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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 18, 2025
TERAWULF INC.
(Exact name of registrant as specified in its charter)
| Delaware |
001-41163 |
87-1909475 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
9 Federal Street
Easton, Maryland 21601
(Address of principal executive offices) (Zip Code)
(410) 770-9500
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
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| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to
Section 12(b) of the Act:
| Title of each class |
Trading
Symbol(s) |
Name of each exchange on which
registered |
| Common stock, $0.001 par value per share |
WULF |
The Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On December 18, 2025, TeraWulf Inc.
(“TeraWulf” or the “Company”) announced that Flash Compute LLC (“Flash Compute”) upsized and
priced its offering of $1.3 billion aggregate principal amount of senior secured notes due 2030 (the “Offering”) at an
issue price of 7.250% in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule
144A under the Securities Act of 1933, as amended (the “Securities Act”) or, outside the United States, to persons other
than “U.S. persons” in compliance with Regulation S under the Securities Act. The Offering has been upsized from the
previously announced $1.275 billion in aggregate principal amount of the notes. The Offering is expected to close on December 29,
2025, subject to market and other conditions.
Flash Compute is a wholly-owned subsidiary of FS
CS I LLC, whose equity interests are owned 50.1% by Big Country Wulf LLC, a subsidiary of the Company, and 49.9% by Fluidstack CS I Inc.,
a wholly-owned indirect subsidiary of Fluidstack Ltd.
The information included in
this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.
Cautionary Note Regarding Forward-Looking Statements
Statements in this Current Report on Form 8-K about
future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute
“forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, statements relating to the completion, size and timing of the offering, the anticipated use of any proceeds
from the offering, and the terms of the notes. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,”
“project,” “should,” “target,” “will,” “would,” and similar expressions are
intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results
may differ materially from those indicated by such forward-looking statements as a result of various important factors, including uncertainties
related to market conditions and the completion of the offering on the anticipated terms or at all, the other factors discussed in the
“Risk Factors” section of TeraWulf’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the
“SEC”) on March 3, 2025 and the risks described in other filings that TeraWulf may make from time to time with the SEC. Any
forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and TeraWulf specifically disclaims
any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to
the extent required by applicable law.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: December 18, 2025 |
TERAWULF, INC. |
| |
|
|
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By: |
/s/ Patrick A. Fleury |
| |
Name: |
Patrick A. Fleury |
| |
Title: |
Chief Financial Officer |
