Common use of ABOUT THIS PROSPECTUS Clause in Contracts

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”), using a “shelf” registration process. Under this shelf registration process, we may offer and sell from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereof, in one or more offerings in amounts, at prices and on terms that we determine at the time of the offering, with an aggregate initial offering price of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies). This prospectus provides you with a general description of the securities. Each time we offer the securities, we will provide a prospectus supplement that describes the terms of the offering. The prospectus supplement also may add, update or change information contained in this prospectus. Before making an investment decision, you should read carefully both this prospectus and any prospectus supplement together with the documents incorporated by reference into this prospectus as described below under the heading “Incorporation by Reference.” The registration statement that contains this prospectus, including the exhibits to the registration statement and the information incorporated by reference, provides additional information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided in the registration statement, this prospectus and in any prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Information.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”), ) using a “shelf” registration process. Under this shelf registration process, we may offer and sell any combination of the securities described in this prospectus from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereof, in one or more offerings in amountsofferings. Before purchasing any securities, at prices you should read this prospectus and on terms that we determine at any applicable prospectus supplement together with the time additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of the offering, with an aggregate initial offering price of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies). Certain Information by Reference.” This prospectus only provides you with a general description of the securitiessecurities we may offer. Each time we offer the securitiesand sell a type or series of securities under this prospectus, we will provide a prospectus supplement that describes will contain more specific information about the terms of the offering, including the specific amounts, prices and terms of the securities offered or sold. The This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. Each such prospectus supplement that we may authorize to be provided to you may also may add, update or change information contained in this prospectus. Before making an investment decision, you should read carefully both this prospectus and any prospectus supplement together with the or in documents incorporated by reference into this prospectus as described below under the heading “Incorporation by Reference.” The registration statement that contains this prospectus, including the exhibits to the registration statement and the information incorporated by reference, provides additional information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided in the registration statement, If this prospectus and in any is inconsistent with the prospectus supplement, including you should rely upon the information incorporated by referenceprospectus supplement. We have not authorized anyone to provide you with different informationany information other than that contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any permitted free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement to this or in any such free writing prospectus is accurate at as of any date other than the date indicated on the cover page of these documentstheir respective date. We are not making This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find More Information.” This prospectus incorporates by reference, and any jurisdiction where prospectus supplement may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the offer accuracy or sale is completeness of this information and we have not permittedindependently verified this information. We may sell In addition, the securities to or through underwriters, dealers or agents or directly to purchasers. The securities market and industry data and forecasts that may be sold for U.S. dollarsincluded or incorporated by reference in this prospectus or any prospectus supplement may involve estimates, foreign-denominated currencyassumptions and other risks and uncertainties and are subject to change based on various factors, currency units or composite currencies. Amounts payable with respect to any securities may be payable including those discussed under the heading “Risk Factors” contained in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in this prospectus and the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered under similar headings in other documents that are incorporated by the prospectus supplement. In reference into this prospectus. Accordingly, investors should not place undue reliance on this information. Unless we state otherwise or the context otherwise requires, the terms “TeraWulf,” “we,” “us,” “our,” “our business” “Canoo,” “the Company” and “ourour company” refer to TeraWulf and similar references refer to Canoo Inc. and its consolidated subsidiaries. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed This prospectus is part of a registration statement relating on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the securities offered by this prospectus with the SEC. This prospectus is exhibits that are a part of that the registration statementstatement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, which includes additional informationagreement or other document. You may obtain copies of the registration statement and its exhibits via the SEC’s XXXXX database. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other informationinformation with the SEC under the Exchange Act. Such reports include our audited financial statements. Our publicly available filings can be found on The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC’s website . You may obtain documents that we file with the SEC at xxx.xxx.xxx. Our filings, including website address is xxx.xxxxx.xxx. We do not incorporate the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Information.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports supplement, and you should not consider any information on, or that are expressly incorporated by reference herein)can be accessed through, our website as part of this prospectus or any prospectus supplement. Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000website address is included in this prospectus as an inactive textual reference only.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”), ) using a “shelf” registration process. Under this shelf registration process, we may offer and sell from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereof, the securities described in this prospectus in one or more offerings in amounts, at prices and on terms that we determine at the time of the offering, with an aggregate initial offering price of up not to exceed $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies)50,000,000. This prospectus provides you with a general description of the securitiessecurities we may offer. Each time we offer the to sell securities, we will provide a supplement to this prospectus supplement that describes will contain specific information about the terms of the that offering. The prospectus supplement may also may add, update or change information contained in this prospectus. Before making an investment decision, It is important for you should read carefully both to consider the information contained in this prospectus and any prospectus supplement together with the documents incorporated by reference into this prospectus as additional information described below under the heading headings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” The registration statement that contains this prospectus, including the exhibits to the registration statement and the information incorporated by reference, provides additional information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided incorporated by reference or set forth in the registration statement, this prospectus and in any or the applicable prospectus supplement, including the information incorporated by reference. We have not authorized anyone else to provide you with additional or different information. You should not assume that the information in this prospectus, the applicable prospectus supplement or any supplement to this prospectus other offering material is accurate at as of any date other than the date indicated dates on the cover page front of these those documents. We Our logo and some of our trademarks and tradenames are used in this prospectus. This prospectus also includes trademarks, tradenames and service marks that are the property of others. Solely for convenience, trademarks, tradenames and service marks referred to in this prospectus may appear without the ®, ™ and SM symbols. References to our trademarks, tradenames and service marks are not making an offer intended to sell the securities indicate in any jurisdiction where way that we will not assert to the offer fullest extent under applicable law our rights or sale is the rights of the applicable licensor, nor that respective owners to other intellectual property rights will not permittedassert, to the fullest extent under applicable law, their rights thereto. We may sell do not intend the securities use or display of other companies’ trademarks and trade names to imply a relationship with, or through underwritersendorsement or sponsorship of us by any other companies. Since our patents are either held by us or our wholly-owned subsidiaries, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers not distinguish between patents held by us or agents involved our subsidiaries in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulf,” . References in this prospectus to “we,” “us,” and “our,” refer “Xenetic” or the “Company” are to TeraWulf Xenetic Biosciences, Inc. WHERE YOU CAN FIND MORE INFORMATION As required by and its subsidiaries. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This prospectus, any prospectus supplement and the Securities Act, other documents we have filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part SEC that are incorporated by reference herein contain forward-looking statements within the meaning of that registration statement, which includes additional information. We are subject to the reporting requirements Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended. All statements contained in this prospectus other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, future revenues, projected costs, prospects and our objectives for future operations, are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial forward-looking statements. Our publicly available filings can be found on These forward- looking statements include, but are not limited to, the SEC’s website at xxx.xxx.xxx. Our filingsanticipated effects and duration of the novel coronavirus, or COVID-19, global pandemic and the responses thereto, including the audited financial pandemic’s impact on general economic and additional information that we have made public to investorsmarket conditions, may also be found as well as on our website at xxx.xxxxxxxx.xxxbusiness, results of operations and financial condition; statements concerning our plans to develop our proposed drug candidates; our expectations regarding the nature, timing and extent of clinical trials; our expectations regarding the timing for proposed submissions of regulatory filings; the nature, timing and extent of collaboration arrangements; the expected results pursuant to collaboration arrangements including the receipts of future payments that may arise pursuant to collaboration arrangements; the outcome of our plans to obtain regulatory approval of our drug candidates; the outcome of our plans for the commercialization of our drug candidates; the development of the XCART™ Chimeric Antigen Receptor (“CAR”) T technology; our plans to apply the XCART technology to advance cell-based therapeutics by targeting the unique B cell receptor on the surface of an individual patient’s malignant tumor cells for the treatment of B-cell lymphomas; our beliefs regarding the expected results of the XCART technology, including its potential to significantly enhance the safety and efficacy of cell therapy for B- cell lymphomas by generating patient- and tumor-specific CAR T cells; and our anticipation that our primary focus will now be on advancing the XCART technology through regulatory approval and commercialization technology. Information on In some cases, these statements may be identified by terminology such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “seek,” “approximately,” “intend,” “predict,” “potential,” “projects,” or accessible through “continue,” or the negative of such terms and other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, we cannot guarantee future results, the levels of activity, performance or achievements. These statements involve known and unknown risks and uncertainties that may cause our website does not constitute part or our industry’s results, levels of this activity, performance or achievements to be materially different from those expressed or implied by forward-looking statements. 1 This prospectus (except for SEC reports expressly should be read together with our financial statements and related notes thereto incorporated by reference herein)in this prospectus. As permitted by SEC rulesThe forward-looking statements made herein are based on our current expectations, this prospectus does involve a number of risks and uncertainties and should not contain all be considered as guarantees of future performance. You should carefully consider these risks before you make an investment decision with respect to our securities, along with the following factors that could cause actual results to differ materially from our forward-looking statements: · failure to realize the anticipated potential of the information we have included XCART or PolyXen technology; · our ability to implement our business strategy; · our need to raise additional working capital in the registration statement future for the purpose of further developing our XCART technology and to continue as a going concern; · our ability to finance our business; · our ability to successfully execute, manage and integrate key acquisitions and mergers; · product development and commercialization risks, including our ability to successfully develop the accompanying exhibits XCART technology; · the impact of adverse safety outcomes and schedules clinical trial results for CAR-T cell therapies; · our ability to secure and maintain a manufacturer for the XCART technology; · our ability to successfully commercialize our current and future drug candidates; · our ability to achieve milestone and other payments associated with our current and future co-development collaborations and strategic arrangements; · the impact of new technologies on our drug candidates and our competition; · changes in laws or regulations of governmental agencies; · interruptions or cancellation of existing contracts; · impact of competitive products and pricing; · product demand and market acceptance and risks; · the presence of competitors with greater financial resources; · continued availability of supplies or materials used in manufacturing at the current prices; · the ability of management to execute plans and motivate personnel in the execution of those plans; · our ability to attract and retain key personnel; · adverse publicity related to our products or the Company itself; · adverse claims relating to our intellectual property; · the adoption of new, or changes in, accounting principles; · the costs inherent with complying with statutes and regulations applicable to public reporting companies, such as the Xxxxxxxx-Xxxxx Act of 2002; · other new lines of business that we file with may enter in the SEC. You may refer future; · general economic and business conditions, as well as inflationary trends; · the impact of natural disasters or public health emergencies, such as the COVID-19 global pandemic (including any new variant strains of the underlying virus), on our financial condition and results of operations; and · other risk factors as detailed from time to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file time in our reports filed with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • including our Annual Report annual report on Form 10-K for the fiscal year ended December 31K, 2020 (filed on March 3as amended, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports periodic quarterly reports on Form 10-Q for the quarters ended March 31Q, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports current reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report other documents filed with the SEC for the purpose of updating that descriptionSEC. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that These factors are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) not necessarily all of the Exchange Act after important factors that could cause actual results to differ materially from those expressed in the forward-looking statements in this prospectus. Other unknown or unpredictable factors also could have material adverse effects on our future results, including, but not limited to, those discussed in the section titled “Risk Factors.” The forward-looking statements in this prospectus are made only as of the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, and we do not undertake any applicable pricing supplement or obligation to publicly update any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within statements to reflect subsequent events or circumstances. We intend that all forward-looking statements be subject to the meaning safe-harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Information.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.3

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “Commission, or SEC”), using utilizing a “shelf” registration process. Under this shelf registration process, we may offer and sell from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereof, of the securities described in this prospectus in one or more offerings in amounts, at prices and on terms that we determine at the time of the offering, with an up to a total aggregate initial offering price of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies)250,000,000. This prospectus provides you with a general description of the securitiessecurities we may offer. Each time we offer the securitiessell securities under this prospectus, we will provide a prospectus supplement that describes will contain specific information about the terms of the that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also may add, update or change information contained in this prospectus. Before making an investment decision, you should read carefully both this prospectus and or in any prospectus supplement together with the documents that we have incorporated by reference into this prospectus. You should read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described below under the heading “Incorporation of Certain Information by Reference.,” The registration statement that contains before investing in any of the securities offered. THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT. Neither we, nor any agent, underwriter or dealer has authorized any person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus, including the exhibits any applicable prospectus supplement or any related free writing prospectus prepared by or on behalf of us or to the registration statement and the information incorporated by referencewhich we have referred you. This prospectus, provides additional information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided in the registration statement, any applicable supplement to this prospectus and or any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any prospectus supplement, including the information incorporated by reference. We have not authorized anyone jurisdiction to provide you with different informationany person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information in this prospectus or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent to the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting date set forth on the generality front of the preceding sentence, document or that any time information we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or have incorporated by reference in is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, including those set forth under “Risk Factors” any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date. This prospectus and those included under the heading “Risk Factors” information incorporated herein by reference contain summaries of certain provisions contained in our Registration Statement on Form S-4some of the documents described herein, which but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, statement of which this prospectus is a part, completely and with the understanding that our actual future results you may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find obtain copies of these documents, see those documents as described below under the heading “Where You Can Find More Information.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.”

ABOUT THIS PROSPECTUS. To understand the terms This prospectus provides you with a general description of the our securities offered by this prospectus, you being offered. You should carefully read this prospectus and any applicable prospectus supplement. You should also read together with the documents referred to additional information described under the heading “Where You Can Find More Additional Information” for information on us and the business conducted “Incorporation of Certain Information by us. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”), using a “shelfReference.” registration process. Under this shelf registration process, we may offer and sell from time to time shares of our common stocksell, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts either individually or units, or any combination thereofin combination, in one or more offerings in amountsofferings, at prices and on terms that we determine at the time any of the offeringsecurities described in this prospectus, with an aggregate initial offering price for total gross proceeds of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies)204,000,000. This prospectus only provides you with a general description of the securitiessecurities we may offer. Each time we offer the securitiesa type or series of securities under this prospectus, we will provide a prospectus supplement that describes will contain more specific information about the specific terms of the offering. The We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. This prospectus may not be used to sell our securities unless accompanied by a prospectus supplement. Each such prospectus supplement and any free writing prospectus that we may authorize to be provided to you may also may add, update or change information contained in this prospectus. Before making an investment decision, you should read carefully both this prospectus and any prospectus supplement together with the or in documents incorporated by reference into this prospectus as described below under the heading “Incorporation by Reference.” The registration statement that contains prospectus. We urge you to carefully read this prospectus, including the exhibits to the registration statement any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference, provides additional information about us reference as described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference” before you invest in our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided in the registration statement, this prospectus and in any prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. You should not assume that the information in addition to or different from that contained in this prospectus, any applicable prospectus supplement and any related free writing prospectus. We take no responsibility for, and can provide no assurances as to the reliability of, any information not contained in this prospectus, any applicable prospectus supplement or any supplement related free writing prospectus that we may authorize to this be provided to you. This prospectus is accurate at any date other than the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to only the securities offered by this prospectus with the SEC. This prospectus hereby, but only under circumstances and in jurisdictions where it is a part of that registration statement, which includes additional information. We are subject lawful to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectusdo so. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document and that any information incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus andthe document incorporated by reference, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result regardless of new information, future events or otherwise after the date time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security. We anticipate that subsequent events and developments will cause our views to change. You should read this This prospectus and contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement, statement of which this prospectus is a part, completely and with the understanding that our actual future results you may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find obtain copies of these documents, see those documents as described below under the heading “Where You Can Find More Additional Information.”. Unless otherwise mentioned or unless the context requires otherwise, throughout this prospectus, any applicable prospectus supplement and any related free writing prospectus, the words “Luminar”, “we”, “us”, “our”, the “company” More information about us or similar references refer to Luminar Technologies, Inc. and its subsidiaries; and the term “securities” refers collectively to our Class A common stock, preferred stock, debt securities, warrants or any combination of the foregoing securities. Luminar, the Luminar logo and our other registered or common law trademarks, service marks or trade names appearing in this prospectus are the property of Luminar. Solely for convenience, our trademarks, tradenames and service marks referred to in this prospectus appear without the ®, TM and SM symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames. Other trademarks, service marks and trade names used in this prospectus are the property of their respective owners. COMPANY OVERVIEW Our vision is to make autonomous transportation safe and ubiquitous. As a global leader in lidar autonomous driving technology, we are enabling the world’s first autonomous solutions for automotive series production in passenger cars and commercial trucks. Founded in 2012 by President and Chief Executive Officer Xxxxxx Xxxxxxx, we built a new type of lidar from the chip–level up, with technological breakthroughs across all core components. As a result, we have created what we believe is the only lidar sensor that meets the demanding performance, safety, and cost requirements for autonomous vehicles in production bypassing the traditional limitations of legacy lidar technology, while also enabling Advanced Driving Assistance Systems (“ADAS”) with our Proactive Safety solution. Integrating this advanced hardware with our custom developed software stack enables a turn–key autonomous solution to accelerate widespread adoption across automakers at series production scale. Our lidar hardware and software products help set the standard for safety in the industry, and are designed to enable accurate and reliable detection of some of the most challenging “edge cases” that autonomous vehicles can encounter on a regular basis. This is achieved by advancing existing lidar range and resolution to new levels, ensuring hard–to–see objects like a tire on the road ahead or a child that runs into the street are more likely to be detected. Our software is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000critical to interpreting the data and informing autonomous and assisted driving decisions.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is a part of a registration statement that we filed with the U.S. Securities and Exchange Commission (Commission, or the “SEC”), using a “shelf” shelf registration process”. Under this shelf registration process, we may offer and to sell from time to time shares any of our common stock, shares of our preferred stock, debt the securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereofof the securities, described in this prospectus, in each case in one or more offerings in amountsofferings, at prices and on terms that we determine at the time of the offering, with an aggregate initial offering price of up to a total dollar amount of $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies)300,000,000. This prospectus provides you with a general description of the securitiessecurities we may offer. Each time we offer the securitiessell securities pursuant to this prospectus, we will provide a prospectus supplement or free writing prospectus that describes will contain specific information about the terms of the that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also may add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus. Before making an investment decision, you should rely on the information in the prospectus supplement or free writing prospectus, as applicable. You should read carefully both this prospectus and any prospectus supplement together with the documents incorporated by reference into this prospectus as additional information described below under the heading “Where You Can Find More Information; Incorporation by Reference.” and any free writing prospectus that we may prepare and distribute. The registration statement that contains this prospectus, including the exhibits to the registration statement and the information incorporated by reference, provides contains additional information about us and our securitiesthe securities offered under this prospectus. That registration statement can be found on read at the SEC’s SEC website at xxx.xxx.xxx. mentioned above under the heading “Where You Can Find More Information.” You should rely only on the information provided in the registration statement, this prospectus and in any prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different informationany information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither this prospectus nor any accompanying prospectus supplement constitutes an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor does this prospectus or any prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information in this prospectus or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information appearing in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference free writing prospectus is accurate as of at any date other than the date of the applicable document. Any statement contained in a document incorporated that free writing prospectus, or deemed to be that any information we have incorporated by reference into this is correct on any date subsequent to the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus will be deemed to be modified incorporates by reference, and any prospectus supplement or superseded for purposes free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this prospectus to information and we have not independently verified this information. In addition, the extent market and industry data and forecasts that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those set forth under “Risk Factors” and those included discussed under the heading “Risk Factors” contained in our Registration Statement on Form S-4this prospectus, which is the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertaintiesAccordingly, you investors should not place undue reliance on these forward-looking statementsthis information. These forward-looking statements represent our estimates and assumptions only Unless the context otherwise requires or as of the date of otherwise expressly stated, references in this prospectus andto the “Company,” “Zynerba,” “we,” “us,” “our” and similar terms refer to Zynerba Pharmaceuticals, except as required by lawInc. and its subsidiary, Zynerba Pharmaceuticals Pty Ltd, unless we undertake no obligation to update state otherwise or review publicly any forward-looking statementsthe context indicates otherwise. Zynerba®, whether as a result Zygel ™ and our logo are some of new information, future events or otherwise after the date of our trademarks used in this prospectus. We anticipate This prospectus also includes trademarks, tradenames, and service marks that subsequent events are the property of other organizations. Solely for convenience, our trademarks and developments will cause our views tradenames referred to change. You should read in this prospectus and appear without the documents filed as exhibits ™ symbol, but those references are not intended to indicate, in any way, that we will not asset, to the registration statementfullest extent under applicable law, our rights, or the right of which this prospectus is a part, completely the applicable licensor to these trademarks and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Informationtradenames.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (Commission, or the “SEC”), using a “"shelf” " registration process. Under this shelf registration process, we may offer and sell from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereof, of the securities described in this prospectus in one or more offerings in amounts, at prices and on terms that we determine at the time of the offering, with an aggregate initial offering price of up to a total dollar amount of $500,000,000 (or its equivalent 100,000,000. We have provided to you in foreign currencies, currency units or composite currencies). This this prospectus provides you with a general description of the securitiessecurities we may offer. Each time we offer the securitiessell securities under this shelf registration process, we will provide a prospectus supplement that describes will contain specific information about the terms of the offering. The prospectus supplement We may also may add, update or change in the prospectus supplement or any "free writing prospectus" we may authorize to be delivered to you any of the information contained in this prospectus. Before making an investment decisionTo the extent there is a conflict between the information contained in this prospectus and the prospectus supplement or any free writing prospectus we may authorize to be delivered to you, you should rely on the information in the prospectus supplement or free writing prospectus, as the case may be, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date— for example, a document incorporated by reference in this prospectus or any prospectus supplement—the statement in the document having the later date modifies or supersedes the earlier statement. This prospectus, together with the applicable prospectus supplements and any free writing prospectus we may authorize to be delivered to you, includes all material information relating to this offering. An investment in our securities involves certain risks that should be carefully considered by prospective investors. See "Risk Factors." You should read carefully both this prospectus and any prospectus supplement together with the documents incorporated by reference into this prospectus as well as additional information described below under the heading “"Incorporation of Certain Documents by Reference.” The registration statement " and "Where You Can Find More Information" on pages 14 and 15, respectively. ABOUT CANCER GENETICS Overview Cancer Genetics, Inc. ("we", "CGI", or the "Company") is an early-stage diagnostics company focused on developing and commercializing proprietary genomic tests and services to improve and personalize the diagnosis, prognosis and response to treatment (theranosis) of cancer. Our proprietary tests target cancers that contains this prospectusare difficult to prognose and predict treatment outcomes by using currently available mainstream techniques. These cancers include hematological, including the exhibits urogenital and HPV-associated cancers. We provide our proprietary tests and services, along with a comprehensive range of non-proprietary oncology-focused tests and laboratory services, to the registration statement oncologists and the information incorporated by referencepathologists at hospitals, provides additional information about us cancer centers, and physician offices, as well as biotech and pharmaceutical companies to support their clinical trials. To date, we have generated most of our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided revenue through sales of our non-proprietary testing services to oncologists, pathologists and community hospitals located mostly in the registration statementeastern and mid-western United States, this prospectus as well as to biopharmaceutical companies and in any prospectus supplementclinical research organizations for their clinical trials. In the fourth quarter of 2013, including we have begun to expand our geographic reach into the information incorporated by referencewestern and southern United States. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documentsOur non-proprietary laboratory testing services include molecular testing, sequencing mutational analysis, flow cytometry testing, histology testing and cytology testing. We are not making an offer to sell the securities currently offering our tests and laboratory services from our 17,936 square foot state-of-the-art laboratory located in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwritersRutherford, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplementNew Jersey, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered has been accredited by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part College of that registration statementAmerican Pathologists, which includes additional information. We are subject to is an approved accreditation method under the reporting requirements Clinical Laboratory Improvement Amendments of the Securities Exchange Act of 1934, as amended 1988 (the “Exchange Act”"CLIA"), to perform high complexity testing. CLIA certification and accreditation are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filingsbefore any laboratory, including the audited financial and additional information that we have made public to investorsours, may also be found perform testing on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC human specimens for the purpose of updating that descriptionobtaining information for the diagnosis, prevention, treatment of disease, or impairment of, or assessment of health. All reports Our proprietary tests are based principally on our expertise in specific cancer types, test development methodologies and proprietary algorithms correlating genetic events with disease specific information. During the first quarter of 2011, we commercially launched MatBA®-CLL, our first proprietary microarray test for chronic lymphocytic leukemia ("CLL"). In January 2012, we received CLIA approval for MatBA®-SLL, our proprietary microarray for risk stratification in small lymphocytic lymphoma ("SLL"), and we are currently offering MatBA®-SLL in our laboratory. In 2013, we received CLIA approval for MatBA®-DLBCL and MatBA®-MCL, our proprietary microarrays for diagnosis, prognosis and patient monitoring in diffuse large-B-cell lymphoma ("DLBCL") and mantle cell lymphoma ("MCL") respectivel, for UroGenRA™-Kidney, our proprietary microarray for patient management and treatment decision- making in kidney cancer, as well as for FHACT™, our proprietary FISH-based HPV-associated cancer test for screening of women with HPV-positive abnormal cervical lesions. In addition, we are developing a series of other proprietary genomic tests in our core oncology markets. We have established collaborative relationships with key thought leaders in oncology, which enable us to develop and validate the effectiveness and utility of our tests in a clinical setting and which provide us access to clinically robust patient data. For example, we formed the joint venture "OncoSpire Genomics LLC" in 2013 with Mayo Foundation for Medical Education and Research ("Mayo") which will focus on developing oncology diagnostic services and tests utilizing next-generation sequencing. We are a 50% owner of the joint venture, contributing capital, commercial experience and other documents guidance, while Mayo will contribute laboratory resources, research expertise and other operational resources. The non-proprietary testing services we offer are focused in part on specific oncology categories where we are developing our proprietary arrays and probe panels. We believe that there is significant synergy in developing and marketing a complete set of tests and services that are disease-focused and delivering those tests and services in a comprehensive manner to help with treatment decisions. The insight that we subsequently file develop in delivering the non-proprietary services are often leveraged in the development of our proprietary programs and now increasingly in the validation of our proprietary programs (such as MatBA®) for clinical use. We currently offer our proprietary tests as laboratory-developed tests ("LDTs") in conjunction with our comprehensive panel of laboratory services in our CLIA-accredited laboratory. Our current laboratory services include: • Proprietary Oncology Testing Services. These services are based on our proprietary microarray tests and are currently available only in our clinical laboratory. After completing the SEC testing, we provide our customers with a comprehensive analysis of all tests performed for a specific patient, designed to help the physician make an informed and definitive diagnosis and guide the treatment of the patient. We are now in the process of migrating and validating microarray tests to a Next Gen Sequencing-based platform. • Esoteric Oncology Testing Services. We offer a comprehensive suite of esoteric oncology testing services for hematological, urogenital and HPV-associated cancers, including conventional and molecular cytogenetic techniques such as Next Gen Sequencing, G-banding and FISH, mutation and sequencing analysis, flow-cytometry and immunohistochemistry (other than any portion "IHC"). • Clinical Trial Services. We also utilize our clinical laboratory to provide clinical trial services to biopharmaceutical and biotech companies and clinical research organizations to improve the efficiency and economic viability of such filings clinical trials. Our clinical trials services leverage our knowledge of clinical oncology and molecular diagnostics and our laboratory's fully integrated capabilities. We launched our Select One TM program, integrating genomic information into the drug discovery process in order to provide customized solutions for patient stratification and treatment. By utilizing biomarkers, we intend to optimize the clinical trial patient selection. This may result in an improved success rate of the clinical trial and may eventually help biopharmaceutical companies to select patients that are furnished most likely to benefit from a therapy based on their genetic profile. We believe that we can be successful by offering cancer professionals a fully-integrated menu of oncology-focused proprietary tests and customized laboratory services. Based on our discussions with leading researchers in the oncology field and our interactions with our collaborators, as well as information we learn through performing the non-proprietary genetic diagnostic testing services, which are focused on the specific oncology categories where we are developing our proprietary tests we provide to our customers, we believe that our proprietary tests provide superior diagnostic and prognostic values than currently available tests and services. In particular, our proprietary tests deliver a level of genomic information not provided by other currently available tests. We believe our ability to rapidly translate research insights about the genetics and molecular mechanisms of cancer into the clinical setting will improve patient treatment and management and that this approach can become a key component in the standard of care for personalized cancer treatment. Cancer Genetics Corporate Information Our principal executive offices are located at 000 Xxxxx 00 Xxxxx, 0 xx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, and our telephone number is (000) 000-0000. Our common stock is currently traded on The NASDAQ Capital Market under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) the symbol "CGIX." We maintain a corporate website at www.cancer xxxxxxxx.xxx. The contents of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be our website are not incorporated by reference into this prospectus and should not be considered to be a part of this prospectus from or relied upon in connection herewith. Cancer Genetics, Inc. was incorporated under the date laws of filing the State of such reports Delaware in April 1999. Unless otherwise stated, all references to "us," "our," "Cancer Genetics," "we," the "Company" and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that similar designations refer to Cancer Genetics, Inc. This prospectus and the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date include trademarks, service marks and trade names owned by us or other than the date of the applicable documentcompanies. Any statement contained in a document incorporated All trademarks, service marks and trade names included or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes are the property of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceedstheir respective owners.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Information.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This base prospectus is part of a shelf registration statement that we filed with the Securities and Exchange Commission (Commission, or the “SEC”), in accordance with General Instruction I.B.1 of Form S-3, using a “shelf” registration processprocess for the delayed offering and sale of Securities pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. Under this the shelf registration process, we may offer and sell may, from time to time shares of our common stocktime, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereof, sell the Securities described in this base prospectus in one or more offerings in amounts, at prices and on terms that we determine at the time of the offering, with an aggregate initial offering price of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies)offerings. This base prospectus provides you with a general description of the securitiesSecurities we may offer. Each time we offer the securitiessell Securities, we will provide a prospectus supplement that describes containing specific information about the terms of the offeringSecurities being offered and the manner in which they will be offered. The prospectus supplement may also add, update or change information contained in this base prospectus. This base prospectus and any accompanying prospectus supplement do not contain all the information included in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For further information, we refer you to the registration statement on Form S-3 of which this base prospectus is a part, including its exhibits. Statements contained in this base prospectus and any accompanying prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. You should read this base prospectus together with any additional information you may need to make your investment decision. You should also read and carefully consider the information in the documents we have referred you to in “Where You Can Find More Information; Incorporation by Reference” below. Information incorporated by reference after the date of this base prospectus may add, update or change information contained in this base prospectus. Before making an investment decision, you should read carefully both Any information in such subsequent filings that is inconsistent with this base prospectus and any prospectus supplement together with the documents incorporated by reference into this prospectus as described below under the heading “Incorporation by Reference.” The registration statement that contains this prospectus, including the exhibits to the registration statement and the information incorporated by reference, provides additional information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided in the registration statement, this prospectus and in any prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. You should not assume that will supersede the information in this base prospectus or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable earlier prospectus supplement. We The industry and our agents reserve the sole right to accept or reject market data and other statistical information, if any, contained in whole or in part any proposed purchase of the securities. The this base prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved and in the sale of documents we incorporate by reference are based on our own estimates, independent publications, government publications, reports by market research firms or other published independent sources, and, in each case, are believed by us to be reasonable estimates. Although we believe these sources are reliable, we have not independently verified the securities, and any related fee, commission or discount arrangementsinformation. See All references in this base prospectus to “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulfus,” “we,” “us” and or “our,” refer are references to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities ActSachem Capital Corp. and its predecessor, we filed a registration statement relating to the securities offered by this prospectus with the SECSachem Capital Partners, LLC, or SCP, unless specified otherwise. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. PROSPECTUS SUMMARY The information incorporated by reference below is considered to be part only a summary of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different more detailed information included elsewhere in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this base prospectus. This summary may not contain all the information that is important to you or that you should consider before deciding to invest in of our securities. Please read this entire base prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4risk factors, which is as well as the information incorporated by reference into in this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this base prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertaintiesany related prospectus supplement, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Informationcarefully.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (Commission, or the “SEC”), using a “shelf” registration process. Under this shelf registration process, we may offer sell any combination of the securities described in this prospectus in one or more offerings, and sell selling securityholders may from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or offer and sell any combination thereof, in one or more offerings in amounts, at prices and on terms that we determine at the time of the offering, with an aggregate initial offering price of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies)such security owned by them. This prospectus provides you with a general description of the securitiessecurities we or the selling securityholders may offer. Each time we offer the or any selling securityholder sell securities, we will provide a prospectus supplement that describes containing specific information about the terms of the applicable offering. The A prospectus supplement also may include a discussion of any risk factors or other special considerations applicable to those securities or to us. A prospectus supplement may add, update or change information contained in this prospectus. Before making an investment decisionIf there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should read carefully both rely on the information in the prospectus supplement. Before you buy any of our securities, it is important for you to consider the information contained in this prospectus and any prospectus supplement together with the documents incorporated by reference into this prospectus as additional information described below under the heading “Incorporation by ReferenceWhere You Can Find More Information.” We or any selling securityholders may offer the securities directly, through agents, or to or through underwriters. The registration statement that contains this prospectus, including applicable prospectus supplement will describe the exhibits to terms of the registration statement plan of distribution and set forth the information incorporated by reference, provides additional information about us and our names of any agents or underwriters involved in the sale of the securities. That registration statement can See “Plan of Distribution” for more information on this topic. No securities may be found on sold without delivery of a prospectus supplement describing the SEC’s website at xxx.xxx.xxx. You should rely only on method and terms of the information provided in the registration statement, this prospectus and in any prospectus supplement, including the information incorporated by referenceoffering of those securities. We have not authorized anyone to provide you with information in addition to or different informationfrom that contained in this prospectus, any applicable prospectus supplement and any related free writing prospectus. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus that we may authorize to be provided to you. You should must not assume that the rely on any unauthorized information in this prospectus or any supplement to this representation. This prospectus is accurate at any date other than the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to only the securities offered by this prospectus with the SEC. This prospectus hereby, but only under circumstances and in jurisdictions where it is a part of that registration statement, which includes additional information. We are subject lawful to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectusdo so. You should not assume that the information in this prospectus, the any applicable prospectus supplement, any applicable pricing supplement information incorporated or any document deemed incorporated by reference herein or therein or any related free writing prospectus is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new such information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and prospects and the business may have changed since that date. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find Additional Information.” Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus to “Plug Power,” “we,” “us,” “our,” or the “Company” refer to Plug Power Inc. and its subsidiaries. This prospectus and the information incorporated herein by reference includes trademarks, service marks and trade names owned by us or other important information regarding TeraWulfcompanies. All trademarks, we refer you to our filings with the SEC service marks and trade names included or incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Information.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this any applicable prospectus supplement or any accompanying related free writing prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000the property of their respective owners.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a an automatic shelf registration statement that we filed with the SEC, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities and Exchange Commission Act of 1933, as amended (the “SECSecurities Act”), using a “shelf” registration process. Under this the automatic shelf registration process, we or the selling stockholders to be named in a prospectus supplement or free writing prospectus may offer and sell sell, from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereoftime, in one or more offerings offerings, the securities described in amounts, at prices and on terms that we determine at the time of the offering, with an aggregate initial offering price of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies)this prospectus. This prospectus provides you with a general description of our securities that we may offer. To the securities. Each extent required by applicable law, each time we offer or the selling stockholders sell securities, we will provide you with this prospectus and, to the extent required, a prospectus supplement that describes will contain more information about the specific terms of the offering. The We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Each such prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you), if any, may also may add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. Before making an investment decisionWe urge you to carefully read this prospectus, you should read carefully both any applicable prospectus supplement, if any, and any related free writing prospectus, together with the information incorporated herein and therein by reference as described under the headings “Where You Can Find Additional Information; Incorporation of Documents by Reference” before buying any of the shares of our securities being offered. If there is any inconsistency between the information in this prospectus and any prospectus supplement together with the documents incorporated by reference into this prospectus as described below under the heading “Incorporation by Reference.” The registration statement that contains this or free writing prospectus, including the exhibits to the registration statement and you should rely on the information incorporated by referenceprovided in the prospectus supplement or free writing prospectus, provides additional information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxxas applicable. You should rely only on the information provided contained in the registration statementthis prospectus, this prospectus and in any accompanying prospectus supplement, including the information incorporated by referencereference herein as described under “Where You Can Find More Information; Incorporation of Documents by Reference”, and any free writing prospectus that we prepare and distribute. We Neither we nor the selling stockholders or any of our their respective affiliates have not authorized anyone to provide you with different informationinformation other than that contained in or incorporated by reference into this prospectus, any accompanying prospectus supplement or any free writing prospectus related hereto that we may authorize to be delivered to you. You If given or made, any such other information or representation should not assume that the information in this prospectus be relied upon as having been authorized by us or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplementselling stockholders. We and our agents reserve the sole right selling stockholders may only offer to accept sell, and seek offers to buy any securities in jurisdictions where offers and sales are permitted. This prospectus and any accompanying prospectus supplement or reject in whole or in part any proposed purchase other offering materials do not contain all of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved information included in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered registration statement as permitted by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” rules and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with regulations of the SEC. This prospectus is a part of that For further information, we refer you to the registration statementstatement on Form S-3, which includes additional informationincluding its exhibits. We are subject to the reporting informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to and, therefore, file with the SEC annual, quarterly and current reports, proxy statements reports and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer Statements contained in this prospectus and any accompanying prospectus supplement or other offering materials about the provisions or contents of any agreement or other document are only summaries. If SEC rules require that any agreement or document be filed as an exhibit to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus refer to that agreement or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K document for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectusits complete contents. You should not assume that the information in this prospectus, the any accompanying prospectus supplement, any applicable pricing supplement or any document other offering materials is only accurate as of the date on its respective cover, and that any information incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus andthe document incorporated by reference, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or unless otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expectindicated. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Informationprospects may have changed since such date.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (Commission, or the “SEC”), using a “shelf” registration process. Under this shelf registration process, we may offer and sell from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or sell any combination thereof, of the securities registered in one or more offerings offerings. We have provided to you in amounts, at prices and on terms that we determine at the time of the offering, with an aggregate initial offering price of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies). This this prospectus provides you with a general description of the securitiessecurities that we may offer. Each time we offer the sell securities, we will will, to the extent required by law, provide a prospectus supplement that describes will contain specific information about the terms of the offering. The prospectus supplement We may also may add, update or change in any accompanying prospectus supplement or any “free writing prospectus” that we may authorize to be delivered to you any of the information contained in this prospectus. Before making an investment decisionTo the extent there is a conflict between the information contained in this prospectus and the prospectus supplement, you should read carefully both rely on the information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in this prospectus and or any prospectus supplement — the statement in the document having the later date modifies or supersedes the earlier statement. This prospectus, together with any accompanying prospectus supplement and any “free writing prospectus” that we may authorize to be delivered to you, includes all material information relating to the documents incorporated offering of our securities. As permitted by reference into the rules and regulations of the SEC, the registration statement, of which this prospectus as forms a part, includes additional information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC’s web site or at the SEC’s offices described below under the heading “Incorporation by ReferenceWhere You Can Find More Information.” SUMMARY FuelCell Energy, Inc. FuelCell Energy, Inc., together with its subsidiaries, is a leading integrated fuel cell company with a growing global presence. We design, manufacture, install, operate and service ultra-clean, efficient and reliable stationary fuel cell power plants. Our SureSource power plants generate electricity and usable high quality heat for commercial, industrial, government and utility customers. We have commercialized our stationary carbonate fuel cells and are also pursuing the complementary development of planar solid oxide fuel cells and other fuel cell technologies. Corporate Information Our principal executive offices are located at 0 Xxxxx Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxx 00000. Our telephone number is (000) 000-0000. We maintain a web site at the following Internet address: xxx.xxxxxxxxxxxxxx.xxx. The registration statement information on, or that contains can be accessed through, our web site is not incorporated by reference in this prospectus, including the exhibits to the registration statement and the information incorporated by reference, provides additional information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided in the registration statement, this prospectus and in any prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. You should not assume that the information in consider it to be a part of this prospectus or any supplement to this prospectus prospectus. Our web site address is accurate at any date other than the date indicated on the cover page of these documents. We are not making included as an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplementinactive textual reference only. In this prospectus, unless otherwise stated or the terms context otherwise requires, references to “TeraWulfFuelCell Energy,” the “Company,” “we,” “us” and “our” and similar references refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities ActFuelCell Energy, we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Information.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”), using utilizing a “shelf” registration process. Under this shelf registration process, we may offer and sell from time to time shares of our common stock, shares stock and preferred stock and various series of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereof, securities in one or more offerings in amountsofferings, at prices and on terms that we determine at the time of the offering, with an aggregate initial offering price of up to a total dollar amount of $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies)50,000,000. This prospectus provides you with a general description of the securitiessecurities we may offer. Each time we offer the securitiesa type or series of securities under this prospectus, we will provide a prospectus supplement that describes will contain more specific information about the terms of the offeringthose securities. The prospectus supplement We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. We may also add, update or change information contained in this prospectus. Before making an investment decision, you should read carefully both this prospectus and any the prospectus supplement together with the documents incorporated by reference into this prospectus as described below under the heading “Incorporation by Reference.” The registration statement that contains this prospectus, including the exhibits to the registration statement and the information incorporated by reference, provides additional information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided in the registration statement, this prospectus (and in any related free writing prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public may authorize to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all provided to you) any of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time documents that we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is have incorporated by reference into this prospectus. These forward-looking statements reflect our views We urge you to carefully read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with respect to future events the information incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” before buying any of the securities being offered. THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT. The information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of this prospectus the document and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions any information we have incorporated by reference is accurate only as of the date of this prospectus andthe document incorporated by reference, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result regardless of new information, future events or otherwise after the date time of delivery of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this , any applicable prospectus and the documents filed as exhibits to the registration statementsupplement or any related free writing prospectus, or any sale of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expectsecurity. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulfprospects may have changed since those dates. This prospectus contains summaries of certain provisions contained in some of the documents described herein, we refer you but reference is made to our filings with the SEC actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference into as exhibits to the registration statement of which this prospectus. For instructions on how to find prospectus is a part, and you may obtain copies of these documents, see those documents as described below under the heading “Where You Can Find More Information.” More This prospectus and the information about incorporated herein by reference include trademarks, services marks and trade names owned by us is also available through our website at xxx.xxxxxxxx.xxxor other companies. The information on our website is not All trademarks, service marks and trade names included or incorporated by reference into this prospectus, any applicable prospectus supplement or any accompanying prospectus supplement (except for SEC reports that related free writing prospectuses are expressly incorporated by reference herein)the property of their respective owners. Our principal executive offices are located at 0 Xxxxxxx XxxxxxUnless the context otherwise requires, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000the terms “we,” “our,” “us,” “our company,” and “Resonant” refer to Resonant Inc. and its subsidiaries.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (Commission, or the “SEC”), using a “shelf” registration process. Under this shelf registration process, we may offer and sell from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or sell any combination thereof, of the securities described in this prospectus in one or more offerings in amounts, at prices and on terms that we determine at the time of the offering, with for an aggregate initial offering price of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies)200.0 million. This prospectus provides you with a general description of the securitiessecurities we may offer. Each time we offer the securitiessell securities described herein, we will provide a one or more prospectus supplement supplements that describes will contain specific information about the terms of the offering. The prospectus supplement may also may add, update or change information contained in this prospectus. Before making an investment decision, you You should read carefully both this prospectus and any the accompanying prospectus supplement together with the documents incorporated by reference into this prospectus as additional information described below under the heading “Incorporation by Reference.Where You Can Find More Information” The registration statement that contains beginning on page 31 of this prospectus, including the exhibits to the registration statement and the information incorporated by reference, provides additional information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided contained in the registration statementor incorporated by reference in this prospectus, this any accompanying prospectus and supplement or in any related free writing prospectus supplement, including filed by us with the information incorporated by referenceSEC. We have not authorized anyone to provide you with different information. This prospectus and the accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in the accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should not assume that the information appearing in this prospectus, any prospectus or supplement, the documents incorporated by reference and any supplement to this related free writing prospectus is accurate at any date other than the date indicated on the cover page only as of these documentstheir respective dates. We are not making an offer to sell the securities Our business, financial condition, results of operations and prospects may have changed materially since those dates. THIS PROSPECTUS MAY NOT BE USED TO OFFER AND SELL SECURITIES UNLESS IT IS ACCOMPANIED BY AN ADDITIONAL PROSPECTUS OR A PROSPECTUS SUPPLEMENT. As used in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, unless the terms context otherwise requires, references to the “TeraWulfcompany,” “we,” “us” and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Aptinyx Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Information.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this This document is called a prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement Registration Statement that we filed with the Securities and Exchange Commission (Commission, or the “SEC”), using a “□shelf” □ registration process. Under this shelf registration processprocess we may, we may offer and sell from time to time shares of our common stocktime, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereofoffer and sell, in one or more offerings in amountsofferings, at prices and on terms that we determine at the time of the offering, with an aggregate initial offering price of up to $500,000,000 (5,000,000 of our ordinary shares. The offer and sale of securities under this prospectus may be made from time to time, in one or its equivalent more offerings, in foreign currencies, currency units or composite currencies). any manner described under the section in this prospectus entitled □Plan of Distribution.□ This prospectus only provides you with a general description of the securitiesour ordinary shares that we may offer. Each time we offer the securitiessell our ordinary shares, we will provide a prospectus supplement containing specific information about the offering, if required. Any such prospectus supplement may include a discussion of any risk factors or other special considerations that describes the terms of the apply to that offering. The prospectus supplement may also may add, update or change the information contained in this prospectus. Before making an investment decisionIf there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in that prospectus supplement. Before purchasing any of our ordinary shares, you should carefully read carefully both this prospectus and any prospectus supplement together with the documents additional information incorporated by reference into this prospectus as herein and described below under the heading “headings □Where You Can Find More Information□ and □Incorporation by Reference.” □ The registration statement that contains Registration Statement containing this prospectus, including the exhibits to the registration statement and the information incorporated by referenceRegistration Statement, provides additional information about us and our securitiesthe securities offered under this prospectus. That registration statement The Registration Statement can be found read on the SEC’s SEC website or at xxx.xxx.xxx. the SEC office mentioned under the heading □Where You Can Find More Information.□ When acquiring any ordinary shares described in this prospectus, you should rely only on the information provided in the registration statement, this prospectus and in any applicable prospectus supplement, including the information incorporated by reference. We Neither we nor any underwriter, dealer or agent have not authorized anyone to provide you with different information. You If anyone provides you with different or inconsistent information, you should not assume that the information in this prospectus or any supplement to this prospectus is accurate at any date other than the date indicated rely on the cover page of these documentsit. We are not making an offer to sell the securities offering our ordinary shares in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectusprohibited. You should not assume that the information in this prospectus, the any prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of truthful or complete at any date other than the date mentioned on the cover page of any such document. We may sell our ordinary shares to underwriters who will sell the securities to the public at a fixed offering price or at varying prices determined at the time of sale. The applicable prospectus supplement will contain the names of the applicable documentunderwriters, dealers or agents, if any, together with the terms of offering, the compensation of those underwriters, dealers or agents and the net proceeds to us. Any statement contained underwriters, dealers or agents participating in a document incorporated or deemed to be incorporated by reference into this prospectus will the offering may be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” □underwriters□ within the meaning of the U.S. Private Securities Litigation Reform Act of 19951933, which involve risks and uncertaintiesas amended, or the Securities Act. All statements other than statements of historical facts contained Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectusprospectus to: □BeyondSpring,□ the □Company,□ □our Company,□ the □Registrant,□ □us,□ □we,□ □our□ and similar designations refer to Dalian Wanchun Biotechnology Co., including statements regarding Ltd., or Wanchun Biotech, the former holding company of our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of managementU.S. subsidiary, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in its consolidated subsidiaries, as a whole, prior to the sections entitled “Risk Factors” and “Use completion of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminologyour internal corporate reorganization, and similar expressionsBeyondSpring Inc. and its consolidated subsidiaries, we intend to clearly express that after the information deals with possible future events completion of our internal corporate reorganization on July 20, 2015. □Our shares,□ □ordinary shares□ and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related refer to the use of TeraWulf’s services; • the ability Registrant□s ordinary shares, par value $0.0001 per share. □Dollars,□ □U.S.$□ or □$□ refer to successfully complete merger, acquisition United States Dollars. □PRC□ or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits □China□ refer to the registration statementPeople□s Republic of China. □Exchange Act□ refers to the Securities Exchange Act of 1934, as amended. □Securities Act□ refers to the Securities Act of which this prospectus is a part1933, completely and with as amended. □FINRA□ refers to the understanding that our actual future results may be materially different from what we expectFinancial Industry Regulatory Authority. Our forward-looking statements do not reflect □NASDAQ□ refers to the potential impact of any future acquisitions, merger, dispositions, joint ventures NASDAQ Capital Market. □SEC□ or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the □Commission□ refers to the United States Securities and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More InformationExchange Commission.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (Commission, which we refer to as the “SEC”), using ,” utilizing a “shelf” registration process. Under this shelf registration process, we may offer and sell from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or sell any combination thereof, of the securities described in this prospectus in one or more offerings in amounts, at prices and on terms that we determine at the time of the offering, with for an aggregate initial offering price of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies)75,000,000. This prospectus provides you with a general description of the securitiessecurities we may offer. Each time we offer the sell securities, we will provide a one or more prospectus supplement supplements that describes will contain specific information about the terms of the offering. The prospectus supplement may also may add, update or change information contained in this prospectus. Before making an investment decision, you should read carefully both this prospectus and or in any prospectus supplement together with the documents that we have incorporated by reference into this prospectus as and, accordingly, to the extent inconsistent, information in this prospectus is superseded by the information in the prospectus supplement. You should read both this prospectus and the accompanying prospectus supplement together with the additional information described below under the heading “Incorporation by Reference.Where You Can Find More Information” The registration statement that contains beginning on page 2 of this prospectus, including the exhibits to the registration statement and the information incorporated by reference, provides additional information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided contained in the registration statementor incorporated by reference in this prospectus, this any accompanying prospectus and supplement or in any related free writing prospectus supplement, including filed by us with the information incorporated by referenceSEC. We have not authorized anyone to provide you with different information. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus or such accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should not assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference and any related free writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates. Unless the context otherwise indicates, references in this prospectus or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “usour” and “ourus” refer refer, collectively, to TeraWulf Inc. Blue Apron Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statementsinformation with the SEC. Our publicly SEC filings are available filings can be found on to the public over the Internet at the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional Copies of certain information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • also available on our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that descriptionwebsite at xxx.xxxxxxxxx.xxx. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date Our website is not a part of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” . This prospectus is part of a registration statement we filed with the SEC. This prospectus omits some information contained in the registration statement in accordance with SEC rules and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to changeregulations. You should read review the information and exhibits in the registration statement for further information about us and our consolidated subsidiaries and the securities we are offering. Statements in this prospectus and the documents concerning any document we filed as exhibits an exhibit to the registration statement, of which this prospectus is a part, completely and with the understanding statement or that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings otherwise filed with the SEC incorporated are not intended to be comprehensive and are qualified by reference into this prospectusto these filings. For instructions on how You should review the complete document to find copies of evaluate these documents, see “Where You Can Find More Informationstatements.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”), using a “shelf” registration process. Under this shelf registration process, we may offer and sell from time to time shares of our common stock, shares of our stock and preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereof, securities and/or warrants in one or more offerings in amountsofferings, at prices and on terms that we determine at the time of the offering, with an aggregate initial offering price of up to a total dollar amount of $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies)100,000,000. This prospectus provides you with a general description of the securitiessecurities we may offer under this prospectus. Each time we offer the sell securities, we will provide a prospectus supplement that describes will contain specific information about the terms of the that offering. The prospectus supplement may also may add, update or change information contained in this prospectus. Before making an investment decision, you should read carefully both this prospectus and any prospectus supplement together with the documents incorporated by reference into this prospectus as described below under the heading “Incorporation by Reference.” The registration statement that contains this prospectus, including the exhibits to the registration statement and the information incorporated by reference, provides additional information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided in the registration statement, this prospectus and in any prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC Commission allows us to “incorporate by reference” the certain information that we file with the SECit, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information , and information that we file later with the SEC Commission will automatically update and automatically, supplement and/or supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable documentinformation. Any statement contained in a document incorporated or deemed to be incorporated by reference into in this prospectus will shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that also is or is deemed to be incorporated by reference into in this prospectus modifies or supersedes the such statement. Any such statement so modified or superseded will shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred should read the detailed information regarding our company, our securities and our financial statements and the notes to above that have been or may be incorporated by reference into those statements appearing elsewhere in this prospectus (excluding certain exhibits to or incorporated herein by reference. You should read both this prospectus and the documents) at no cost, by writing or calling us at applicable prospectus supplement together with additional information from the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains sources described under the caption “forward-looking statementsWhere You Can Find More Information” within in this prospectus. You should not assume that the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained information in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentenceprospectus supplements, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, free writing prospectus or any document incorporated by reference is accurate as of any date subsequent to their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that respective dates. You should rely only on the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included provided or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this any free writing prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertaintiesany prospectus supplement, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectusif applicable. We anticipate that subsequent events and developments will cause our views have not authorized anyone to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and provide you with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Informationinformation.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this This document is called a prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement Registration Statement that we filed with the Securities and Exchange Commission (Commission, or the “SEC”), using a “shelf” “shelf” registration process. Under this shelf registration processprocess we may, we may offer and sell from time to time shares of our common stocktime, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereofoffer and sell, in one or more offerings in amountsofferings, at prices and on terms that we determine at the time of the offering, with an aggregate initial offering price of up to $500,000,000 (5,000,000 of our ordinary shares. The offer and sale of securities under this prospectus may be made from time to time, in one or its equivalent more offerings, in foreign currencies, currency units or composite currencies). any manner described under the section in this prospectus entitled “Plan of Distribution.” This prospectus only provides you with a general description of the securitiesour ordinary shares that we may offer. Each time we offer the securitiessell our ordinary shares, we will provide a prospectus supplement containing specific information about the offering, if required. Any such prospectus supplement may include a discussion of any risk factors or other special considerations that describes the terms of the apply to that offering. The prospectus supplement may also may add, update or change the information contained in this prospectus. Before making an investment decisionIf there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in that prospectus supplement. Before purchasing any of our ordinary shares, you should carefully read carefully both this prospectus and any prospectus supplement together with the documents additional information incorporated by reference into this prospectus as herein and described below under the heading “Incorporation headings “Where You Can Find More Information” and “Incorporation by Reference.” Reference.” The registration statement that contains Registration Statement containing this prospectus, including the exhibits to the registration statement and the information incorporated by referenceRegistration Statement, provides additional information about us and our securitiesthe securities offered under this prospectus. That registration statement The Registration Statement can be found read on the SEC’s SEC website or at xxx.xxx.xxx. the SEC office mentioned under the heading “Where You Can Find More Information.” When acquiring any ordinary shares described in this prospectus, you should rely only on the information provided in the registration statement, this prospectus and in any applicable prospectus supplement, including the information incorporated by reference. We Neither we nor any underwriter, dealer or agent have not authorized anyone to provide you with different information. You If anyone provides you with different or inconsistent information, you should not assume that the information in this prospectus or any supplement to this prospectus is accurate at any date other than the date indicated rely on the cover page of these documentsit. We are not making an offer to sell the securities offering our ordinary shares in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectusprohibited. You should not assume that the information in this prospectus, the any prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of truthful or complete at any date other than the date mentioned on the cover page of any such document. We may sell our ordinary shares to underwriters who will sell the securities to the public at a fixed offering price or at varying prices determined at the time of sale. The applicable prospectus supplement will contain the names of the applicable documentunderwriters, dealers or agents, if any, together with the terms of offering, the compensation of those underwriters, dealers or agents and the net proceeds to us. Any statement contained underwriters, dealers or agents participating in a document incorporated or deemed to be incorporated by reference into this prospectus will the offering may be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” “underwriters” within the meaning of the U.S. Private Securities Litigation Reform Act of 19951933, which involve risks and uncertaintiesas amended, or the Securities Act. All statements other than statements of historical facts contained Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectusprospectus to: “BeyondSpring,” the “Company,” “our Company,” the “Registrant,” “us,” “we,” “our” and similar designations refer to Dalian Wanchun Biotechnology Co., including statements regarding Ltd., or Wanchun Biotech, the former holding company of our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of managementU.S. subsidiary, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in its consolidated subsidiaries, as a whole, prior to the sections entitled “Risk Factors” and “Use completion of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminologyour internal corporate reorganization, and similar expressionsBeyondSpring Inc. and its consolidated subsidiaries, we intend to clearly express that after the information deals with possible future events completion of our internal corporate reorganization on July 20, 2015. “Our shares,” “ordinary shares” and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related refer to the use of TeraWulf’s services; • the ability Registrant’s ordinary shares, par value $0.0001 per share. “Dollars,” “U.S.$” or “$” refer to successfully complete merger, acquisition United States Dollars. “PRC” or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits “China” refer to the registration statementPeople’s Republic of China. “Exchange Act” refers to the Securities Exchange Act of 1934, as amended. “Securities Act” refers to the Securities Act of which this prospectus is a part1933, completely and with as amended. “FINRA” refers to the understanding that our actual future results may be materially different from what we expectFinancial Industry Regulatory Authority. Our forward-looking statements do not reflect “NASDAQ” refers to the potential impact of any future acquisitions, merger, dispositions, joint ventures NASDAQ Capital Market. “SEC” or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the “Commission” refers to the United States Securities and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More InformationExchange Commission.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (Commission, or the “SEC”), using utilizing a “shelf” registration process. Under this shelf registration process, we may offer and sell from time to time shares of our common stock, ; shares of our preferred stock; debt securities; warrants for such securities; rights to purchase common stock, preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts securities or units, or ; and units that include any combination thereofof these securities, in one or more offerings in amountsofferings, at prices and on terms that we determine at the time of the offering, with an aggregate initial offering price of up to a total dollar amount of $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies)150,000,000. This prospectus provides you with a general description of the securitiessecurities we may offer. Each time we offer the securitiesa type or series of securities under this prospectus, we will provide a prospectus supplement that describes will contain specific information about the terms of the that offering. The prospectus supplement also may add, update or change information contained in this prospectus. Before making an investment decision, you should read carefully both this prospectus and any prospectus supplement together with the documents incorporated by reference into this prospectus as described below under the heading “Incorporation by Reference.” The registration statement that contains this prospectus, including the exhibits to the registration statement and the information incorporated by reference, provides additional information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided in the registration statement, this prospectus and in any prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to (a) through agents; (b) through underwriters or through underwriters, dealers or agents or dealers; (c) directly to one or more purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units ; or composite currencies. Amounts payable with respect to (d) through a combination of any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplementof these methods of sale. We and our agents reserve the sole right to accept or and to reject in whole or in part any proposed purchase of the securities. The See “Plan of Distribution” below. A prospectus supplement (or pricing supplement), which we will provide to you each time we offer the securities, will set forth provide the names of any underwriters, dealers dealers, or agents involved in the sale of the securities, and any related applicable fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus arrangements with the SECthem. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and statement. For a more complete understanding of the accompanying exhibits and schedules we file with offering of the SEC. You may securities, you should refer to the registration statement, exhibits and schedules for more information about us and the securitiesincluding its exhibits. The registration statementProspectus supplements may also add, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The change information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness. This prospectus, together with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, will include all material information relating to the offering. You should carefully read this prospectus, the applicable prospectus supplement, the information and documents incorporated herein by reference and the additional information under the heading “Where You Can Find Additional Information About Us” before making an investment decision. You should rely only on the information we have provided or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained or incorporated by reference in this prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus or any prospectus supplement is accurate only as of the date on the front of the document and that any information we have incorporated herein by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security. To the extent there are inconsistencies between this prospectus, any prospectus supplement and any documents incorporated by reference, the document with the most recent date will control. This prospectus may not be used to consummate sales of our securities, unless it is accompanied by a prospectus supplement. Unless otherwise indicated in this prospectus or the context otherwise requires, all references to “we,” “us,” “our,” “the Company,” and “Arcimoto” refer to Arcimoto, Inc. PROSPECTUS SUMMARY This summary highlights certain information about us and selected information contained elsewhere in or incorporated by reference into this prospectus. Because it is a summary, it might not contain all of the information that is important to you. For a more complete understanding of our Company, we encourage you to read and consider carefully the more detailed information in this prospectus, including those set forth under “Risk Factors” the information incorporated by reference into this prospectus, and those included the information referred to under the heading “Risk Factors” in our Registration Statement this prospectus beginning on Form S-4, which is page 4 and in the documents incorporated by reference into this prospectus. These forwardOur Company Xxxxxxxx’s mission is to help catalyze the shift to a sustainable transportation system. Since our incorporation in November 2007, we have been engaged primarily in the design and development of ultra-looking statements reflect efficient three-wheeled electric vehicles. Over the course of our views with respect to future events as first ten years, we designed, built and tested eight generations of prototypes, culminating in the Fun Utility Vehicle®, or FUV. The FUVis a pure electric solution that we estimate is approximately a quarter of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertaintiesweight, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as takes up a third of the date parking space of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after and is more efficient than the date of this prospectusaverage passenger car in the United States. We anticipate that subsequent events and developments will cause our views offering the FUVwith several option packages to change. You should read this prospectus and meet the documents filed as exhibits to the registration statement, needs of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact variety of any future acquisitions, merger, dispositions, joint ventures or investments we may undertakecustomers. We qualify all expect retail series FUV production to commence upon compliance validation of our forward-looking statements by these cautionary statementsthe pilot series FUV. THE COMPANY TeraWulf Inc.As of September 28, a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 20212018, we announced the strategic business combination with IKONICS Corporation (“IKONICS”)had 3,017 pre-orders for our retail series FUV. Corporate Information We were originally formed on November 21, a Minnesota corporation in the business of developing imaging technologies2007 as WTP Incorporated, an Oregon Corporation. On December 1329, 20212011, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at changed our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our businessname to Arcimoto, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Information.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Inc. Our principal executive offices are located at 0 Xxxxxxx Xxxxxx0000 Xxxx 0xx Xxx., Xxxxxx, Xxxxxxxx Xxxxxx 00000, telephone and our phone number is (000) 000-0000. Our website address is xxx.xxxxxxxx.xxx. The information on, or that can be accessed through, our website is not part of this Registration Statement.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is a part of a registration statement that we filed with the Securities and Exchange Commission (Commission, or the “SEC”), using a “shelf” registration process. Under this shelf registration process, we may offer and sell from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereof, of the securities described in this prospectus may be sold in one or more offerings in amounts, at prices and on terms that we determine at the time of the offering, with an aggregate initial offering price of up to a total dollar amount of $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies). This prospectus provides you with a general description of the securities300,000,000. Each time we offer the securitiessell securities under this shelf registration, we will provide a prospectus supplement that describes will contain specific information about the terms of the that offering. The prospectus supplement may also may add, update or change information contained in this prospectus. Before making an investment decision, you You should read carefully both this prospectus and any the applicable prospectus supplement supplement, including all documents incorporated herein by reference, together with additional information described under “Where You Can Find More Information” below. To the documents incorporated by reference into extent there is any inconsistency between the information in this prospectus and a prospectus supplement, you should rely on the information in the prospectus supplement. This prospectus does not include all of the information that is in the registration statement. We omitted certain parts of the registration statement from this prospectus as described below under permitted by the heading “Incorporation by Reference.” The registration statement that contains this prospectus, including the exhibits SEC. We refer you to the registration statement and the information incorporated by reference, provides its exhibits for additional information about us and our securities. That registration statement can the securities that may be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided in the registration statement, sold under this prospectus and in any prospectus supplement, including the information incorporated by referenceprospectus. We have not authorized anyone any dealer, agent or other person to provide you with different informationgive any information or to make any representation other than those contained or incorporated by reference in this prospectus and any accompanying prospectus supplement. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or an accompanying prospectus supplement. This prospectus and the accompanying prospectus supplement, if any, do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and the accompanying prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus or any supplement to this prospectus is accurate at any date other than and the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The accompanying prospectus supplement, which we will provide each time we offer if any, is accurate on any date subsequent to the securities, will date set forth on the names of any underwriters, dealers or agents involved in the sale front of the securitiesdocument or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any related fee, commission or discount arrangements. See “Plan of Distribution.” The accompanying prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to is delivered or securities are sold on a later date. “Mersana Therapeutics,” “Mersana,” the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulfCompany,” “we,” “us,” and “our” and similar names refer to TeraWulf Mersana Therapeutics, Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Actand its consolidated subsidiary, unless we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus state otherwise or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceedscontext otherwise requires.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Information.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “Commission, or SEC”), using a “shelf” registration registration, or continuous offering, process. Under this shelf registration process, we may offer and sell may, from time to time shares time, issue and sell any combination of our common stock, shares of our preferred stock, debt securities, depositary shares, common stock or warrants, rights, purchase contracts either separately or in units, or any combination thereof, in one or more offerings in amounts, at prices and on terms that we determine at the time of the offering, with an a maximum aggregate initial offering price of up to $500,000,000 (63,425,000, including the U.S. dollar equivalent if the public offering of any such securities is denominated in one or its equivalent in more foreign currencies, foreign currency units or composite currencies). This prospectus provides you with a general description of the securitiessecurities we may offer. Each time we offer the sell securities, we will provide a prospectus supplement that describes will contain specific information about the terms of that offering and the offeringoffered securities. The Any prospectus supplement may also may add, update or change information contained in this prospectus. Before making an investment decision, you Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement. The registration statement we filed with the SEC includes exhibits that provide more detail of the matters discussed in this prospectus. You should read carefully both this prospectus and the related exhibits filed with the SEC and any prospectus supplement supplement, together with the documents incorporated by reference into this prospectus as additional information described below under the heading “Incorporation Where You Can Find More Information,” before making your investment decision. THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT. Neither we, nor any agent, underwriter or dealer has authorized any person to give any information or to make any representation other than those contained or incorporated by Reference.” The registration statement that contains reference in this prospectus, including the exhibits any applicable prospectus supplement prepared by or on behalf of us or to the registration statement and the information incorporated by reference, provides additional information about us and our securitieswhich we have referred you. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided in the registration statement, This prospectus or any applicable supplement to this prospectus and do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus or any applicable supplement to this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any prospectus supplement, including the information incorporated by reference. We have not authorized anyone jurisdiction to provide you with different informationany person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information in this prospectus or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed applicable prospectus supplement is accurate on any date subsequent to the date set forth on the front of the document or that is deemed to be any information we have incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, is correct on any date subsequent to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC document incorporated by reference into this prospectus. For instructions on how to find copies of these documentsreference, see “Where You Can Find More Information.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into even though this prospectus or any accompanying applicable prospectus supplement (except for SEC reports that is delivered, or securities are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxxsold, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000on a later date.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement Registration Statement that we filed with the Securities and Exchange Commission (the “SEC”), SEC using a “shelf” registration process. Under this shelf registration process, we may offer and sell from time up to time 50,000,000 shares of our Class A common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereof, stock described in this prospectus in one or more offerings in amounts, at prices and on terms that we determine at the time of the offering, with an aggregate initial offering price of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies)offerings. This prospectus provides you with a general description of our Class A common stock that we may offer. To the securities. Each extent required by applicable law, each time we offer the sell securities, we will provide you with this prospectus and, to the extent required, a prospectus supplement that describes will contain more information about the specific terms of the offering. The We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Each such prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you), if any, may also may add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. Before making an investment decisionWe urge you to carefully read this prospectus, you should read carefully both any applicable prospectus supplement, if any, and any related free writing prospectus, together with the information incorporated herein and therein by reference as described under the headings “Where You Can Find Additional Information; Incorporation of Documents by Reference” before buying any of the shares of Class A common stock being offered. If there is any inconsistency between the information in this prospectus and any prospectus supplement together with the documents incorporated by reference into this prospectus as described below under the heading “Incorporation by Reference.” The registration statement that contains this or free writing prospectus, including the exhibits to the registration statement and you should rely on the information incorporated by referenceprovided in the prospectus supplement or free writing prospectus, provides additional information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxxas applicable. You should rely only on the information provided contained in the registration statementthis prospectus, this prospectus and in any accompanying prospectus supplement, including the information incorporated by referencereference herein as described under “Where You Can Find More Information; Incorporation of Documents by Reference, and any free writing prospectus that we prepare and distribute. We have not authorized anyone to provide you with different informationinformation other than that contained in or incorporated by reference into this prospectus, any accompanying prospectus supplement or any free writing prospectus related hereto that we may authorize to be delivered to you. You If given or made, any such other information or representation should not assume that the information in this prospectus or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permittedbe relied upon as having been authorized by us. We may sell the securities only offer to or through underwriterssell, dealers or agents or directly and seek offers to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to buy any securities may be payable in U.S. dollars jurisdictions where offers and sales are permitted. This prospectus and any accompanying prospectus supplement or foreign- denominated currency, currency units or composite currencies as specified other offering materials do not contain all of the information included in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered registration statement as permitted by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” rules and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with regulations of the SEC. This prospectus is a part of that For further information, we refer you to the registration statementstatement on Form S-3, which includes additional informationincluding its exhibits. We are subject to the reporting informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to and, therefore, file with the SEC annual, quarterly and current reports, proxy statements reports and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer Statements contained in this prospectus and any accompanying prospectus supplement or other offering materials about the provisions or contents of any agreement or other document are only summaries. If SEC rules require that any agreement or document be filed as an exhibit to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus refer to that agreement or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K document for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectusits complete contents. You should not assume that the information in this prospectus, the any accompanying prospectus supplement, any applicable pricing supplement or any document other offering materials is only accurate as of the date on its respective cover, and that any information incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus andthe document incorporated by reference, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or unless otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expectindicated. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Informationprospects may have changed since such date.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.

ABOUT THIS PROSPECTUS. To understand This prospectus is part of a “shelf” registration statement that we have filed with the terms SEC. By using a shelf registration statement, we may sell, at any time and from time to time, in one or more offerings, any combination of the securities offered by described in this prospectus. The exhibits to our registration statement and documents incorporated by reference contain the full text of certain contracts and other important documents that we have summarized in this prospectus or that we may summarize in a prospectus supplement. Since these summaries may not contain all the information that you may find important in deciding whether to purchase the securities we offer, you should carefully read this prospectus review the full text of these documents. The registration statement and any applicable prospectus supplement. You should also read the exhibits and other documents referred to can be obtained from the SEC as indicated under the heading sections entitled “Where You Can Find More Information” for information on us and “Incorporation by Reference of Information Filed with the business conducted by us. SEC.” This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”), using a “shelf” registration process. Under this shelf registration process, we may offer and sell from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereof, in one or more offerings in amounts, at prices and on terms that we determine at the time of the offering, with an aggregate initial offering price of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies). This prospectus only provides you with a general description of the securitiessecurities we may offer, which is not meant to be a complete description of each security. Each time we offer the sell securities, we will provide a prospectus supplement that describes contains specific information about the terms of the offeringthose securities. The prospectus supplement may also may add, update or change information contained in this prospectus. Before making an investment decisionIf there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. You should read carefully both this prospectus and any prospectus supplement together with the documents incorporated by reference into this prospectus as described below under the heading “Incorporation by Reference.” The registration statement that contains this prospectus, including the exhibits to the registration statement and the information incorporated by reference, provides additional information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided in the registration statement, this prospectus and in any prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished described under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Information” and “Incorporation by Reference of Information Filed with the SEC.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.”

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “Commission, or SEC”), using utilizing a “shelf” registration process. Under this shelf registration process, we may offer and sell from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereof, of the securities described in this prospectus in one or more offerings in amounts, at prices and on terms that we determine at the time of the offering, with an up to a total aggregate initial offering price of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies)100,000,000. This prospectus provides you with a general description of the securitiessecurities we may offer. Each time we offer the securitiessell securities under this prospectus, we will provide a prospectus supplement that describes will contain specific information about the terms of the that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also may add, update or change information contained in this prospectus. Before making an investment decision, you should read carefully both this prospectus and or in any prospectus supplement together with the documents that we have incorporated by reference into this prospectus. You should read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described below under the heading “Incorporation of Certain Information by Reference.,” The registration statement that contains before investing in any of the securities offered. THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT. Neither we, nor any agent, underwriter or dealer has authorized any person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus, including the exhibits any applicable prospectus supplement or any related free writing prospectus prepared by or on behalf of us or to the registration statement and the information incorporated by referencewhich we have referred you. This prospectus, provides additional information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided in the registration statement, any applicable supplement to this prospectus and or any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any prospectus supplement, including the information incorporated by reference. We have not authorized anyone jurisdiction to provide you with different informationany person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information in this prospectus or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent to the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting date set forth on the generality front of the preceding sentence, document or that any time information we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or have incorporated by reference in is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, including those set forth under “Risk Factors” any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date. This prospectus and those included under the heading “Risk Factors” information incorporated herein by reference contains summaries of certain provisions contained in our Registration Statement on Form S-4some of the documents described herein, which but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, statement of which this prospectus is a part, completely and with the understanding that our actual future results you may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find obtain copies of these documents, see those documents as described below under the heading “Where You Can Find More Information.” More PROSPECTUS SUMMARY The following summary highlights information about us is also available through contained elsewhere in this prospectus and does not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the risks of investing in our website at xxx.xxxxxxxx.xxx. The information on our website is not securities discussed under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly prospectus. You should also carefully read the information incorporated by reference herein)into this prospectus, including our consolidated financial statements, and the exhibits to the registration statement of which this prospectus is a part. Our principal executive offices Unless the context indicates otherwise, references in this prospectus to “Flex,”, “Flex Pharma”, “the Company,” “we,” “us,” “our” and similar references refer to Flex Pharma, Inc. and its wholly owned subsidiaries. Company Overview We are located a biotechnology company that was previously focused on developing innovative and proprietary treatments for muscle cramps, spasms and spasticity associated with severe neurological conditions. In June 2018, we announced that we were ending our ongoing Phase 2 clinical trials of our lead drug product candidate, FLX-787, in patients with motor neuron disease, or MND, primarily with amyotrophic lateral sclerosis, or ALS, and in patients with Charcot-Xxxxx-Tooth disease, or CMT, due to oral tolerability concerns observed in both studies. The wind-down of the activities associated with these studies was completed in the third quarter of 2018. In 2016, we launched our consumer product, HOTSHOT ® , to prevent and treat exercise-associated muscle cramps, or EAMCs. We continue to market and sell HOTSHOT to endurance athletes who drink it before, during and after exercise to prevent and treat exercise associated muscle cramps, or EAMCs. In June 2018, we initiated a process to explore a range of strategic alternatives for enhancing stockholder value, including the potential sale or merger of the Company. Xxxxxxx XxxXxxx was engaged to act as our strategic financial advisor at 0 Xxxxxxx Xxxxxxthat time. We also announced the restructuring of the organization to reduce our cost structure. In connection with the restructuring plan, Xxxxxxwe reduced our workforce by approximately 60%, Xxxxxxxx 00000with the reduction completed as of September 30, telephone (000) 000-00002018. Following an extensive process of evaluating strategic alternatives and identifying and reviewing potential candidates for a strategic acquisition or other transaction, on January 3, 2019, we entered into a merger agreement with Salarius Pharmaceuticals, LLC, or Salarius, under which the privately held Salarius will merge with a wholly owned subsidiary of Flex Pharma. If the merger is completed, the business of Salarius will continue as the business of the combined organization. We expect to devote significant time and resources to completion of this merger. However, there can be no assurance that such activities will result in the completion of the merger. Further, the completion of the merger may ultimately not deliver the anticipated benefits or enhance shareholder value. If the merger is not completed, we will reconsider our strategic alternatives. In this case, we consider one of the following courses of action to be the most likely alternatives: • Dissolve and liquidate our assets. If, for any reason, the merger does not close, our Board of Directors will most likely conclude that it is in the best interest of stockholders to dissolve the Company and liquidate its assets. In that event, we would be required to pay all of our debts and contractual obligations, and to set aside certain reserves for potential future claims. There would be no assurances as to the amount or timing of available cash remaining to distribute to stockholders after paying our obligations and setting aside funds for reserves. • Pursue another strategic transaction. We may resume the process of evaluating a potential strategic transaction in order to attempt another strategic transaction like the merger. • Operate the consumer business. Although less likely than the alternatives above, our Board of Directors may elect to continue to market and sell HOTSHOT and continue to operate our consumer business. We cannot predict whether or to what extent we might resume previous level of research and development activities, including clinical trials, or what the related future cash needs would be for any such activities.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) as a “well-known seasoned issuer,” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), using utilizing a “shelf” registration process. Under this shelf registration process, we may offer and sell from time to time shares of sell our class A common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereof, stock described in this prospectus in one or more offerings in amounts, at prices and on terms that we determine at the time of the offering, with an aggregate initial offering price of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies)offerings. This prospectus provides you with a general description of the securitiesour class A common stock. Each time we offer the securitiessell our class A common stock, we will provide a one or more prospectus supplement supplements that describes will contain specific information about the terms of the offering. The prospectus supplement may also may add, update or change information contained in this prospectus. Before making an investment decision, you You should read carefully both this prospectus and any the accompanying prospectus supplement together with the documents incorporated by reference into this prospectus as additional information described below under the heading “Incorporation by ReferenceWhere You Can Find More Information.” The registration statement that contains this prospectus, including the exhibits to the registration statement and the information incorporated by reference, provides additional information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided contained in the registration statementor incorporated by reference in this prospectus, this any accompanying prospectus and supplement or in any related free writing prospectus supplement, including filed by us with the information incorporated by referenceSEC. We have not authorized anyone to provide you with different information. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the class A common stock described in this prospectus or such accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should not assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference and any related free writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates. Unless otherwise indicated or the context otherwise requires, references in this prospectus or any supplement to this prospectus is accurate at any date other than “MicroStrategy,” the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulfCompany,” “we,” “us,” and “our” refer to TeraWulf Inc. MicroStrategy Incorporated and its consolidated subsidiaries. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statementsinformation with the SEC. Our publicly SEC filings are available filings can be found on to the public over the Internet at the SEC’s website at xxx.xxx.xxxxxxx://xxx.xxx.xxx. Our filings, including the audited financial and additional Copies of certain information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • also available on our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that descriptionwebsite at xxx.xxxxxxxxxxxxx.xxx. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date Our website is not a part of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” . This prospectus is part of a registration statement we filed with the SEC. This prospectus omits some information contained in the registration statement in accordance with SEC rules and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to changeregulations. You should read review the information and exhibits in the registration statement for further information about us and our consolidated subsidiaries and the class A common stock we are offering. Statements in this prospectus and the documents concerning any document we filed as exhibits an exhibit to the registration statement, of which this prospectus is a part, completely and with the understanding statement or that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings otherwise filed with the SEC incorporated are not intended to be comprehensive and are qualified by reference into this prospectusto these filings and the exhibits attached thereto. For instructions on how You should review the complete document to find copies of evaluate these documents, see “Where You Can Find More Informationstatements.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”), using SEC utilizing a “shelf” shelf registration process. Under this shelf registration process, we or the selling securityholders to be named in a prospectus supplement may offer and sell any combination of the securities described in this prospectus from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereof, in one or more offerings in amounts, at prices and or on terms that we determine will be determined at the time of the offering, with an aggregate initial offering price of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies). This prospectus provides you with a general description of the securitiessecurities we or the selling securityholders may offer. Each time we offer or the securitiesselling securityholders sell securities pursuant to the registration statement of which this prospectus forms a part, we will provide a prospectus supplement that describes will contain specific information about the terms of the that offering. The prospectus supplement may also may add, update or change information contained in this prospectus. Before making an investment decision, you You should read carefully both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.” FORWARD-LOOKING STATEMENTS This prospectus, any prospectus supplement and the documents incorporated by reference into this prospectus as described below under herein or therein contain forward-looking statements within the heading “Incorporation by Reference.” The registration statement that contains this prospectus, including the exhibits to the registration statement and the information incorporated by reference, provides additional information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided in the registration statement, this prospectus and in any prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page meaning of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase Section 27A of the securities. The prospectus supplementSecurities Act of 1933, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securitiesas amended, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements Section 21E of the Securities Exchange Act of 1934, as amended (amended. Any statements contained in this prospectus or any prospectus supplement or incorporated by reference herein or therein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words “believes,” “anticipates,” “plans,” “expects,” “intends” and similar expressions are intended to identify forward-looking statements. Forward-looking statements involve numerous risks and uncertainties and depend on assumptions, data or methods that may be incorrect or imprecise. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a discrepancy include, but are not limited to, those discussed in the “Exchange Act”), Risk Factors” section of this prospectus and are required to under the heading “Risk Factors” in the documents incorporated by reference herein. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements. WHERE YOU CAN FIND MORE INFORMATION We file with the SEC annual, quarterly and current reports, proxy statements and other informationinformation with the SEC. Such reports include The SEC maintains a website that contains periodic and current reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is xxx.xxx.xxx. Other information about us is also on our audited financial statementswebsite at xxx.xxxxxxx.xxx. Our publicly available filings can be found However, except for the information specifically incorporated by reference herein as set forth below, the information on or accessible through the SEC’s website at xxx.xxx.xxx. Our filings, including and the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does do not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Information.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (Commission, or the “SEC”), using a “shelf” registration process. Under this shelf registration process, we may may, from time to time, offer and sell from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereof, of the securities described in this prospectus in one or more offerings in amounts, at prices and on terms that we determine at the time of the offering, with an offerings. The aggregate initial offering price of up to all securities sold under this prospectus will not exceed $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies)100,000,000. This prospectus provides you with a certain general description of information about the securitiessecurities that we may offer hereunder. Each time we offer the sell securities, we will provide a prospectus supplement that describes will contain specific information about the terms of the offering. The prospectus supplement also may add, update or change information contained in this prospectus. Before making an investment decision, you should read carefully both this prospectus and any prospectus supplement together with the documents incorporated by reference into this prospectus as described below under the heading “Incorporation by Reference.” The registration statement that contains this prospectus, including the exhibits to the registration statement offering and the information incorporated by reference, provides additional information about us and our offered securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided in the registration statement, this prospectus and in any In each prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time include the following information: ● the number and type of securities that we offer propose to sell; ● the securities, will set forth public offering price; ● the names of any underwriters, agents or dealers through or to which the securities will be sold; ● any compensation of those underwriters, agents involved in or dealers; ● any additional risk factors applicable to the securities or our business and operations; and ● any other material information about the offering and sale of the securities. In addition, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The the prospectus supplement may also contain add, update or change the information about any material U.S. federal income tax considerations relating contained or incorporated in this prospectus. The prospectus supplement will supersede this prospectus to the securities covered extent it contains information that is different from, or that conflicts with, the information contained or incorporated in this prospectus. You should read and consider all information contained in this prospectus and any accompanying prospectus supplement in making your investment decision. You should also read and consider the information contained in the documents identified under the heading “Incorporation of Certain Documents by the prospectus supplementReference” and “Where You Can Find More Information” in this prospectus. In As used in this prospectus, “CohBar,” the terms “TeraWulfCompany,” “we,” “our” or “us” refers to CohBar, Inc. COHBARTM and other trademarks or service marks of CohBar, Inc. appearing in this prospectus are the property of CohBar, Inc. Trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective holders. THE COMPANY CohBar, Inc. (“CohBar,” “we,” “us,” and “our,” refer “its” or the “Company”) is an innovative biotechnology company and a leader in the research and development of mitochondria based therapeutics (MBTs), an emerging class of drugs with the potential to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required treat a wide range of diseases associated with aging and metabolic dysfunction, including non-alcoholic steatohepatitis (XXXX), obesity, fatty liver disease (NAFLD), type 2 diabetes mellitus (T2D), cancer, atherosclerosis, cardiovascular disease and neurodegenerative diseases such as Alzheimer’s disease. MBTs originate from almost two decades of research by our founders, resulting in their discovery of a novel group of mitochondrial-derived peptides (MDPs) encoded within the Securities Actgenome of mitochondria, the powerhouses of the cell. Some of these naturally occurring MDPs and certain related analogs have demonstrated a range of biological activity and therapeutic potential in pre-clinical models across multiple diseases associated with aging. We believe CohBar is a first mover in exploring the mitochondrial genome for therapeutically relevant peptides, and has developed a proprietary MBT technology platform which uses cell based assays and animal models of disease to rapidly identify mitochondrial peptides with promising biological activity. Once identified, we filed deploy optimization techniques to improve the drug-like properties of our MBT candidates, enabling us to match the most biologically promising peptides to disease indications that have substantial unmet medical needs. In September 2016, we advanced two novel, optimized analogs of our MOTS-c MDP, CB4209 and CB4211, into IND-enabling studies as our lead MBT drug candidates with potential for treatment of XXXX and obesity. In November 2017 we announced the selection of CB4211 as the final candidate for the remaining pre-IND studies. Our founders and scientific team have also discovered a registration statement relating to large number of additional MDPs that have demonstrated a range of biological activities and therapeutic potential. Our ongoing research and development of our pipeline MDPs is focused on identifying and advancing novel improved analogs of those MDPs that have the securities offered greatest therapeutic and commercial potential for development into drugs. Our scientific team includes the expertise of our founders, Dr. Xxxxxxx Xxxxx, Xxxx of the Xxxxx School of Gerontology at the University of Southern California, and Xx. Xxx Xxxxxxxx, Professor of Genetics and Director of the Institute for Aging Research at the Xxxxxx Xxxxxxxx College of Medicine, and is augmented by this prospectus our co-founders, Dr. Xxxxx Xxxxxxxx, Professor of Genetics at Harvard Medical School, and Xx. Xxxx Xxxxxxxx, former Senior Vice President and Franchise Head for Diabetes and Obesity at Merck Research Laboratories. Our research and development efforts are conducted under the leadership of our Chief Scientific Officer, Xx. Xxxxxxx Xxxxx, former Chief Scientific Officer at Xenoport, Inc. and Senior Director of Biopharmaceutics at Gilead Sciences, Inc. Xx. Xxxxx is the co-inventor of several approved drugs including tenofovir, an antiretroviral drug that is marketed globally in various combinations with other drugs for the SEC. This prospectus is a part treatment of that registration statementHIV infection (Atripla®, which includes additional informationViread®, Complera®, Stribild®, Truvada®), gabapentin enacarbil (Horizant®) for the treatment of RLS and post-herpetic neuralgia, and Nanocrystal® technology, employed in several other approved drugs. We are subject to the reporting requirements exclusive licensee from the Regents of the Securities Exchange Act University of 1934California and the Xxxxxx Xxxxxxxx College of Medicine of four issued U.S. patents, four U.S. patent applications and several related international patent applications in various jurisdictions. Our licensed patents and patent applications include claims that are directed to compositions comprising MDPs and their analogs and/or methods of their use in the treatment of indicated diseases. We have also filed one patent application under the international patent cooperation treaty (PCT) and more than 65 provisional patent applications with claims directed to both compositions comprising and methods of using novel proprietary MDPs and their analogs. We believe that the proprietary capabilities of our technology platform combined with our scientific expertise and intellectual property portfolio provides a competitive advantage in our mission to treat age-related diseases and extend healthy life spans through the advancement of MBTs as amended (a new class of transformative drugs. We were formed as a limited liability company in the “Exchange Act”)state of Delaware in 2007, and converted to a Delaware corporation in 2009. We completed our initial public offering of common stock in January 2015 and our common stock is listed for trading on the TSX-V (COB.U) and the OTCQX (CWBR). Our laboratory and corporate headquarters are required located in Menlo Park, California. Business Strategy Our strategic objective is to file secure, maintain and exploit a leading scientific, commercial and intellectual property position in the arena of mitochondria based therapeutics, with best-in-class treatments for diseases associated with aging and metabolic dysfunction. The key elements of our strategy include: ● advancing our lead program to IND submission and through clinical trials; ● utilizing our proprietary technology platform to continue identifying, assessing and optimizing new analogs of biologically active MDPs and advancing those MBT candidates with the SEC annual, quarterly greatest therapeutic and current reports, proxy statements commercial potential; ● developing strategic partnerships with leading pharmaceutical companies and other informationorganizations to advance our research programs and future development and commercialization efforts; ● raising adequate capital to fund our operations, research and clinical development programs; ● minimizing operating costs and related funding requirements for our research and development activities through careful program management and cost-efficient relationships with academic partners, consultants and contract research organizations (CROs); ● optimizing the development of our intellectual property portfolio to capture all novel therapeutically relevant peptides encoded within the mitochondrial genome; and ● increasing awareness and recognition of our team, assets, capabilities and opportunities within the investment and scientific communities. Such reports include our audited financial statementsOUR PIPELINE Our pipeline includes a number of MDPs and MBT candidates in different stages of pre-clinical study. Our publicly available filings can be found research efforts are focused on identifying, assessing and optimizing new analogs of biologically active MDPs and advancing those MDPs considered to have greatest therapeutic and commercial potential as MBT candidates. Lead MBT Drug Candidate (CB4211) In September 2016, we advanced two novel, optimized analogs of our MOTS-c MDP, CB4209 and CB4211, into IND-enabling studies as our lead MBT drug candidates with potential for treatment of XXXX and obesity. In November 2017 we announced the SEC’s website at xxx.xxx.xxxselection of CB4211 as the final candidate for the remaining pre-IND studies. Our filingsCB4211 is a novel, including optimized analogs of MOTS-c, a naturally occurring mitochondrial peptide discovered by our founders and their academic collaborators in 2012. Their research in cells and animal models indicated that MOTS-c plays a significant role in the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxxregulation of metabolism. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all Certain of the information we have included original MOTS-c studies were published in an article entitled “The Mitochondrial-Derived Peptide, MOTS-c, Promotes Metabolic Homeostasis and Reduces Obesity and Insulin Resistance,” which appeared in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 20212015 edition of the journal Cell Metabolism. In pre-clinical models, both CB4209 and CB4211 demonstrated significant therapeutic potential for the treatment of XXXX, showing improvements in triglyceride levels, as well as favorable effects on liver enzyme markers associated with NAFLD and XXXX, and obesity, demonstrating significantly greater weight loss together with more selective reduction of fat mass versus lean mass in head-to-head comparison to a market-leading obesity drug. The therapeutic effects of CB4209 and CB4211 have been further evaluated in the well-established preclinical STAM™ mouse model of XXXX. In this model, treatment with CB4209 or CB4211 resulted in a significant reduction of the non-alcoholic fatty liver disease activity score, or NAS, a composite measure of steatosis (fat accumulation), including portions of our Proxy Statement inflammation and hepatocyte ballooning (cellular injury). Additional pre-clinical studies are ongoing or planned. CB4211 represents a first-in-class drug candidate for the 2021 annual meeting treatment of shareholders (filed on March 23XXXX and obesity, 2021) to targeting energy regulation and lipid metabolism. Investigational Programs Our R&D pipeline also includes the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10MDPs described below. Our pre-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views clinical activities with respect to future events these peptides are focused on identifying and optimizing those MDPs and their analogs that demonstrate the greatest commercial and therapeutic potential as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More InformationMBTs.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “Commission, or SEC”), using a “shelf” registration registration, or continuous offering, process. Under this shelf registration process, we may may, from time to time, offer and sell from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts separately or units, or together in any combination thereof, the securities described in this prospectus in one or more offerings in amounts, at prices and on terms that we determine at the time of the offering, with an up to a maximum aggregate initial offering price of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies)100,000,000. This prospectus provides you with a general description of the securitiessecurities we may offer. Each time we offer the sell securities, we will provide a prospectus supplement that describes will contain specific information about the terms of that offering and the offeringoffered securities. The Any prospectus supplement, or information incorporated by reference in this prospectus or any prospectus supplement that is of a more recent date, may also may add, update or change information contained in this prospectus. Before making an investment decision, you Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement. The registration statement we filed with the SEC includes exhibits that provide more detail of the matters discussed in this prospectus. You should read carefully both this prospectus and the related exhibits filed with the SEC, any prospectus supplement supplement, and any applicable free writing prospectus, together with the documents incorporated by reference into this prospectus as additional information described below under the heading headings “Where You Can Find More Information,” and “Incorporation by Reference.,” The registration statement that contains this prospectus, including the exhibits to the registration statement and the information incorporated by reference, provides additional information about us and our securitiesbefore making your investment decision. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided in the registration statement, this prospectus and in any prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. You should not assume that the information All references in this prospectus or any supplement to this prospectus is accurate at any date other than “Plus,” the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulfcompany,” “we,” “us” and “our” refer to TeraWulf Plus Therapeutics, Inc. WHERE YOU CAN FIND MORE INFORMATION As required by and its consolidated subsidiaries, except where the Securities Act, we filed a registration statement relating to context otherwise requires or as otherwise indicated. “Plus Therapeutics,” “PSTV” and the securities offered by this prospectus with the SECPlus logo are our trademarks. This prospectus is a part of that registration statement, which includes additional information. We are subject to and the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly documents incorporated by reference herein). As permitted by SEC rules, into this prospectus does may also contain trademarks and trade names that are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply relationships with, or endorsements or sponsorship of us by, these other companies. RISK FACTORS Investing in our securities involves risk. The prospectus supplement relating to a particular offering will contain or incorporate by reference a discussion of risks applicable to an investment in the securities offered. Prior to making a decision about investing in our securities, you should carefully consider the specific factors discussed under the heading “Risk Factors” included in or incorporated by reference into the applicable prospectus supplement together with all of the other information we have included contained in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information prospectus supplement or appearing in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • , including the risk factors incorporated by reference to our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our and any subsequent Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our or Current Reports on Form 8-K filed K. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities. PLUS THERAPEUTICS, INC. We are a clinical-stage pharmaceutical company focused on February 18the discovery, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021development, and our Current Reports on Form 8- K/A filed on August 11, 2021 manufacturing scale up of complex and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC innovative treatments for the purpose of updating that description. All reports patients battling cancer and other documents life-threatening diseases. Our proprietary nanotechnology platform is currently centered around the enhanced delivery of a variety of drugs using novel liposomal encapsulation technology. Liposomal encapsulation has been extensively explored and undergone significant technical and commercial advances since it was first developed. Our platform is designed to facilitate new delivery approaches and/or formulations of safe and effective, injectable drugs, potentially enhancing the safety, efficacy and convenience for patients and healthcare providers. We plan to leverage our nanotechnology platform and expertise using a simple multi-step model that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant enables us to Section 13(a), 13(c), 14 address unmet needs or 15(d) of the Exchange Act after the date of this prospectus underserved conditions while managing risks and before the later of minimizing development costs through: (1) the completion mapping of the offering of current and anticipated market landscape to clearly understand the securities described in this prospectus clinical and any prospectus supplement commercial opportunities and defining nanotechnology options, (2) the date we stop offering securities pursuant to this prospectus redesign of known, safe and any prospectus supplementeffective active pharmaceutical ingredients with new nanotechnology, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx3) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date manufacture-to-scale of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes reformulated drug along with critical non-clinical (i.e., bench, animal) analyses, (4) evaluation of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000early-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company stage clinical utility with a core business focus on proving safety and defining efficacy over the current standard of sustainable bitcoin mining. TeraWulfcare, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Information.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.and

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this This document is called a prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”), using a “shelf” registration process. Under this shelf registration process, we may offer and sell may, from time to time time, offer shares of our common stock, shares of our preferred stock, warrants to purchase common stock or preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts securities and units either individually or units, or any a combination thereof, in one or more offerings offerings, in amountsamounts we will determine from time to time, at prices up to a total dollar amount of $50,000,000. In addition, the selling shareholders may, from time to time, offer and on terms that we determine at the time of the offering, with sell up to an aggregate initial offering price of up to $500,000,000 (1,141,250 of our shares of our Common Stock in one or its equivalent in foreign currencies, currency units or composite currencies)more offerings. This prospectus provides you with a general description of the securitiessecurities we or the selling shareholders may offer. Each time we offer the securitiessell securities under this shelf registration, we will provide a prospectus supplement that describes will contain certain specific information about the terms of that offering, including a description of any risks related to the offering, if those terms and risks are not described in this prospectus. Each time a selling shareholder sells any shares of our common stock offered by this prospectus, the selling shareholder is required to provide you with this prospectus and the related prospectus supplement, if any, containing specific information about the selling shareholder and the terms of the offering. The ordinary shares being offered in the manner required by the Securities Act of 1933, or the “Securities Act.” A prospectus supplement may also may add, update or change information contained in this prospectus. Before making an investment decisionIf there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should rely on the information in the prospectus supplement. The registration statement we filed with the Securities and Exchange Commission includes exhibits that provide more details on the matters discussed in this prospectus. You should read carefully both this prospectus and any the related exhibits filed with the Securities and Exchange Commission and the accompanying prospectus supplement together with additional information described under the documents headings “Where You Can Find Additional Information,” before buying any of the securities being offered. We and our selling shareholders may sell securities to or through underwriters or dealers, and also may sell securities directly to other purchasers or through agents. To the extent not described in this prospectus, the names of any underwriters, dealers or agents employed by us in the sale of the securities covered by this prospectus, the principal amounts or number of shares or other securities, if any, to be purchased by such underwriters or dealers and the compensation, if any, of such underwriters, dealers or agents will be set forth in the accompanying prospectus supplement. The information in this prospectus is accurate as of the date on the front cover. Information incorporated by reference into this prospectus is accurate as described below under of the heading “Incorporation by Reference.” The registration statement that contains this prospectus, including date of the exhibits to the registration statement and document from which the information incorporated by reference, provides additional is incorporated. You should not assume that the information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxxcontained in this prospectus is accurate as of any other date. You should rely only on the information provided or incorporated by reference in the registration statement, this prospectus. We have not authorized anyone to provide you with additional or different information. This document may only be used where it is legal to sell these securities. You should not assume that any information in this prospectus and in is accurate as of any prospectus supplement, including date other than the date of this prospectus. You should rely only on the information we or our selling shareholders have provided or incorporated by referencereference in this prospectus, any applicable prospectus supplement and any related free writing prospectus. We have not authorized anyone to provide you with different information. You should No dealer, salesperson or other person is authorized to give any information or to represent anything not assume that the information contained in this prospectus, any applicable prospectus supplement or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplementfree writing prospectus. In this prospectus, unless the terms “TeraWulf,” context otherwise requires, references to “we,” “us,” and “our” refer or similar terms, as well as references to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by “Flux”, “Flux Power” or the Securities Act“Company,” refers to Flux Power Holdings, Inc., a Nevada corporation, and its consolidated subsidiary. On July 11, 2019, we filed effected a registration statement relating 1-for-10 reverse split (“2019 Reverse Split”) on our common stock and preferred stock. Reference to the securities offered by share numbers throughout this prospectus with the SEC. This prospectus is a part of that registration statementProspectus, which includes additional informationmay be supplemented by a prospectus supplement, give effect to such 2019 Reverse Split. ABOUT FLUX POWER HOLDINGS, INC. We design, develop, manufacture, and sell advanced rechargeable lithium-ion energy storage solutions for lift trucks, and other industrial equipment including airport ground support equipment (GSE), energy storage for solar applications, and industrial robotic applications. Our “LiFT Pack” battery packs, including our proprietary (in-house developed) battery management system (BMS), provide our customers with a better performing, lower cost of ownership, and more environmentally friendly alternative, in many instances, to traditional lead-acid and propane-based solutions. Within our industrial market segments, we believe that our LiFT Pack solutions provide cost and performance benefits over existing lead-acid power products including: ● longer operation and more shifts with fewer batteries; ● reduced energy and maintenance costs; ● faster recharging; and ● longer lifespan. Additionally, the toxic nature of lead-acid batteries presents significant safety and environmental issues as they are subject to Environmental Protection Agency lead- acid battery reporting requirements, may create an environmental hazard in the reporting requirements event of a cell breach, and emit combustible gases during charging. As a result of the Securities Exchange Act advantages lithium-ion battery technology provide over lead-acid batteries, we have experienced significant growth in our business. We believe we are at the very early stage of 1934a trend toward the adoption of lithium-ion technology and the displacement of lead-acid and propane-based energy storage solutions, as amended which based on North American sales data from the Industrial Truck Association (the “Exchange Act”ITA), we estimate to be a multi-billion dollar per year market. On August 18, 2020, we closed an underwritten public offering of 3,099,250 shares of common stock priced at $4.00 per share for gross proceeds of approximately $12.4 million, which included the full exercise of the underwriters’ over-allotment option to purchase additional shares. In connection with our public offering, our common stock was approved for listing and are required to file with began trading on the SEC annualNasdaq Capital Market under the symbol “FLUX” on August 14, quarterly and current reports2020. We operate our business through our wholly-owned subsidiary, proxy statements and other information. Such reports include our audited financial statementsFlux Power, Inc. (Flux Power). Our publicly available filings can be found on the SEC’s website principal executive office is located at xxx.xxx.xxx. Our filings0000 X. Xxxxxxx Xxxxx, including the audited financial and additional information that we have made public to investorsXxxxx, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securitiesXX 00000. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference telephone number at our principal executive office is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds(FLUX).” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Information.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (Commission, or the “SEC”), using utilizing a “shelf” registration process. Under this shelf registration process, we may offer and sell from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereof, of the securities described in this prospectus in one or more offerings in amounts, at prices and on terms that we determine at the time of the offering, with an aggregate initial offering price of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies)offerings. This prospectus provides you with a general description of the securitiessecurities we may offer. Each time we offer the sell securities, we will provide a prospectus supplement that describes will contain specific information about the terms of the that offering. The prospectus supplement may also may add, update or change information contained in this prospectus. Before making an investment decision, you You should read carefully both this prospectus and any prospectus supplement together with the documents incorporated by reference into this prospectus as additional information described below under the heading headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus, including the We have filed or incorporated by reference exhibits to the registration statement and the information incorporated by reference, provides additional information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxxof which this prospectus forms a part. You should rely only on read the information provided in exhibits carefully for provisions that may be important to you. Neither the registration statement, delivery of this prospectus and nor any sale made under it implies that there has been no change in any prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. You should not assume our affairs or that the information in this prospectus or any supplement to this prospectus is accurate at correct as of any date other than the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, including any information incorporated in this prospectus by reference, the accompanying prospectus supplement, any applicable pricing supplement or any document incorporated free writing prospectus prepared by reference us, is accurate as of any date other than the date on the front of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the those documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important prospects may have changed since that date. You should not assume that the information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Information.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into contained in this prospectus or is accurate as of any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein)other date. Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.WHERE YOU CAN FIND MORE INFORMATION

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a shelf registration statement that we filed with the Securities and Exchange Commission (the “SECCommission”), ) using a “shelf” registration process. Under this shelf registration process, we may offer and sell from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereof, of the securities described in this prospectus in one or more offerings in amounts, at prices and on terms that we determine at the from time of the offering, with to time having an aggregate initial offering price of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies)350,000,000. This prospectus provides you with a general description of the securitiessecurities we may offer. Each time we offer the securities, we will provide you with a prospectus supplement that describes the specific amounts, prices and terms of the offeringsecurities we offer. The prospectus supplement also may add, update or change information contained in this prospectus. Before making an investment decision, you You should read carefully both this prospectus and any prospectus supplement together with the documents incorporated by reference into this prospectus as additional information described below under the heading caption “Incorporation by ReferenceWhere You Can Find More Information.” The registration statement that contains this prospectus, including the exhibits to the registration statement and the information incorporated by reference, provides additional information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on This prospectus does not contain all the information provided in the registration statementstatement we filed with the Commission. You should read both this prospectus, this prospectus including the section titled “Risk Factors,” and in any the accompanying prospectus supplement, including together with the additional information incorporated by reference. We have not authorized anyone to provide you with different information. described under the heading “Where You should not assume that the information in this Can Find More Information.” This prospectus or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollarssupplemented from time to time to add, foreign-denominated currency, currency units to update or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede change information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this such prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus supplement modifies or supersedes the such statement. Any statement so modified or will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should rely only on the information contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement, as well as information we have filed with the SEC that is incorporated by reference, is accurate as of the date on the front of those documents only, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may request a copy have changed since those dates. No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us. This prospectus contains summaries of any or all certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to above that herein have been filed, will be filed or may will be incorporated by reference into this prospectus (excluding certain as exhibits to the documents) at no costregistration statement of which this prospectus is a part, by writing and you may obtain copies of those documents as described below under “Where You Can Find More Information.” For investors outside the United States: Neither we nor any Underwriter has done anything that would permit this offering or calling us at possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the following address United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. Unless otherwise stated or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxxthe context requires otherwise, General Counsel 0 Xxxxxxx Xxxxxx Eastonreferences to “AGH,” the “Company,” “we,” “us” or “our” are to Xxxx Global Holdings, Maryland 21601 Telephone: (000) 000-0000 Inc., a Delaware corporation, and its subsidiaries. DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains “and the documents incorporated by reference in it contain forward-looking statements” within statements regarding future events and our future results that are subject to the meaning of safe harbors created under the U.S. Private Securities Litigation Reform Act of 1995, which involve risks 1933 and uncertaintiesthe Securities Exchange Act of 1934. All statements other than statements of historical facts contained in this prospectusare statements that could be deemed forward-looking statements. These statements are based on our expectations, including beliefs, forecasts, intentions and future strategies and are signified by the words “expects,” “anticipates,” “intends,” “believes” or similar language. In addition, any statements regarding that refer to projections of our strategy, future operations, future financial positionperformance, our anticipated growth, trends in our business and other characterizations of future revenue, projected costs, prospects, plans, objectives of management, and expected market growth events or circumstances are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” only predictions and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend are subject to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectusassumptions that are difficult to predict, including those set forth identified above, under “Risk Factors” and those included under the heading “Risk Factors” elsewhere in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. All forward-looking statements reflect our views with respect included in this prospectus are based on information available to future events as of us on the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions speak only as of the date of this prospectus and, except as required by law, we undertake no obligation hereof. We disclaim any current intention to update or review publicly any our “forward-looking statements,” and the estimates and assumptions within them, whether at any time or for any reason. In particular, the following factors, among others, could cause actual results to differ materially from those described in the “forward-looking statements”: • our continued operating and net losses in the future; • our need for additional capital for our operations and to fulfill our business plans; • the effect of COVID-19; • dependency on our ability, and the ability of our contract manufacturers, to timely procure electronic components; • the potential ineffectiveness of our strategic focus on power supply solution competencies; • dependency on developer partners for the development of some of our custom design products; • dependency on sales of our legacy products for a meaningful portion of our revenues; • the possible failure of our custom product development efforts to result in products which meet customers’ needs or such customers’ failure to accept such new products; • our ability to attract, retain and motivate key personnel; • dependence on a few major customers; • dependence on the electronic equipment industry; • reliance on third-party subcontract manufacturers to manufacture certain aspects of the products sold by us; • reduced profitability as a result of new informationincreased competition, future events price erosion and product obsolescence within the industry; • our ability to establish, maintain and expand our OEM relationships and other distribution channels; • our inability to procure necessary key components for our products, or otherwise after the date purchase of this prospectus. We anticipate that subsequent events and developments will cause our views excess or the wrong inventory; • variations in operating results from quarter to change. You should read this prospectus quarter; • dependence on international sales and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of certain governmental regulatory restrictions on such international sales and operations; and • the risk factors included in our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our most recent filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documentsSEC, see “Where You Can Find More Information.” More information about us is including, but not limited to, our Forms 10-K and 10-Q. All filings are also available through on our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000xxx.xxxxxxxxxx.xxx.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a shelf registration statement that we filed with the Securities and Exchange Commission (Commission, or the “SEC”), in accordance with General Instruction I.B.6 of Form S-3, using a “"shelf” " registration processprocess for the delayed offering and sale of Securities pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. Under this the shelf registration process, we may offer and sell may, from time to time shares of our common stocktime, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereof, sell the Securities described in this prospectus in one or more offerings in amounts, at prices and on terms that we determine at the time of the offering, with an aggregate initial offering price of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies)offerings. This prospectus provides you with a general description of the securitiesSecurities we may offer. Each time we offer the securitiessell Securities, we will provide a prospectus supplement that describes containing specific information about the terms of the offeringSecurities being offered and the manner in which they will be offered. The prospectus supplement may also add, update or change information contained in this prospectus. This prospectus and any accompanying prospectus supplement do not contain all the information included in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For further information, we refer you to the registration statement on Form S-3 of which this prospectus is a part, including its exhibits. Statements contained in this prospectus and any accompanying prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC's rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. You should read this prospectus together with any additional information you may need to make your investment decision. You should also read and carefully consider the information in the documents we have referred you to in "Where You Can Find More Information; Incorporation by Reference" below. Information incorporated by reference after the date of this prospectus may add, update or change information contained in this prospectus. Before making an investment decision, you should read carefully both Any information in such subsequent filings that is inconsistent with this prospectus and any prospectus supplement together with the documents incorporated by reference into this prospectus as described below under the heading “Incorporation by Reference.” The registration statement that contains this prospectus, including the exhibits to the registration statement and the information incorporated by reference, provides additional information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided in the registration statement, this prospectus and in any prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. You should not assume that will supersede the information in this prospectus or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable earlier prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement and (2) the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectus, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Information.” More information about us is also available through our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000.

ABOUT THIS PROSPECTUS. To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any applicable prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on us and the business conducted by us. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”), using a “shelf” registration process. Under this shelf registration process, we may offer and sell any combination of the securities described in this prospectus from time to time shares of our common stock, shares of our preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts or units, or any combination thereof, in one or more offerings in amountsan amount not to exceed $200,000,000 in the aggregate. Before purchasing any securities, at prices you should read this prospectus and on terms that we determine at any applicable prospectus supplement together with the time additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of the offering, with an aggregate initial offering price of up to $500,000,000 (or its equivalent in foreign currencies, currency units or composite currencies). Certain Information by Reference.” This prospectus only provides you with a general description of the securitiessecurities we may offer. Each time we offer the securitiessecurities under this prospectus, we will provide a prospectus supplement that describes will contain more specific information about the terms of the offering, including, among other things, the specific amounts, prices and terms of the securities offered. The We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. This prospectus may not be used to sell our securities unless accompanied by a prospectus supplement. Each such prospectus supplement and any free writing prospectus that we may authorize to be provided to you may also may add, update or change information contained in this prospectus. Before making an investment decision, you should read carefully both this prospectus and any prospectus supplement together with the or in documents incorporated by reference into this prospectus. If this prospectus is inconsistent with any prospectus supplement, you should rely upon the prospectus supplement. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Incorporation by ReferenceWhere You Can Find Additional Information.” The registration statement that contains this prospectus, including the exhibits to the registration statement and the information incorporated This prospectus incorporates by reference, provides additional information about us and our securities. That registration statement can be found on the SEC’s website at xxx.xxx.xxx. You should rely only on the information provided in the registration statement, this prospectus and in any prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documents. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. The securities may be sold for U.S. dollars, foreign-denominated currency, currency units or composite currencies. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign- denominated currency, currency units or composite currencies as specified in the applicable prospectus supplement. We and our agents reserve the sole right to accept or reject in whole or in part any proposed purchase of the securities. The prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement. In this prospectus, the terms “TeraWulf,” “we,” “us” and “our” refer to TeraWulf Inc. WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website. The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update and supersede information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions, Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the later of (1) the completion of the offering of the securities described in this prospectus and any prospectus supplement or free writing prospectus may contain and (2) incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the date we stop offering securities pursuant to this prospectus and any prospectus supplement, will be deemed to be incorporated by reference into this prospectus and to be part accuracy or completeness of this prospectus from the date of filing of such reports information and documentswe have not independently verified this information. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus. You should not assume that the information in this prospectusIn addition, the prospectus supplement, any applicable pricing supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent market and industry data and forecasts that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: TeraWulf Inc. Attention: Xxxxxxxx Xxxxxxxxxxx, General Counsel 0 Xxxxxxx Xxxxxx Easton, Maryland 21601 Telephone: (000) 000-0000 FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those set forth under “Risk Factors” and those included discussed under the heading “Risk Factors” contained in our Registration Statement on Form S-4this prospectus, which is the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertaintiesAccordingly, you investors should not place undue reliance on these forward-looking statementsthis information. These forward-looking statements represent Unless otherwise mentioned or unless the context requires otherwise, throughout this prospectus, any applicable prospectus supplement and any related free writing prospectus, the words “BioAtla”, “we”, “us”, “our”, the “company” or similar references refer to BioAtla, Inc.; and the term “securities” refers collectively to our estimates and assumptions only as common stock, preferred stock, warrants, debt securities, or any combination of the date of foregoing securities. We have obtained a registered trademark for BioAtla® in the United States. This prospectus and documents incorporated by reference into this prospectus andcontains references to our trademarks and to trademarks belonging to other entities. Solely for convenience, except as required by law, we undertake no obligation trademarks and trade names referred to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read in this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements. THE COMPANY TeraWulf Inc., a Delaware corporation, is a digital asset technology company with a core business of sustainable bitcoin mining. TeraWulf, together with its subsidiaries, develops, owns and operates its bitcoin mining facility sites in the United States and expects to consume over 90% zero-carbon energy, with a target of 100% by 2028. We founded TeraWulf in February 2021. In June 2021, we announced the strategic business combination with IKONICS Corporation (“IKONICS”), a Minnesota corporation in the business of developing imaging technologies. On December 13, 2021, we successfully completed the business combination with IKONICS. Our primary source of revenue is from sustainably mining bitcoin at our bitcoin mining facility sites. We also earn revenue from the hedging and sale of mined bitcoin and the commercial optimization of TeraWulf’s power supply. For a description of our business, financial condition, results of operations and other important information regarding TeraWulf, we refer you to our filings with the SEC incorporated by reference into this prospectus, including logos, artwork and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. For instructions We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. BIOATLA, INC. We are a phase 2 clinical-stage biopharmaceutical company developing our novel class of highly specific and selective antibody-based therapeutics for the treatment of solid tumor cancer. Our CABs capitalize on how our proprietary discoveries with respect to find copies tumor biology, enabling us to target known and widely validated tumor antigens that have previously been difficult or impossible to target. Our novel CAB therapeutic candidates exploit characteristic pH differences between the tumor microenvironment and healthy tissue. Unlike healthy tissue, the tumor microenvironment is acidic, and we have designed our antibodies to selectively bind to their targets on tumor cells under acidic pH conditions but not on targets in normal tissues. Our approach is to identify the necessary targeting and potency required for cancer cell destruction, while aiming to eliminate or greatly reduce on-target, off-tumor toxicity—one of the fundamental challenges of existing cancer therapies. We are a United States-based company with research facilities in San Diego, California and, through our contractual relationship with BioDuro- Sundia, a provider of preclinical development services, in Beijing, China. Since the commencement of our operations, we have focused substantially all of our resources on conducting research and development activities, including drug discovery, preclinical studies and clinical trials of our product candidates, including the ongoing Phase 2 clinical trials of BA3011 and BA3021, establishing and maintaining our intellectual property portfolio, manufacturing clinical and research material through third parties, hiring personnel, establishing product development and commercialization collaborations with third parties, raising capital and providing general and administrative support for these documentsoperations. Since 2014, see such research and development activities have exclusively related to the research, development, manufacture and Phase 1 and Phase 2 clinical testing of our CAB antibody-based product candidates and the strengthening of our proprietary CAB technology platform and pipeline. We do not have any products approved for sale, and we have not generated any revenue from product sales. CHANNELS FOR DISCLOSURE OF INFORMATION Investors and others should note that we routinely announce material information to investors and the marketplace using filings with the SEC, press releases, public conference calls, presentations, webcasts and our investor relations website. While not all of the information that we post to our investor relations website is of a material nature, some information could be deemed to be material. Accordingly, we encourage investors, the media, and others interested in our company to review the information that we share at the “Where You Can Find More Information.Investors” More link located at the top of our webpage at xxx.xx.xxxxxxx.xxx. Users may automatically receive email alerts and other information about us is also available through our company when enrolling an email address by visiting Email Alerts in the Resources section of our website at xxx.xxxxxxxx.xxx. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein). Our principal executive offices are located at 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, telephone (000) 000-0000xxxxx://xx.xxxxxxx.xxx.