This Amendment No. 5 (this “Amendment No. 5”) amends and supplements the original Schedule 13D filed (with the Securities and Exchange Commission (the “Commission”) on December 23, 2021 (the “Schedule 13D”), as amended by Amendment No. 1 thereto, filed with the Commission on October 4, 2022, Amendment No. 2 thereto, filed with the Commission on October 17, 2022, Amendment No. 3 thereto, filed with the Commission on February 3, 2023, and Amendment No. 4 thereto, filed with the Commission on March 10, 2023, and is filed by (i) Mr. Nazar M. Khan, (ii) Yaqeen Trust I, a Minnesota trust (“Yaqeen Trust I”), and (iii) Lake Harriet Holdings, LLC, a Delaware limited liability company (“Lake Harriet Holdings”) (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 purpose of this Amendment No. 5 is to disclose recent transactions identified in Item 3 and to reflect the termination of various voting proxies the Reporting Persons had previously granted over certain of the shares of Common Stock reflected in this Schedule 13D.
Item 2. Identity and Background.
No material change.
Item 3. Source and Amount of Funds or Other Consideration.
On June 14, 2023, Mr. Khan received 3,804,683 shares of Common Stock in a pro rata distribution by Stammtisch Investments LLC (“Stammtisch”) to its members.
Item 4. Purpose of Transaction.
No material change.
Item 5. Interest in Securities of the Issuer.
Reference to percentage ownerships of Common Stock in this Schedule 13D are based on 212,032,468 shares of Common Stock of the Issuer, issued and outstanding as of May 15, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q, dated May 15, 2023.
(a) and (b)
| (i) | As of the date of this Schedule 13D, Mr. Nazar M. Khan may be deemed to be the beneficial owner of 21,344,491 shares of Common Stock (approximately 10.0% of Common Stock), 7,609,865 shares of Common Stock which he holds directly, 4,019,787 shares of Common Stock with respect to which he has a beneficial interest by virtue of the interest and authority granted to him under the trust instruments of various trusts for the benefit of his family, 2,679,857 shares of Common Stock with respect to which he has a beneficial interest by virtue of his position as the trustee of Yaqeen Trust I and 7,034,982 shares of Common Stock with respect to which he has a beneficial interest by virtue of his position as the sole manager and president of Lake Harriet Holdings. Mr. Nazar M. Khan may be deemed to have sole dispositive power with respect to the 7,609,865 shares he holds directly, shared dispositive power with respect to 4,019,787 shares of Common Stock held by various trusts for the benefit of his family, sole dispositive power with respect to 2,679,857 shares of Common Stock held by Yaqeen Trust I and sole dispositive power with respect to 7,034,982 shares of Common Stock held by Lake Harriet Holdings. Mr. Nazar M. Khan disclaims beneficial ownership of all such shares of Common Stock. |