13, 2021 (the "Closing Date"), TeraWulf Inc. (formerly known as Telluride Holdco, Inc.), a Delaware corporation ("TeraWulf"), completed the previously announced strategic business combination pursuant to the agreement and plan of merger, dated as of June 24, 2021 (as amended, supplemented or otherwise modified prior to the Closing Date, the "Merger Agreement"), by and among 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 the terms of the Merger Agreement, (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, and (ii) Merger Sub II, a wholly-owned subsidiary of TeraWulf, merged with and into TeraCub (the "Second Merger" and, together with the First Merger, the "Mergers"), with TeraCub surviving the Second Merger. In connection with or as a result of the First Merger and the Second Merger, each of IKONICS and TeraCub became a wholly-owned subsidiary of TeraWulf. In addition, in connection with the consummation of the Mergers, "Telluride Holdco, Inc." was renamed "TeraWulf Inc.", and "TeraWulf Inc." was renamed "TeraCub Inc.".
0001083301
2021-12-13
2021-12-13
iso4217:USD
xbrli:shares
iso4217:USD
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): December 17, 2021 (December 13, 2021)
TERAWULF
INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-41163
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85-1909475
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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9 Federal Street
Easton, Maryland 21601
(Address of principal executive offices, including zip code)
(410) 770-9500
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Common stock, $0.001 par value per share
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WULF
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
EXPLANATORY
Note
On December 13, 2021 (the “Closing
Date”), TeraWulf Inc. (formerly known as Telluride Holdco, Inc.), a Delaware corporation (“TeraWulf”),
completed the previously announced strategic business combination pursuant to the agreement and plan of merger, dated as of June 24, 2021
(as amended, supplemented or otherwise modified prior to the Closing Date, the “Merger Agreement”), by and among
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 the terms of the Merger Agreement, (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, and
(ii) Merger Sub II, a wholly-owned subsidiary of TeraWulf, merged with and into TeraCub (the “Second Merger”
and, together with the First Merger, the “Mergers”), with TeraCub surviving the Second Merger. In connection
with or as a result of the First Merger and the Second Merger, each of IKONICS and TeraCub became a wholly-owned subsidiary of TeraWulf.
In addition, in connection with the consummation of the Mergers, “Telluride Holdco, Inc.” was renamed “TeraWulf Inc.”,
and “TeraWulf Inc.” was renamed “TeraCub Inc.”.
On the Closing Date, TeraWulf filed a Current
Report on Form 8-K under Items 1.01, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01 and 9.01 of the Current Report on Form 8-K to report
the consummation of the Mergers and related matters (the “Original Report”). This Current Report on Form 8-K/A
is being filed to amend the Original Report to provide (i) certain historical unaudited interim financial information of TeraCub as of
September 30, 2021 and for the three and six months ended September 30, 2021 under Item 9.01(a) of the Current Report on Form 8-K, (ii)
certain historical unaudited interim financial information of Nautilus Cryptomine LLC as of September 30, 2021 and for the six months
ended September 30, 2021 under Item 9.01(a) of the Current Report on Form 8-K and (iii) certain unaudited pro forma condensed combined
financial information of TeraWulf as of September 30, 2021 and for the nine months ended September 30, 2021 and the year ended December
31, 2020 under Item 9.01(b) of the Current Report on Form 8-K.
Capitalized terms used but not defined herein
have the meanings ascribed to such terms in the Original Report.
Item 9.01. Financial Statements and Exhibits.
(a) Financial
statements of businesses acquired.
The unaudited interim
condensed consolidated financial statements of TeraCub Inc. and subsidiaries as of September 30, 2021 and for the three and six months
ended September 30, 2021, and accompanying notes, are attached as Exhibit 99.1 and are incorporated by reference into this Current Report
on Form 8-K/A.
The unaudited interim
condensed financial statements of Nautilus Cryptomine LLC as of September 30, 2021 and for the six months ended September 30, 2021, and
accompanying notes, are attached as Exhibit 99.2 and are incorporated by reference into this Current Report on Form 8-K/A.
(b) Pro
forma financial information.
The unaudited pro forma
condensed combined balance sheet of TeraWulf Inc. as of September 30, 2021 and the unaudited pro forma condensed combined statements of
operations of TeraWulf Inc. for the nine months ended September 30, 2021 and the year ended December 31, 2020, and accompanying notes,
are attached as Exhibit 99.3 and are incorporated by reference into this Current Report on Form 8-K/A.
(d)
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated: December 17, 2021
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TERAWULF INC.
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By:
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/s/ Kenneth J. Deane
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Name:
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Kenneth J. Deane
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Title:
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Chief Financial Officer and Treasurer
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