Item 7.01 Regulation FD Disclosure.
A copy of the Company’s investor presentation, which was discussed on today’s
business update call at 5:00 p.m. Eastern Time, is attached hereto as Exhibit
99.1 and is incorporated herein by reference. A copy of the Company press
release announcing the Company’s recent capital raising activity and outlook is
attached hereto as Exhibit 99.2 and incorporated herein by reference.
The information contained in this Item 7.01 as well as in Exhibit 99.1 and
Exhibit 99.2 is furnished and shall not be deemed to be “filed” for purposes of
Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, and such
information shall not be deemed to be incorporated by reference into any of the
Company’s filings under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Investor Presentation, June 2022.
99.2 Press Release, dated June 13, 2022.
104.1 Cover Page Interactive Data File (embedded within the inline XBRL
document).
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995, as amended. Such forward-looking statements include
statements concerning anticipated future events and expectations that are not
historical facts. All statements, other than statements of historical fact, are
statements that could be deemed forward-looking statements. In addition,
forward-looking statements are typically identified by words such as “plan,”
“believe,” “goal,” “target,” “aim,” “expect,” “anticipate,” “intend,” “outlook,”
“estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,”
“possible,” “potential,” “predict,” “should,” “would” and other similar words
and expressions, although the absence of these words or expressions does not
mean that a statement is not forward-looking. Forward-looking statements are
based on the current expectations and beliefs of TeraWulf’s management and are
inherently subject to a number of factors, risks, uncertainties and assumptions
and their potential effects. There can be no assurance that future developments
will be those that have been anticipated. Actual results may vary materially
from those expressed or implied by forward-looking statements based on a number
of factors, risks, uncertainties and assumptions, including, among others: (1)
conditions in the data mining industry, including fluctuation in the market
pricing of bitcoin and other cryptocurrencies, and the economics of
cryptocurrency mining, including as to variables or factors affecting the cost,
efficiency and profitability of cryptocurrency mining; (2) competition among the
various providers of data mining services; (3) changes in applicable laws,
regulations and/or permits affecting TeraWulf’s operations or the industries in
which it operates, including regulation regarding power generation,
cryptocurrency usage and/or cryptocurrency mining; (4) the ability to implement
certain business objectives and to timely and cost-effectively execute
integrated projects; (5) failure to obtain adequate financing on a timely basis
and/or on acceptable terms with regard to growth strategies or operations? (6)
loss of public confidence in bitcoin or other cryptocurrencies and the potential
for cryptocurrency market manipulation? (7) the potential of cybercrime,
money-laundering, malware infections and phishing and/or loss and interference
as a result of equipment malfunction or break-down, physical disaster, data
security breach, computer malfunction or sabotage (and the costs associated with
any of the foregoing)? (8) the availability, delivery schedule and cost of
equipment necessary to maintain and grow the business and operations of
TeraWulf, including mining equipment and infrastructure equipment meeting the
technical or other specifications required to achieve its growth strategy; (9)
employment workforce factors, including the loss of key employees; (10)
litigation relating to TeraWulf, IKONICS and/or the business combination; (11)
the ability to recognize the anticipated objectives and benefits of the business
combination; (12) the timely transition of the CFO role; and (13) other risks
and uncertainties detailed from time to time in the Company’s filings with the
Securities and Exchange Commission (“SEC”). Potential investors, stockholders
and other readers are cautioned not to place undue reliance on
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these forward-looking statements, which speak only as of the date on which they
were made. TeraWulf does not assume any obligation to publicly update any
forward-looking statement after it was made, whether as a result of new
information, future events or otherwise, except as required by law or
regulation. Investors are referred to the full discussion of risks and
uncertainties associated with forward-looking statements and the discussion of
risk factors contained in the Company’s filings with the SEC, which are
available at http://www.sec.gov.
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