3//SEC Filing
Bayshore Capital LLC 3
Accession 0000950142-21-004158
CIK 0001083301other
Filed
Dec 22, 7:00 PM ET
Accepted
Dec 23, 4:05 PM ET
Size
25.7 KB
Accession
0000950142-21-004158
Insider Transaction Report
Form 3
TERAWULF INC.WULF
Pascual Bryan J.
10% Owner
Holdings
- 17,722,432
Common stock, $0.001 par value per share
Bayshore Capital LLC
10% Owner
Holdings
- 17,722,432
Common stock, $0.001 par value per share
Footnotes (3)
- [F1]Received in connection with the agreement and plan of merger, dated as of June 24, 2021 (as amended, supplemented or otherwise modified prior to the date hereof), by and among TeraWulf Inc. (formerly known as Telluride Holdco, Inc.), a Delaware corporation ("TeraWulf"), IKONICS Corporation, a Minnesota corporation ("IKONICS"), Telluride Merger Sub I, Inc., a Minnesota corporation ("Merger Sub I"), Telluride Merger Sub II, Inc., a Delaware corporation ("Merger Sub II"), and TeraCub Inc. (formerly known as TeraWulf Inc.), a Delaware corporation ("TeraCub"), pursuant to which (i) Merger Sub I, a wholly-owned subsidiary of TeraWulf, which was a wholly-owned subsidiary of IKONICS, merged with and into IKONICS (the "First Merger"), with IKONICS surviving the First Merger as a wholly-owned subsidiary of TeraWulf, and (cont'd on FN 2)
- [F2](cont'd from FN 1) (ii) Merger Sub II, a wholly-owned subsidiary of TeraWulf, merged with and into TeraCub (the "Second Merger"), with TeraCub surviving the Second Merger as a wholly-owned subsidiary of TeraWulf. Bayshore Capital LLC ("Bayshore") received the shares of common stock, $0.001 par value per share, of TeraWulf (the "Shares") as consideration for the Second Merger.
- [F3]The Shares are directly held by Bayshore. Mr. Bryan Pascual is the controlling member of Bayshore. Each of the Reporting Persons disclaims beneficial ownership of the Shares except to the extent of their respective pecuniary interest therein, and the inclusion of the Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.
Issuer
TERAWULF INC.
CIK 0001083301
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001885426
Filing Metadata
- Form type
- 3
- Filed
- Dec 22, 7:00 PM ET
- Accepted
- Dec 23, 4:05 PM ET
- Size
- 25.7 KB