TeraWulf Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On August 13, 2025, TeraWulf Inc. (the “Company”) announced that its indirect subsidiary Akela Data LLC (“Akela”) had entered into two Datacenter Lease Agreements (the “Fluidstack Leases”) with Fluidstack USA I Inc., a Delaware corporation (“Fluidstack”), pursuant to which Akela has agreed to lease property at the Company’s Lake Mariner data center campus in upstate New York to Fluidstack, including all structures, equipment, facilities and fixtures located thereon (the “Premises”). The Premises will provide more than 200 megawatts (MW) of critical IT load for high-performance computing (“HPC”) data center operations. Akela is expected to complete construction and deliver the Premises to Fluidstack in two phases in 2026. Fluidstack’s obligations to pay rent under each of the Fluidstack Leases begin on the completion date for each lease and continue for a 10-year term.
In connection with the Fluidstack Leases, the Company entered into the following agreements.
Recognition Agreements
On August 13, 2025, Akela entered into two Recognition Agreements for CB-3 and CB-4, respectively (the “Google Recognition Agreements”), among Akela, Fluidstack and Google LLC (“Google”), pursuant to which Google has agreed to backstop (the “Google BackStop”) certain obligations of Fluidstack under the Fluidstack Leases. The Google BackStop under each Google Recognition Agreement will become effective as of the commencement date under the corresponding Fluidstack Lease.
In the event of a payment default under a Fluidstack Lease, or if Fluidstack becomes subject to an insolvency event, following notice from Akela, Google will have the option to either (i) pay the termination fee under such Fluidstack Lease or (ii) pay all rent currently due under the Fluidstack Lease and assume the Fluidstack Lease as the tenant thereunder.
The description of the Google Recognition Agreements is qualified in its entirety by reference to the full and complete terms of the Google Recognition Agreements, a form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
On August 13, 2025, Akela entered into two additional recognition agreements with certain providers setting forth certain rights and obligations with respect to certain property to be used on the Premises in connection with the Fluidstack Leases and providing for certain cure rights in the event of a default under the Fluidstack Leases and, in certain circumstances, the right to assume the Fluidstack Leases.
Warrant Agreements
On August 13, 2025, in consideration for Google providing the Google BackStop, the Company entered into two Warrant Agreements for CB-3 and CB-4, respectively (the “Warrant Agreements”) with Google, pursuant to which the Company issued to Google warrants (the “Warrants”) to purchase a total of 41,011,803 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), for an exercise price of $0.01 per share of the Common Stock. As a condition to receiving the Warrants prior to the effective dates applicable to the Google BackStop, Google has agreed to pledge the Warrants for the benefit of the lenders under certain financing transactions in connection with construction of the Premises pursuant to a customary warrant pledge agreement until such time as the Google BackStop becomes effective.
The description of the Warrant Agreements is qualified in its entirety by reference to the full and complete terms of the Warrant Agreements, a form of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.
Item 7.01. Regulation FD.
On August 14, 2025, the Company issued a press release announcing the Fluidstack Leases and related transactions and posted a related investor presentation. Copies of the press release and investor presentation are furnished hereto as Exhibits 99.1 and 99.2, respectively.
The information contained in Item 7.01 of this Report (as well as in Exhibits 99.1 and 99.2 attached hereto) is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended or the Exchange Act.
Item 8.01. Other Events.
In connection with the Fluidstack Leases, Akela has agreed to pay CBRE, Inc. an initial commission of $30 million payable in installments over time and upon the commencement dates of the CB-3 and CB-4 data center leases, and an additional commission of approximately $20 million if Akela and Fluidstack enter into a data center lease for additional capacity on or before March 31, 2026.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 4.1* | Form of Warrant Agreement, dated August 13, 2025, by and between TeraWulf Inc. and Google LLC. | |
| 10.1* | Form of Recognition Agreement, dated August 13, 2025, Akela Data LLC, Fluidstack USA I Inc. and Google LLC. | |
| 99.1 | Press release issued by TeraWulf Inc., dated August 14, 2025. | |
| 99.2 | Investor Presentation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
*Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements include statements concerning anticipated future events and expectations that are not historical facts. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. In addition, forward-looking statements are typically identified by words such as “plan,” “believe,” “goal,” “target,” “aim,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “seek,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “strategy,” “opportunity,” “predict,” “should,” “would” and other similar words and expressions, although the absence of these words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on the current expectations and beliefs of TeraWulf’s management and are inherently subject to a number of factors, risks, uncertainties and assumptions and their potential effects. There can be no assurance that future developments will be those that have been anticipated. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, risks, uncertainties and assumptions, including, among others: (1) the ability to mine bitcoin profitably; (2) our ability to attract additional customers to lease our HPC data centers; (3) our ability to perform under our existing data center lease agreements; (4) changes in applicable laws, regulations and/or permits affecting TeraWulf’s operations or the industries in which it operates; (5) the ability to implement certain business objectives, including its bitcoin mining and HPC data center development, and to timely and cost-effectively execute related projects; (6) failure to obtain adequate financing on a timely basis and/or on acceptable terms with regard to expansion or existing operations; (7) adverse geopolitical or economic conditions, including a high inflationary environment, the implementation of new tariffs and more restrictive trade regulations; (8) the potential of cybercrime, money-laundering, malware infections and phishing and/or loss and interference as a result of equipment malfunction or break-down, physical disaster, data security breach, computer malfunction or sabotage (and the costs associated with any of the foregoing); (9) the availability and cost of power as well as electrical infrastructure equipment necessary to maintain and grow the business and operations of TeraWulf; (10) operational and financial risks associated with the expansion of the Lake Mariner data center, including risks associated with financing project-related costs; and (11) other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. TeraWulf does not assume any obligation to publicly update any forward-looking statement after it was made, whether as a result of new information, future events or otherwise, except as required by law or regulation. Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion of risk factors contained in the Company’s filings with the SEC, which are available at www.sec.gov.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: August 14, 2025
| TERAWULF INC. | ||
| By: | /s/ Stefanie C. Fleischmann | |
| Name: | Stefanie C. Fleischmann | |
| Title: | Chief Legal Officer and Corporate Secretary | |