TeraWulf Inc美股招股说明书(2026-04-14版)

PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated January16, 2025) $800,000,000 Common Stock TeraWulf Inc. is offering $800,000,000 of shares of its common stock, par value $0.001 per share(“Common Stock”), pursuant to this prospectus supplement and the accompanying prospectus. We intend to use the net proceeds of this offering to finance a portion of the cost of construction of adata center at our site in Hawesville, Kentucky (the “Hawesville Site”), including repayment in full ofamounts outstanding under our Bridge Credit Facility (as defined herein), for future site acquisitions and forgeneral corporate purposes. See “Use of Proceeds.” Our Common Stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol“WULF.”On April13, 2026, the last reported sale price of our Common Stock on Nasdaq was $19.45 per share. See “Risk Factors” beginning on pageS-10of this prospectus supplement and in the documentsincorporated by reference in this prospectus supplement to read about factors you should consider beforebuying shares of our Common Stock. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of Common Stock against payment in New York, NewYork on, 2026. Lead Bookrunning Manager TABLE OF CONTENTS Prospectus Supplement SummaryS-1Risk FactorsS-10Use of ProceedsS-12CapitalizationS-13Certain Material U.S. Federal Income Tax Considerations for Non-U.S. HoldersS-14UnderwritingS-18Legal MattersS-27ExpertsS-27 Prospectus About This Prospectus1Where You Can Find More Information2Incorporation by Reference3Forward-Looking Statements4The Company5Risk Factors6Use of Proceeds7Description of Capital Stock8Description of the Debt Securities12Description of the Depositary Shares22Description of the Warrants25Description of the Rights27Description of the Purchase Contracts28Description of the Units29Plan of Distribution30Legal Matters33Experts33 We have not, and the underwriter has not, authorized anyone to provide you with any information that isnot contained in or incorporated by reference into this prospectus supplement, the accompanying prospectusand any related free writing prospectus that we have prepared. We and the underwriter take no responsibilityfor, and can provide no assurance as to the reliability of, any other information that others may give you. Youshould assume that the information contained in or incorporated by reference into this prospectus supplement,the accompanying prospectus and any such free writing prospectus is accurate only as of the date of theapplicable document. Our business, financial condition, liquidity, results of operations and prospects may havechanged since those dates. We are not, and the underwriter is not, making an offer to sell these securities in anystate or other jurisdiction where the offer and sale is not permitted. The shares of Common Stock are being offered for sale only in jurisdictions where it is lawful to makesuch offers. The distribution of this prospectus supplement and the accompanying prospectus and theoffering of the shares of Common Stock in certain jurisdictions may be restricted by law. Persons outsidethe United States who receive this prospectus supplement and the accompanying prospectus should informthemselves about and observe any such restrictions. This prospectus supplement and the accompanyingprospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone inany jurisdiction in which such offer or solicitation is not authorized or in which the person making suchoffer or solicitation is not authorized or in which the person making such offer or solicitation is not qualifiedto do so or to any person to whom it is unlawful to make such offer or solicitation. See “Underwriting.” ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes thespecific terms of this offering and also supplements and updates information contained in the accompanyingprospectus and the documents incorporated by reference into this prospectus supplement and theaccompanying prospectus. The second part is the accompanying prospectus, which gives more generalinformation, some of which may not apply to this offering. If the information contained in this prospectussupplement differs or varies from the information contained in the accompanying prospectus, you shouldrely on the information set forth in this prospectus supplement. Unless we specifically state otherwise, the information in this prospectus supplement and theaccompanying prospectus, including the documents incorporated by reference herein and therein, assumesthat the underwriters do not exercise the