SC 13D/A 1 tmb-20220902xsc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

TERAWULF Inc.

(Name of Issuer)

Common stock, par value $0.001 per share

(Title of Class of Securities)

88080T 104

(CUSIP Number)

Stammtisch Investments LLC

9 Federal Street

Easton, Maryland 21601
(410) 770-9500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 2, 2022

(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. ◻

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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, as amended (the “Act”), or otherwise subject to the liabilities of Section 18 of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 88080T 104

SCHEDULE 13D

Page 2 of 12

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stammtisch Investments LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ◻ (b) ⌧
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX 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		7	SOLE VOTING POWER 48,852,405
				8	SHARED VOTING POWER -0-
				9	SOLE DISPOSITIVE POWER 30,879,973
				10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,852,405
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			◻
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.8%⁽¹⁾
14	TYPE OF REPORTING PERSON OO

Based on 106,700,273 shares of common stock, par value $0.001 per share, of TeraWulf Inc. (the “Issuer”) issued and outstanding as of August 15, 2022 as reported in the Issuer’s Quarterly Periodic Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on August 15, 2022.

CUSIP No. 88080T 104

SCHEDULE 13D

Page 3 of 12

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Paul B. Prager
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ◻ (b) ⌧
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			◻
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 67,587,197
				8	SHARED VOTING POWER -0-
				9	SOLE DISPOSITIVE POWER 40,103,058
				10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 67,587,197
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			◻
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 63.3%⁽²⁾
14	TYPE OF REPORTING PERSON IN

²	Based on 106,700,273 shares of common stock, par value $0.001 per share, of the Issuer, issued and outstanding as of August 15, 2022 as reported in the Issuer’s Quarterly Periodic Report on Form 10-Q filed by the Issuer with the Commission on August 15, 2022.

CUSIP No. 88080T 104

SCHEDULE 13D

Page 4 of 12

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bayshore Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ◻ (b) ⌧
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			◻
6	CITIZENSHIP OR PLACE OF ORGANIZATION Puerto Rico
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
				8	SHARED VOTING POWER -0-
				9	SOLE DISPOSITIVE POWER 14,180,411
				10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,180,411
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			◻
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3%⁽³⁾
14	TYPE OF REPORTING PERSON OO

³	Based on 106,700,273 shares of common stock, par value $0.001 per share, of the Issuer, issued and outstanding as of August 15, 2022 as reported in the Issuer’s Quarterly Periodic Report on Form 10-Q filed by the Issuer with the Commission on August 15, 2022.

CUSIP No. 88080T 104

SCHEDULE 13D

Page 5 of 12

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bryan Pascual
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ◻ (b) ⌧
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			◻
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
				8	SHARED VOTING POWER -0-
				9	SOLE DISPOSITIVE POWER 14,430,411
				10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,430,411
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			◻
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.5%⁽⁴⁾
14	TYPE OF REPORTING PERSON IN

⁴	Based on 106,700,273 shares of common stock, par value $0.001 per share, of the Issuer, issued and outstanding as of August 15, 2022 as reported in the Issuer’s Quarterly Periodic Report on Form 10-Q filed by the Issuer with the Commission on August 15, 2022.

CUSIP No. 88080T 104

SCHEDULE 13D

Page 6 of 12

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lucky Liefern LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ◻ (b) ⌧
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX 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		7	SOLE VOTING POWER 654,706
				8	SHARED VOTING POWER -0-
				9	SOLE DISPOSITIVE POWER 654,706
				10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 654,706
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			◻
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6%⁽⁵⁾
14	TYPE OF REPORTING PERSON OO

CUSIP No. 88080T 104

SCHEDULE 13D

Page 7 of 12

⁵	Based on 106,700,273 shares of common stock, par value $0.001 per share, of the Issuer, issued and outstanding as of August 15, 2022 as reported in the Issuer’s Quarterly Periodic Report on Form 10-Q filed by the Issuer with the Commission on August 15, 2022.

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Heorot Power Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ◻ (b) ⌧
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX 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		7	SOLE VOTING POWER 375,000
				8	SHARED VOTING POWER -0-
				9	SOLE DISPOSITIVE POWER 375,000
				10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 375,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			◻
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%⁽⁶⁾
14	TYPE OF REPORTING PERSON CO

CUSIP No. 88080T 104

SCHEDULE 13D

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⁶	Based on 106,700,273 shares of common stock, par value $0.001 per share, of the Issuer, issued and outstanding as of August 15, 2022 as reported in the Issuer’s Quarterly Periodic Report on Form 10-Q filed by the Issuer with the Commission on August 15, 2022.

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Somerset Operating Company, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ◻ (b) ⌧
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX 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		7	SOLE VOTING POWER 8,510,638
				8	SHARED VOTING POWER -0-
				9	SOLE DISPOSITIVE POWER 8,510,638
				10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,510,638
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			◻
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0%⁽⁷⁾
14	TYPE OF REPORTING PERSON OO

CUSIP No. 88080T 104

SCHEDULE 13D

Page 9 of 12

⁷	Based on 106,700,273 shares of common stock, par value $0.001 per share, of the Issuer, issued and outstanding as of August 15, 2022 as reported in the Issuer’s Quarterly Periodic Report on Form 10-Q filed by the Issuer with the Commission on August 15, 2022.

Item 1. Security and Issuer.

This Amendment No. 2 (“Amendment No. 2”) 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 (the “Schedule 13D”) and is filed by (i) Stammtisch Investments LLC, a Delaware limited liability company (“Stammtisch”), (ii) Mr. Paul B. Prager, (iii) Bayshore Capital LLC, a Puerto Rico limited liability company (“Bayshore”), (iv) Mr. Bryan Pascual, (v) Lucky Liefern LLC (“Lucky Liefern”), (vi) Heorot Power Holdings LLC (“Heorot”) and (vii) Somerset Operating Company, LLC (“Somerset”) (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. 2 is to add Heorot and Somerset as Reporting Persons and to disclose recent transactions identified in Item 3.

Item 2. Identity and Background.

Item 2 is amended to add Heorot Power Holdings LLC and Somerset Operating Company, LLC as Reporting Persons. Item 2 is amended to include the following:

(a)Heorot Power Holdings LLC and Somerset Operating Company, LLC

(b)The address of each of Heorot and Somerset is 9 Federal Street, Easton, Maryland 21601.

(c)

Heorot was formed in order to acquire, hold and dispose of investments in the power industry. Mr. Paul B. Prager is the sole manager of Heorot, and may be deemed to have the power to direct the voting and disposition of the Common Stock beneficially owned by Heorot. 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 Heorot.

Somerset was formed in order to acquire, hold and dispose of investments in the power industry, including real estate. Mr. Paul B. Prager is the sole manager of Somerset, and may be deemed to have the power to direct the voting and disposition of the Common Stock beneficially owned by Somerset Accordingly, pursuant to the regulations promulgated under Section 13(d) of the Exchange Act, Mr. Paul B. Prager may be deemed to be a beneficial owner of the Common Stock held for the account of Somerset.

(d)	Neither Heorot nor Somerset has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

Neither Heorot nor Somerset has, 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)	Each of Heorot and Somerset is a Delaware limited liability company.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is amended to add the following:

On September 2, 2022, the Issuer issued 8,510,638 shares to Somerset in lieu of cash in connection with that certain Second Amendment to Lease Agreement, dated as of July 1, 2022, between Somerset and Lake Mariner Data LLC, a subsidiary of the Issuer. Any proceeds from future sales of the shares of Common Stock are expected to be used to pay operating expenses of Somerset and its commonly-controlled affiliates.

CUSIP No. 88080T 104

SCHEDULE 13D

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Item 4. Purpose of Transaction.

No material change.

Item 5. Interest in Securities of the Issuer.

Item 5 is amended as follows:

Reference to percentage ownerships of the Common Stock in this Schedule 13D are based on 106,700,723 shares of Common Stock issued and outstanding as of August 15, 2022 as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Commission on August 15, 2022.

(a)

and (b)

(i)

As of the date of this Schedule 13D, Stammtisch may be deemed to be the beneficial owner of 48,852,405 shares of the Common Stock (approximately 45.8% of the Common Stock), 30,879,973 of which it holds directly and 17,972,432 of which it exercises voting authority pursuant to irrevocable voting proxies executed by Bayshore and other holders in favor of Stammtisch. Stammtisch may be deemed to have sole voting power with respect to 48,852,405 shares of the Common Stock and sole dispositive power with respect to 30,879,973 shares of the Common Stock. Stammtisch disclaims beneficial ownership of such shares of the Common Stock, except with respect to 30,879,973 shares of the Common Stock it holds directly.

(ii)

As of the date of this Schedule 13D, Mr. Paul B. Prager may be deemed to be the beneficial owner of 67,587,197 shares of the Common Stock (approximately 63.3% of the Common Stock). Of such 67,587,197 shares of the Common Stock, Mr. Paul B. Prager has a beneficial ownership interest with respect to 48,852,405 shares of the Common Stock by virtue of his position as the sole manager and president of Stammtisch, 654,706 shares of the Common Stock by virtue of his position as the managing member of Lucky Liefern, 375,000 shares of the Common Stock by virtue of his position as the sole managing member of Heorot, 8,510,638 shares of the Common Stock by virtue of his position as the sole managing member of Somerset, and 9,511,707 shares of the Common Stock owned by various individuals, trusts and limited liability companies by virtue of irrevocable voting proxies executed by such individuals, trusts and limited liability companies in favor of Mr. Paul B. Prager. Mr. Paul B. Prager may be deemed to have sole voting power with respect to 67,587,197 shares of the Common Stock and sole dispositive power with respect to 40,103,058 shares of the Common Stock. Mr. Paul B. Prager disclaims beneficial ownership of all such shares of the Common Stock

(iii)

As of the date of this Schedule 13D, Bayshore may be deemed to be the beneficial owner of 14,180,411 shares of the Common Stock (approximately 13.3% of the Common Stock), which it holds directly. Bayshore may be deemed to have sole dispositive power with respect to such shares of the Common Stock.

(iv)

As of the date of this Schedule 13D, Mr. Bryan Pascual may be deemed to be the beneficial owner of 14,430,411 shares of the Common Stock (approximately 13.5% of the Common Stock). Of such 14,430,411 shares of the Common Stock, Mr. Bryan Pascual has a beneficial ownership interest with respect to the 14,180,411 shares of the Common Stock by virtue of the BJP Revocable Trust’s position as the controlling member of Bayshore, and with respect to 250,000 shares of the Common Stock into which the shares of Series A Preferred Stock held by the BJP Revocable Trust are convertible as of March 21, 2022. Mr. Bryan Pascual may be deemed to have sole dispositive power with respect to the 14,430,411 shares of the Common Stock.

(v)

As of the date of this Schedule 13D, Lucky Liefern may be deemed the beneficial owner of 654,706 shares of the Common Stock (approximately 0.6% of the Common Stock), which it holds directly. Lucky Liefern may be deemed to have sole dispositive power with respect to such shares of the Common Stock.

CUSIP No. 88080T 104

SCHEDULE 13D

Page 11 of 12

(vi)

As of the date of this Schedule 13D, Heorot may be deemed the beneficial owner of 375,000 shares of the Common Stock (approximately 0.4% of the Common Stock), which it holds directly. Heorot may be deemed to have sole dispositive power with respect to such shares of the Common Stock.

(vii)

As of the date of this Schedule 13D, Somerset may be deemed the beneficial owner of 8,510,638 shares of the Common Stock (approximately 8.0% of the Common Stock), which it holds directly. Somerset may be deemed to have sole dispositive power with respect to such shares of the Common Stock.

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.

Item 6 is amended to add the following:

Joint Filing Agreement

On September 2, 2022, each of the Reporting Persons entered into an agreement (the “Joint Filing Agreement”), pursuant to which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on this Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.

The Joint Filing Agreement is attached as Exhibit 23 hereto and is incorporated into this Item 6 by reference.

Item 7. Material to be Filed as Exhibits.

Exhibit 23:

Joint Filing Agreement, dated September 2, 2022, as required by Rule 13d-1(k)(1) under the Exchange Act.

CUSIP No. 88080T 104

SCHEDULE 13D

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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.

Date: September 2, 2022

STAMMTISCH INVESTMENTS LLC

By: _/s/ Paul B. Prager______________
Paul B. Prager
President and Manager

_/s/ Paul B. Prager______________
PAUL B. PRAGER

BAYSHORE CAPITAL LLC

By: _/s/ Bryan Pascual______________
Bryan Pascual
Chief Executive Officer, President and Secretary

_/s/ Bryan Pascual______________
BRYAN PASCUAL

LUCKY LIEFERN, LLC

By: _/s/ Paul B. Prager______________
Paul B. Prager
Managing Member

HEOROT POWER HOLDINGS, LLC

By: _/s/ Paul B. Prager______________
Paul B. Prager
Managing Member

SOMERSET OPERATING COMPANY, LLC

By: _/s/ Paul B. Prager______________
Paul B. Prager
Managing Member

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

SEC Form SC 13D/A filed by TeraWulf Inc. (Amendment)