If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 2
of 10 |
1 |
NAME OF REPORTING PERSON
Stammtisch Investments LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
26,124,121 |
8 |
SHARED VOTING POWER
-0- |
9 |
SOLE DISPOSITIVE POWER
26,124,121 |
10 |
SHARED DISPOSITIVE POWER
-0- |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,124,121 (1) |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.1% (1) |
|
14 |
TYPE OF REPORTING PERSON
OO |
|
| (1) | Based on 173,342,334 shares of common stock, par value $0.001 per share (“Common Stock”),
of TeraWulf Inc. (the “Issuer”) issued and outstanding as of February 13, 2023, as set forth in the Issuer’s
Registration Statement on Form S-3, dated February 14, 2023. Aggregate amount beneficially owned includes 12,000,000 warrants, exercisable
at any time at the option of the holder thereof for an equal number of fully paid and non-assessable shares of the Issuer’s Common
Stock. |
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 3
of 10 |
1 |
NAME OF REPORTING PERSON
Paul B. Prager |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
56,057,284 |
8 |
SHARED VOTING POWER
-0- |
9 |
SOLE DISPOSITIVE POWER
41,789,725 |
10 |
SHARED DISPOSITIVE POWER
-0- |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,057,284 (2) |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3% (2) |
|
14 |
TYPE OF REPORTING PERSON
IN |
|
(2) | | Based
on 173,342,334 shares of Common Stock of the Issuer, issued and outstanding as of February 13, 2023, as set forth in the Issuer’s
Registration Statement on Form S-3, dated February 14, 2023. Aggregate amount beneficially owned includes 14,579,365warrants, exercisable
at any time at the option of the holder thereof for an equal number of fully paid and non-assessable shares of the Issuer’s Common
Stock. |
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 4
of 10 |
1 |
NAME OF REPORTING PERSON
Lucky Liefern LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
654,706 |
8 |
SHARED VOTING POWER
-0- |
9 |
SOLE DISPOSITIVE POWER
654,706 |
10 |
SHARED DISPOSITIVE POWER
-0- |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
654,706 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (3) |
|
14 |
TYPE OF REPORTING PERSON
OO |
|
(3) | | Based
on 173,342,334 shares of Common Stock of the Issuer, issued and outstanding as of February 13, 2023, as set forth in the Issuer’s
Registration Statement on Form S-3, dated February 14, 2023.
|
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 5
of 10 |
1 |
NAME OF REPORTING PERSON
Heorot Power Holdings LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
375,000 |
8 |
SHARED VOTING POWER
-0- |
9 |
SOLE DISPOSITIVE POWER
375,000 |
10 |
SHARED DISPOSITIVE POWER
-0- |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,000 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% (4) |
|
14 |
TYPE OF REPORTING PERSON
IN |
|
(4) | | Based
on 173,342,334 shares of Common Stock of the Issuer, issued and outstanding as of February 13, 2023, as set forth in the Issuer’s
Registration Statement on Form S-3, dated February 14, 2023. |
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 6
of 10 |
1 |
NAME OF REPORTING PERSON
Somerset Operating Company, LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
8,510,638 |
8 |
SHARED VOTING POWER
-0- |
9 |
SOLE DISPOSITIVE POWER
8,510,638 |
10 |
SHARED DISPOSITIVE POWER
-0- |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,510,638 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9% (5) |
|
14 |
TYPE OF REPORTING PERSON
OO |
|
(5) | | Based
on 173,342,334 shares of Common Stock of the Issuer, issued and outstanding as of February 13, 2023, as set forth in the Issuer’s
Registration Statement on Form S-3, dated February 14, 2023. |
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 7
of 10 |
1 |
NAME OF REPORTING PERSON
Allin WULF LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
6,125,260 |
8 |
SHARED VOTING POWER
-0- |
9 |
SOLE DISPOSITIVE POWER
6,125,260 |
10 |
SHARED DISPOSITIVE POWER
-0- |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,125,260 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5% (6) |
|
14 |
TYPE OF REPORTING PERSON
OO |
|
(6) | | Based
on 173,342,334 shares of Common Stock of the Issuer, issued and outstanding as of February 13, 2023, as set forth in the Issuer’s
Registration Statement on Form S-3, dated February 14, 2023.Aggregate amount beneficially owned includes 2,579,365 warrants, exercisable
at any time at the option of the holder thereof for an equal number of fully paid and non-assessable shares of the Issuer’s Common
Stock. |
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 8
of 10 |
Item 1. Security and Issuer.
This Amendment No. 7 (“Amendment No.
7”) amends and supplements the original Schedule 13D filed with the Securities and Exchange Commission (the “Commission”)
on December 23, 2021, as amended by Amendment No. 1 thereto, filed with the Commission on March 15, 2022, Amendment No. 2 thereto, filed
with the Commission on September 2, 2022, Amendment No. 3 thereto, filed with the Commission on October 4, 2022, Amendment No. 4 thereto,
filed with the Commission on October 14, 2022, Amendment No. 5 thereto, filed with the Commission on December 16, 2022 and Amendment
No. 6 thereto, filed with the Commission on February 3, 2023 (the “Schedule 13D”) and is filed by (i) Stammtisch
Investments LLC, a Delaware limited liability company (“Stammtisch”), (ii) Mr. Paul B. Prager, (iii) Lucky
Liefern LLC (“Lucky Liefern”), (iv) Heorot Power Holdings LLC (“Heorot”), (v) Somerset
Operating Company, LLC (“Somerset”) and (vi) Allin WULF LLC (“Allin WULF”)
(each, a “Reporting Person” and, collectively, the “Reporting Persons”), relating
to the shares of the common stock, par value $0.001 per share (the “Common Stock”), of TeraWulf Inc. (formerly
known as Telluride Holdco, Inc.), a Delaware corporation (the “Issuer”). Capitalized terms used but not defined
herein shall have the meaning set forth in the Schedule 13D. The Amendment No. 7 is being filed to (i) disclose the exercisability of
the 12,000,000 warrants held by Stammtisch and the 1,190,476 warrants held by Allin WULF, and the corresponding beneficial ownership
over the shares underlying such warrants, and (ii) the receipt by Allin WULF of 2,157,006 shares of Common Stock upon conversion of $853,912.33
of convertible notes of the Issuer.
Item 2. Identity and Background.
No material change.
Item 3. Source and Amount of Funds or Other Consideration.
On February 23, 2023, the Issuer’s stockholders approved the Share
Increase Amendments. As a result, the 12,000,000 Exchange Warrants held by Stammtisch and the 1,190,476 Allin WULF Warrants became exercisable.
On November 25, 2022, Allin WULF purchased $853,912.33 of convertible notes
from the Issuer (the “Convertible Notes”). Three business days after the approval of the Share Increase Amendments, the aggregate
principal amount of the Convertible Notes promissory notes and accrued but unpaid interest thereon was converted into 2,157,006 shares
of Common Stock in accordance with the terms of the Convertible Notes. References to, and descriptions of, the Convertible Note set forth
above are not intended to be complete and are qualified in their entirety by reference to the full text of the Convertible Note, which
is filed as Exhibit 37 and is incorporated into this Schedule 13D by reference.
Item 4. Purpose of Transaction.
The information
set forth under Item 3 above is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows:
References to percentage ownerships of the
Common Stock in this Schedule 13D are based on 173,342,334 shares of Common Stock of the Issuer, issued and outstanding as of February
13, 2023, as set forth in the Issuer’s Registration Statement on Form S-3, dated February 14, 2023.
| (i) | As of the date of this Schedule 13D, Stammtisch may be deemed to be the beneficial owner of 26,124,121
shares of the Common Stock (approximately 15.1% of the Common Stock), all of which it holds directly. Stammtisch may be deemed to have
sole voting and dispositive power with respect to such shares of the Common Stock. |
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 9
of 10 |
| (ii) | As of the date of this Schedule 13D, Mr. Paul B. Prager may be deemed to be the beneficial owner of 56,057,284 shares of the Common
Stock (approximately 32.3% of the Common Stock). Of such 56,057,284 shares of the Common Stock, Mr. Paul B. Prager has a beneficial
ownership interest with respect to 26,124,121 shares of the Common Stock by virtue of his position as the sole manager and president
of Stammtisch, 654,706 shares of the Common Stock by virtue of his position as the managing member of Lucky Liefern, 375,000 shares
of the Common Stock by virtue of his position as the sole managing member of Heorot, 8,510,638 shares of the Common Stock by virtue
of his position as the sole managing member of Somerset, 6,126,260 shares of the Common Stock by virtue of his position as the sole
managing member of Allin WULF and 14,267,559 shares of the Common Stock owned by various individuals, trusts and limited liability
companies by virtue of irrevocable voting proxies executed by such individuals, trusts and limited liability companies in favor of
Mr. Paul B. Prager. Mr. Paul B. Prager may be deemed to have sole voting power with respect to 56,057,284 shares of the Common Stock
and sole dispositive power with respect to 41,789,725 shares of the Common Stock. Mr. Paul B. Prager disclaims beneficial ownership
of all such shares of the Common Stock. |
| (iii) | As of the date of this Schedule 13D, Lucky Liefern may be deemed the beneficial owner of 654,706 shares
of the Common Stock (approximately 0.4% of the Common Stock), which it holds directly. Lucky Liefern may be deemed to have sole voting
and dispositive power with respect to such shares of the Common Stock. |
| (iv) | As of the date of this Schedule 13D, Heorot may be deemed the beneficial owner of 375,000 shares of the
Common Stock (approximately 0.2% of the Common Stock), which it holds directly. Heorot may be deemed to have sole voting and dispositive
power with respect to such shares of the Common Stock. |
| (v) | As of the date of this Schedule 13D, Somerset may be deemed the beneficial owner of 8,510,638 shares of
the Common Stock (approximately 4.9% of the Common Stock), which it holds directly. Somerset may be deemed to have sole voting and dispositive
power with respect to such shares of the Common Stock. |
| (vi) | As of the date of this Schedule 13D, Allin WULF may be deemed the beneficial owner of 6,126,260 shares
of the Common Stock (approximately 3.5% of the Common Stock), which it holds directly. Allin WULF may be deemed to have sole voting and
dispositive power with respect to such shares of the Common Stock. |
The information set forth in Item 3 above
is hereby incorporated into this Item 5(c) by reference, as applicable.
(d) Not applicable.
(e) Not
applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
The information
set forth under Item 3 above is incorporated herein by reference.
Item 7. Material
to be Filed as Exhibits.
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 10
of 10 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 10, 2023
|
STAMMTISCH INVESTMENTS LLC |
|
|
|
|
|
|
|
By: |
/s/ Paul B. Prager |
|
|
|
Name: |
Paul B. Prager |
|
|
|
Title: |
President and Manager |
|
|
|
|
|
|
|
PAUL B. PRAGER |
|
|
|
|
|
|
|
/s/ Paul B. Prager |
|
|
|
|
|
|
|
LUCKY LIEFERN, LLC |
|
|
|
|
|
|
|
By: |
/s/ Paul B. Prager |
|
|
|
Name: |
Paul B. Prager |
|
|
|
Title: |
Managing Member |
|
|
|
|
|
|
|
HEOROT POWER HOLDINGS, LLC |
|
|
|
|
|
|
|
By: |
/s/ Paul B. Prager |
|
|
|
Name: |
Paul B. Prager |
|
|
|
Title: |
Managing Member |
|
|
|
|
|
|
|
SOMERSET OPERATING COMPANY, LLC
|
|
|
|
|
|
|
|
By: |
/s/ Paul B. Prager |
|
|
|
Name: |
Paul B. Prager |
|
|
|
Title: |
Managing Member |
|
|
|
|
|
|
|
ALLIN
WULF LLC
|
|
|
|
|
|
|
|
By: |
/s/ Paul B. Prager |
|
|
|
Name: |
Paul B. Prager |
|
|
|
Title: |
President |
|
Attention. Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).