Amended Statement of Beneficial Ownership (sc 13d/a)
February 06 2023 - 5:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
TERAWULF
Inc.
(Name of Issuer)
Common
stock, par value $0.001 per share
(Title of Class of
Securities)
88080T
104
(CUSIP Number)
Bayshore Capital LLC
53 Palmeras Street, Suite 601
San Juan, Puerto Rico
00901
410-770-9500
(Name, Address and Telephone
Number of Person
Authorized to Receive Notices
and Communications)
January 30,
2023
(Date of Event which Requires Filing of this Statement)
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 §240.13d-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, as amended (the “Act”), or otherwise subject to the liabilities of Section 18 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 7 |
| 1 |
NAME
OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bayshore Capital LLC |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
| 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
Puerto Rico |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE
VOTING POWER
17,513,644 |
| 8 |
SHARED
VOTING POWER
-0- |
| 9 |
SOLE
DISPOSITIVE POWER
17,513,644 |
| 10 |
SHARED
DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,513,644(1) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%(1) |
|
| 14 |
TYPE
OF REPORTING PERSON
OO |
|
| |
|
|
|
|
| 1 | Based
on 145,577,629 shares of common stock, par value $0.001 per share (“Common Stock”),
of TeraWulf Inc. (the “Issuer”) issued and outstanding as of January
27, 2023, as set forth in the Issuer’s prospectus supplement, dated February 1, 2023.
Aggregate amount beneficially owned includes 1,587,302 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 7 |
| 1 |
NAME
OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bryan Pascual |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
| 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
17,763,644 |
| 8 |
SHARED
VOTING POWER
-0- |
| 9 |
SOLE
DISPOSITIVE POWER
17,763,644 |
| 10 |
SHARED
DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,763,644 (2) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1%(2) |
|
| 14 |
TYPE
OF REPORTING PERSON
IN |
|
| |
|
|
|
|
| 2 | Based on 145,577,629 shares of Common Stock of the Issuer issued
and outstanding as of January 27, 2023, as set forth in the Issuer’s prospectus supplement, dated February 1, 2023. Aggregate amount
beneficially owned includes 2,500 shares of the Issuer’s Series A Convertible Preferred Stock, convertible into Common Stock at
a rate of 100 shares per $1,000 of liquidation preference, and 1,587,302 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 4 of 7 |
Item 1. Security and Issuer.
This
Amendment (“Amendment”) 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 and Amendment No. 4 thereto, filed with the Commission on
October 14, 2022, and the Amendment thereto, filed with the Commission on December 16, 2022 (as amended, the “Original
Schedule 13D”) and is filed by (i) Bayshore Capital LLC, a Puerto Rico limited liability company (“Bayshore”),
and (ii) Mr. Bryan Pascual (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.
This Amendment is being filed to disclose the
entry by the Bayshore into the Voting and Support Agreement, dated as of January 30, 2023
Item 2. Identity and Background.
No material change.
Item 3. Source and Amount of Funds or Other Consideration.
On
January 30, 2023, in order to increase the number of shares available for issuance by the Issuer in a public offering of common
stock, the Issuer entered into an exchange agreement (the “Exchange Agreement”) with Stammtisch Investments
LLC, a Delaware limited liability company (“Stammtisch”), pursuant to which Stammtisch exchanged shares of
Common Stock for warrants exercisable to purchase shares of Common Stock (the “Exchange Warrants”).
The
Exchange Warrants will be immediately exercisable after the Issuer’s stockholders approve amendments to increase the Issuer’s
authorized shares of Common Stock from 200,000,000 to 400,000,000 (the “Common Stock Increase Amendment”).
The
Issuer is also seeking the approval of its stockholders at a special meeting (the “Special
Meeting”) to (i) increase the maximum number of authorized shares of preferred stock, with the par value of
$0.001 per share, from 25,000,000 to 100,000,000 (together with the Common Stock Increase Amendment, the “Share Increase
Amendments”) and (ii) remove the restriction on stockholder action by written consent (the “Written
Consent Amendment” and, together with the Share Increase Amendments, the “Charter
Amendments”).
As
an inducement for Stammtisch to enter into the Exchange Agreement, the Issuer entered into a Voting and Support Agreement, dated January 30,
2023, with Bayshore, Paul Prager, Stammtisch, Lucky Liefern LLC, Heorot Power Holdings LLC, Somerset Operating Company LLC, Allin WULF
LLC, Lake Harriet Holdings, LLC, Nazar Khan, Revolve Capital LLC, and Opportunity Four of Parabolic Ventures Holdings LLC A DE Series (the
“Voting and Support Agreement”). Pursuant to the Voting and Support Agreement, Bayshore and such other
stockholders agreed with the Issuer to vote in support of the Charter Amendments at the Special Meeting. References to, and descriptions
of, the Voting and Support Agreement set forth above are qualified in their entirety by reference to the full text of the Voting and
Support Agreement which is filed as Exhibit 1 hereto, 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 145,577,629 shares of Common Stock of the Issuer, issued and outstanding as of January 27,
2023, as set forth in the Issuer’s prospectus supplement, dated February 1, 2023.
|
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 5 of 7 |
| (i) | As of the date of this Amendment, Bayshore
may be deemed to be the beneficial owner of 17,513,644 shares of the Common Stock (approximately
11.9% of the Common Stock), which it holds directly. |
Bayshore may be deemed to have sole voting
and dispositive power with respect to such shares of the Common Stock.
| (ii) | As of the date of this Schedule 13D,
Mr. Bryan Pascual may be deemed to be the beneficial owner of 17,763,644 shares of the
Common Stock (approximately 12.1% of the Common Stock). Of such 17,763,644 shares of the
Common Stock, Mr. Bryan Pascual has a beneficial ownership interest with respect to
the 17,513,644 shares of the Common Stock by virtue of the BJP Revocable Trust’s position
as the controlling member of Bayshore, and with respect to 250,000 shares of the Common Stock
into which the shares of Series A Convertible Preferred Stock held by the BJP Revocable
Trust were convertible as of March 21, 2022. Mr. Bryan Pascual may be deemed to
have sole voting and dispositive power with respect to the 17,763,644 shares of the Common
Stock. |
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.
| Exhibit 1 | Voting and Support Agreement, dated as of January 30,
2023, between Terawulf Inc., Paul Prager, Stammtisch Investments LLC, Lucky Liefern LLC, Heorot Power Holdings LLC, Somerset Operating
Company LLC, Allin WULF LLC, Lake Harriet Holdings, LLC, Nazar Khan, Bayshore Capital LLC, Revolve Capital LLC, Opportunity Four of Parabolic
Ventures Holdings LLC A DE Series. |
|
CUSIP No. 88080T 104 |
SCHEDULE 13D |
Page 6 of 7 |
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: February 6, 2023
| |
BAYSHORE
CAPITAL LLC |
| |
|
| |
By: |
/s/ Bryan Pascual |
| |
|
Bryan
Pascual |
| |
|
Chief Executive Officer, President, Secretary |
| |
|
| |
By: |
/s/ Bryan Pascual |
| |
|
Bryan Pascual |
Attention. Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
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