TERAWULF INC. — Major Shareholding Notification 2021

Dec 22, 2021

SC 13G 1 d273284dsc13g.htm SC 13G SC 13G

SCHEDULE 13G

Under the Securities Exchange Act of 1934

TERAWULF INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

88080T104

(CUSIP Number)

December 13, 2021

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-l(c)

☐ Rule 13d-1(d)

• 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 the 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. 88080T104

1	NAMES OF REPORTING PERSONS Revolve Capital LLC
2	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Puerto
Rico

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 10,822,753 (1)
6	SHARED VOTING POWER 0
7	SOLE DISPOSITIVE POWER 10,822,753 (1)
8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,822,753 (1)
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 10.8% (2)
12	TYPE OF REPORTING PERSON (See Instructions) OO

(1 ) The shares are held of record by Revolve Capital LLC.

(2 ) Based on 99,976,253 shares of the Common Stock, par value $.001 per share of the Issuer outstanding as of December 13, 2021, as reported in the Issuer’s 8-K, filed with the Securities and Exchange Commission on December 13, 2021.

I TEM 1. (a) N AME OF I SSUER :

TeraWulf Inc.

(b) A DDRESS OF I SSUER ’ S P RINCIPAL E XECUTIVE O FFICES :

9 Federal Street, Easton, MD 21601

I TEM 2. (a) N AME OF P ERSON F ILING :

Revolve Capital LLC

(b) A DDRESS OF P RINCIPAL B USINESS O FFICE OR , IF N ONE , R ESIDENCE :

339 Dorado Beach East, Dorado, PR 00646

(c) C ITIZENSHIP :

Revolve Capital LLC is a Puerto Rico limited liability company.

(d) T ITLE OF C LASS OF S ECURITIES :

Common Stock

(e) CUSIP N UMBER :

88080T104

I TEM 3. I F T HIS S TATEMENT IS F ILED P URSUANT TO §§ 240.13d-l(b), OR 240.13d-2(b) OR ( C ), C HECK W HETHER THE P ERSON F ILING IS A :

(a)	☐	Broker or dealer registered under Section 15 of the Act.
(b)	☐	Bank as defined in Section 3(a)(6) of the Act.
(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act.
(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940.
(e)	☐	An investment adviser in accordance with § 240.13d-1(b)(l)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-l(b)(l)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with § 240.13d-l(b)(l)(ii)(G);
(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(l4) of the Investment Company Act;
(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(l)(ii)(J);
(k)	☐	Group, in accordance with § 240.13d-1(b)(l)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1(ii)(j), please specify the type of institution:

Not Applicable.

I TEM 4. O WNERSHIP .

(a) A MOUNT BENEFICIALLY OWNED :

The shares of common stock are held of record by Revolve Capital LLC. Lauren O’Rourke is the sole member, President and Secretary of Revolve Capital LLC and has voting and dispositive power over the shares of TeraWulf common stock owned by Revolve Capital LLC.

(b) P ERCENT OF CLASS :

10.8%

(c) N UMBER OF SHARES AS TO WHICH SUCH PERSON HAS :

(i) Sole power to vote or to direct the vote: 10,822,753

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 10,822,753

(iv) Shared power to dispose of or to direct the disposition of: 0

I TEM 5. O WNERSHIP OF F IVE P ERCENT OR L ESS OF A C LASS .

Not Applicable.

I TEM 6. O WNERSHIP OF M ORE THAN F IVE P ERCENT ON B EHALF OF A NOTHER P ERSON .

Not Applicable.

I TEM 7. I DENTIFICATION AND C LASSIFICATION OF THE S UBSIDIARY W HICH A CQUIRED THE S ECURITY B EING R EPORTED ON BY THE P ARENT H OLDING C OMPANY OR C ONTROL P ERSON .

Not Applicable.

I TEM 8. I DENTIFICATION AND C LASSIFICATION OF M EMBERS OF THE G ROUP .

Not applicable.

I TEM 9. N OTICE OF D ISSOLUTION OF G ROUP .

Not applicable.

I TEM 10. C ERTIFICATIONS .

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14al1.

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.

REVOLVE CAPITAL LLC
December 20, 2021
(Date)
/s/ Lauren O’Rourke
Lauren O’Rourke, President