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Filing Details

Accession Number:: 0001104659-22-107811
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-10-11 19:34:40
Reporting Period:: 2022-10-06

Accepted Time:: 2022-10-11 19:34:40
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1083301	Terawulf Inc.	WULF	Services-Computer Processing & Data Preparation (7374)	871909475

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1885426	Bayshore Capital Llc	53 Palmeras Street Suite 601 San Juan PR 00901		No	No	Yes	No
1897085	J. Bryan Pascual	53 Palmeras Street Suite 601 San Juan PR 00901		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $0.001 Par Value Per Share	Acquisiton	2022-10-06	1,587,302	$0.00	15,926,342	No	4	P	Indirect	By LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrants to Purchase Common Stock	Acquisiton	2022-10-06	1,587,302	$0.00	1,587,302	$1.93

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,587,302	2022-10-06	2027-10-06	No	4	P	Indirect

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Series A Convertible Preferred Stock	$0.00			250,000	2,500	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	250,000	2,500	Indirect

Footnotes

Represents the purchase of 1,587,302 units of the Issuer ("Units"), with each Unit consisting of one share of Common Stock (defined below) and one warrant to purchase one share of Common Stock ("Warrants"), at a price of $1.26 per Unit for an aggregate purchase price of $2,000,000. The shares of the Common Stock and the Warrants comprising the Units were issued separately and are tradeable separately.
The reported shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), and warrants to purchase Common Stock are held Bayshore Capital LLC ("Bayshore"). The BJP Revocable Trust dated December 10, 2021 (the "Trust") is the sole member of Bayshore. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the Issuer securities held by the Trust. Each of Bayshore, the Trust and Mr. Pascual disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.
Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.
As of the date of the acquisition of the Preferred Stock, the 2,500 shares of Preferred Stock reported on this report were convertible into 250,000 shares of Common Stock. The Preferred Stock does not expire.
The reported shares of Preferred Stock are held by the Trust. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the shares of Preferred Stock held by the Trust. Each of the Trust and Mr. Pascual disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein, and the inclusion of such 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.