Common use of WHERE YOU CAN FIND MORE INFORMATION Clause in Contracts

WHERE YOU CAN FIND MORE INFORMATION. We are subject to the reporting requirements of the Exchange Act and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus supplement or the accompanying prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus supplement and the accompanying prospectus do not contain all of the information we have included in the registration statement on Form S-3 we filed with the SEC under the Securities Act and do not contain all the information set forth in the registration statement or the exhibits and schedules thereto. For further information about us and our Common Stock offered by this prospectus supplement, you may refer to such registration statement and the exhibits and schedules thereto. Statements contained in this prospectus supplement and the accompanying prospectus regarding the contents of any contract or any other document to which reference is made are not necessarily complete and, in each instance where a copy of a contract or other document has been filed as an exhibit to the registration statement, reference is made to the copy so filed, each of those statements being qualified in all respects by the reference. The SEC allows us to “incorporate by reference” into this prospectus supplement the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement. Information that we file later with the SEC will automatically update and supersede information in this prospectus supplement. In all cases, you should rely on the later information over different information included in this prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus supplement: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions and Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and before the later of (1) the completion of the offering of our Common Stock pursuant to this prospectus supplement and (2) the date we stop offering our Common Stock pursuant to this prospectus supplement, will be deemed to be incorporated by reference into this prospectus supplement and to be part of this prospectus supplement from You should not assume that the information in this prospectus supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus supplement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus supplement (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: This prospectus supplement contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus supplement, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward- looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Wthout limiting the generality of the preceding sentence, any time we use the words “expects,” intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus supplement, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus supplement. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus supplement and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward- looking statements represent our estimates and assumptions only as of the date of this prospectus supplement and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus supplement. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus supplement and the accompanying prospectus completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.

WHERE YOU CAN FIND MORE INFORMATION. We are subject to the reporting requirements of the Exchange Act and are required to file with the SEC Chuy’s Holdings, Inc. files annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on information with the SEC. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers, including Xxxx’s, that file electronically with the SEC. The public can obtain any document that Xxxx’s website files electronically with the SEC at xxx.xxx.xxx. Our filingswebsite address is located at xxx.xxxxx.xxx. We make available free of charge our Annual Report on Form 10-K, including Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, any amendments to those reports and other information filed with, or furnished to, the audited financial and additional information that we have SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such material is made public to investors, may also be found on available through our website at xxx.xxxxxxxx.xxxas soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. Information The information contained on or accessible that can be accessed through our website does not constitute part of this prospectus supplement or prospectus. We have filed with the accompanying prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus supplement and the accompanying prospectus do not contain all of the information we have included in the a registration statement on Form S-3 we filed with relating to the SEC under the Securities Act and do securities covered by this prospectus. This prospectus does not contain all the information set forth in the registration statement or statement, parts of which are omitted in accordance with the exhibits rules and schedules theretoregulations of the SEC. For further You will find additional information about us and our Common Stock offered by this prospectus supplement, you may refer to such in the registration statement. Any statement and the exhibits and schedules thereto. Statements contained made in this prospectus supplement and the accompanying prospectus regarding the contents of any contract or any other document to which reference is made are not necessarily complete and, in each instance where a copy of concerning a contract or other document has been of ours is not necessarily complete and you should read the documents that are filed as an exhibit exhibits to the registration statement, reference statement or otherwise filed with the SEC for a more complete understanding of the document or matter. Each such statement is made to the copy so filed, each of those statements being qualified in all respects by reference to the referencedocument to which it refers. The SEC allows us to “incorporate by reference” into this prospectus supplement the information we file with the SECfull registration statement, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to including exhibits thereto, may be part of this prospectus supplement. Information that we file later with obtained from the SEC will automatically update and supersede information in this prospectus supplement. In all cases, you should rely on the later information over different information included in this prospectus supplement. The following documents have been filed by or us with the SEC and are incorporated by reference into this prospectus supplement: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions and Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and before the later of (1) the completion of the offering of our Common Stock pursuant to this prospectus supplement and (2) the date we stop offering our Common Stock pursuant to this prospectus supplement, will be deemed to be incorporated by reference into this prospectus supplement and to be part of this prospectus supplement from You should not assume that the information in this prospectus supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus supplement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus supplement (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: This prospectus supplement contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus supplement, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward- looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceedsindicated above.” Wthout limiting the generality of the preceding sentence, any time we use the words “expects,” intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus supplement, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus supplement. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus supplement and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward- looking statements represent our estimates and assumptions only as of the date of this prospectus supplement and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus supplement. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus supplement and the accompanying prospectus completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.

WHERE YOU CAN FIND MORE INFORMATION. We have filed with the SEC a Registration Statement on Form F-3, of which this prospectus is part, with respect to the ordinary shares we will offer. This prospectus and any accompanying prospectus supplement do not contain all the information contained in the Registration Statement, including its exhibits and schedules. You should refer to the Registration Statement, including the exhibits and schedules, for further information about us and the ordinary shares we may offer. Statements we make in this prospectus and any accompanying prospectus supplement about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the Registration Statement, because those statements are qualified in all respects by reference to those exhibits. The Registration Statement, including exhibits and schedules, is on file at the office of the SEC and may be inspected without charge. We are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the SEC. However, as a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and to submit to the SEC, on Form 6-K, unaudited quarterly financial information for the first three quarters of each fiscal year. Copies of reports and other information, when so filed, may be inspected without charge and may be obtained at prescribed rates at the SEC’s Public Reference Room at 000 X Xxxxxx, X.X., Xxxx 0000, Xxxxxxxxxx, X.X. 00000. The public may obtain information regarding the Public Reference Room by calling the SEC annual, quarterly and current at 0-000-XXX-0000. The SEC also maintains a website at that contains reports, proxy and information statements and other informationinformation about issuers, such as us, who file electronically with the SEC. Such reports include our audited financial statementsThe address of that website is xxxx://xxx.xxx.xxx. Our publicly available filings We maintain a corporate website at xxx.xxxxxxxxxxxxxxxxxx.xxx. Information contained on, or that can be found on the SEC’s website at xxx.xxx.xxx. Our filingsaccessed through, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus supplement or the accompanying prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus supplement and the accompanying prospectus do not contain all of the information we have included in the registration statement on Form S-3 we filed with the SEC under the Securities Act and do not contain all the information set forth in the registration statement or the exhibits and schedules thereto. For further information about us and our Common Stock offered by this prospectus supplement, you may refer to such registration statement and the exhibits and schedules thereto. Statements contained in this prospectus supplement and the accompanying prospectus regarding the contents of any contract or any other document to which reference is made are not necessarily complete and, in each instance where a copy of a contract or other document has been filed as an exhibit to the registration statement, reference is made to the copy so filed, each of those statements being qualified in all respects by the reference. The SEC allows us to “incorporate by reference” into this prospectus supplement the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement. Information that we file later with the SEC will automatically update and supersede information in this prospectus supplement. In all cases, you should rely on the later information over different information included in this prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus supplement: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions and Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and before the later of (1) the completion of the offering of our Common Stock pursuant to this prospectus supplement and (2) the date we stop offering our Common Stock pursuant to this prospectus supplement, will be deemed to be incorporated by reference into this prospectus supplement and to be part of this prospectus supplement from You should not assume that the information in this prospectus supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus supplement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus supplement (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: This prospectus supplement contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus supplement, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward- looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceedsprospectus.” Wthout limiting the generality of the preceding sentence, any time we use the words “expects,” intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus supplement, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus supplement. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus supplement and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward- looking statements represent our estimates and assumptions only as of the date of this prospectus supplement and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus supplement. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus supplement and the accompanying prospectus completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.

WHERE YOU CAN FIND MORE INFORMATION. We have filed with the SEC a Registration Statement on Form F-3, of which this prospectus is part, with respect to the ordinary shares we will offer. This prospectus and any accompanying prospectus supplement do not contain all the information contained in the Registration Statement, including its exhibits and schedules. You should refer to the Registration Statement, including the exhibits and schedules, for further information about us and the ordinary shares we may offer. Statements we make in this prospectus and any accompanying prospectus supplement about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the Registration Statement, because those statements are qualified in all respects by reference to those exhibits. The Registration Statement, including exhibits and schedules, is on file at the office of the SEC and may be inspected without charge. We are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the SEC. However, as a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and to submit to the SEC, on Form 6-K, unaudited quarterly financial information for the first three quarters of each fiscal year. Copies of reports and other information, when so filed, may be inspected without charge and may be obtained at prescribed rates at the SEC□s Public Reference Room at 000 X Xxxxxx, X.X., Xxxx 0000, Xxxxxxxxxx, X.X. 00000. The public may obtain information regarding the Public Reference Room by calling the SEC annual, quarterly and current at 0-000-XXX-0000. The SEC also maintains a website at that contains reports, proxy and information statements and other informationinformation about issuers, such as us, who file electronically with the SEC. Such reports include our audited financial statementsThe address of that website is xxxx://xxx.xxx.xxx. Our publicly available filings We maintain a corporate website at xxx.xxxxxxxxxxxxxxxxxx.xxx. Information contained on, or that can be found on the SEC’s website at xxx.xxx.xxx. Our filingsaccessed through, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus supplement or the accompanying prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus supplement and the accompanying prospectus do not contain all of the information we have included in the registration statement on Form S-3 we filed with the SEC under the Securities Act and do not contain all the information set forth in the registration statement or the exhibits and schedules thereto. For further information about us and our Common Stock offered by this prospectus supplement, you may refer to such registration statement and the exhibits and schedules thereto. Statements contained in this prospectus supplement and the accompanying prospectus regarding the contents of any contract or any other document to which reference is made are not necessarily complete and, in each instance where a copy of a contract or other document has been filed as an exhibit to the registration statement, reference is made to the copy so filed, each of those statements being qualified in all respects by the reference. The SEC allows us to “incorporate by reference” into this prospectus supplement the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement. Information that we file later with the SEC will automatically update and supersede information in this prospectus supplement. In all cases, you should rely on the later information over different information included in this prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus supplement: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions and Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and before the later of (1) the completion of the offering of our Common Stock pursuant to this prospectus supplement and (2) the date we stop offering our Common Stock pursuant to this prospectus supplement, will be deemed to be incorporated by reference into this prospectus supplement and to be part of this prospectus supplement from You should not assume that the information in this prospectus supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus supplement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus supplement (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: This prospectus supplement contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus supplement, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward- looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceedsprospectus.” Wthout limiting the generality of the preceding sentence, any time we use the words “expects,” intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus supplement, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus supplement. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus supplement and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward- looking statements represent our estimates and assumptions only as of the date of this prospectus supplement and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus supplement. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus supplement and the accompanying prospectus completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.

WHERE YOU CAN FIND MORE INFORMATION. We ET has filed with the SEC a registration statement under the Securities Act of which this prospectus forms a part, which registers the ET Preferred Units to be issued to ETO Preferred Unitholders in connection with the Merger. The registration statement, including the exhibits and schedules attached to the registration statement, contains additional relevant information about ET and the ET Preferred Units. ET and ETO are subject to the information and reporting requirements of the Exchange Act and are required to file Act. In accordance with the SEC Exchange Act, ET and ETO file annual, quarterly and current reports, proxy statements reports and other informationinformation with the SEC under the Exchange Act. Such Copies of ET’s and XXX’s filings with the SEC are available to you without charge upon written or oral request. You can obtain any of these documents by requesting them in writing or by telephone from ET or ETO at: 0000 Xxxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000, Attention: Investor Relations, Email: XxxxxxxxXxxxxxxxx@xxxxxxxxxxxxxx.xxx. ET and XXX also make available free of charge on their internet website at xxx.xxxxxxxxxxxxxx.xxx, respectively, the reports include our audited financial statements. Our publicly available filings can be found on and other information filed by ET and ETO with the SEC, as soon as reasonably practicable after such material is electronically filed or furnished to the SEC. Neither ET’s website at xxx.xxx.xxx. Our filingsnor ETO’s website, including nor the audited financial and additional information that we have made public to investorscontained on their website, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute is part of this prospectus supplement or the accompanying documents included herein. This prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus supplement includes as annexes certain documents that ET and the accompanying prospectus do not contain all of the information we ETO have included in the registration statement on Form S-3 we previously filed with the SEC under the Securities Act and do not contain all the information set forth in the registration statement or the exhibits and schedules thereto. For further information about us and our Common Stock offered by this prospectus supplement, you may refer to such registration statement and the exhibits and schedules thereto. Statements contained in this prospectus supplement and the accompanying prospectus regarding the contents of any contract or any other document to which reference is made are not necessarily complete and, in each instance where a copy of a contract or other document has been filed as an exhibit to the registration statement, reference is made to the copy so filed, each of those statements being qualified in all respects by the reference. The SEC allows us to “incorporate by reference” into this prospectus supplement the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement. Information that we file later with the SEC will automatically update and supersede information in this prospectus supplement. In all cases, you should rely on the later information over different information included in this prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus supplement: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions and Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after as set forth in the date table of contents of this prospectus supplement and before the later of (1) the completion of the offering of our Common Stock pursuant to this prospectus supplement and (2) the date we stop offering our Common Stock pursuant to this prospectus supplement, will be deemed to be incorporated by reference into this prospectus supplement and to be part of this prospectus supplement from You should not assume that the information in this prospectus supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable documentprospectus. Any statement contained in such a document incorporated or deemed to be incorporated by reference into this prospectus supplement will shall be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or any other in an annex hereto consisting of a document filed with the SEC subsequently filed to such document that modifies or replaces such statement. The information included in the annexes hereto is deemed to be incorporated by reference into this prospectus supplement modifies or supersedes except to the statement. Any statement so modified or superseded will not be deemed, except as extent so modified or superseded, to constitute a part of this prospectus supplement. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus supplement (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: This prospectus supplement contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts The information concerning ET contained in this prospectus supplement, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward- looking statements are contained principally in or the sections entitled “Risk Factors” and “Use of Proceeds.” Wthout limiting the generality of the preceding sentence, any time we use the words “expects,” intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestituredocuments included herein has been provided by ET, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference information concerning ETO contained in this prospectus supplementor the documents included herein has been provided by XXX. Neither ET nor XXX has authorized anyone to give any information or make any representation about the Merger, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” ET or ETO that is different from, or in our Registration Statement on Form S-4addition to, which is incorporated by reference into that contained in this prospectus supplementor the documents included herein. These forward-looking statements reflect our views with respect Therefore, if anyone distributes this type of information, you should not rely on it. If you are in a jurisdiction where offers to future events exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this prospectus is unlawful, or you are a person to whom it is unlawful to direct these types or activities, then the offer presented in this prospectus does not extend to you. The information contained in this prospectus speaks only as of its date, or in the case of information in a document included herein, as of the date of this prospectus supplement and are based on assumptions and subject to risks and uncertainties. Given these uncertaintiessuch document, you should not place undue reliance on these forward-looking statements. These forward- looking statements represent our estimates and assumptions only as of unless the information specifically indicates that another date of this prospectus supplement and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus supplement. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus supplement and the accompanying prospectus completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statementsapplies.

WHERE YOU CAN FIND MORE INFORMATION. We are subject to the reporting requirements of the Exchange Act and are required to file with the SEC annual, quarterly and current reports, proxy statements and other information. Such reports include our audited financial statements. Our publicly available filings can be found on the SEC’s website at xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website does not constitute part of this prospectus supplement or the accompanying prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus supplement and the accompanying prospectus do not contain all of the information we have included in the registration statement on Form S-3 we filed with the SEC under the Securities Act and do not contain all the information set forth in the registration statement or the exhibits and schedules thereto. For further information about us and our Common Stock offered by this prospectus supplement, you may refer to such registration statement and the exhibits and schedules thereto. Statements contained in this prospectus supplement and the accompanying prospectus regarding the contents of any contract or any other document to which reference is made are not necessarily complete and, in each instance where a copy of a contract or other document has been filed as an exhibit to the registration statement, reference is made to the copy so filed, each of those statements being qualified in all respects by the reference. The SEC allows us to “incorporate by reference” into this prospectus supplement the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement. Information that we file later with the SEC will automatically update and supersede information in this prospectus supplement. In all cases, you should rely on the later information over different information included in this prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus supplement: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 2021 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively2022); • our Current Reports on Form 8-K filed on February 18April 11, 20212022, April 2912, 20212022 and April 14, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 20212022; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions and Transactions, Security Ownership of Certain Beneficial Owners and Management/Management/ Directors of TeraWulf and the financial statements included in Appendix HTeraWulf; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and before the later of (1) the completion of the offering of our Common Stock pursuant to this prospectus supplement and (2) the date we stop offering our Common Stock pursuant to this prospectus supplement, will be deemed to be incorporated by reference into this prospectus supplement and to be part of this prospectus supplement from the date of filing of such reports and documents. The information contained on our website (xxx.xxxxxxxx.xxx) is not incorporated into this prospectus supplement. You should not assume that the information in this prospectus supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus supplement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus supplement (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: This prospectus supplement contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus supplement, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward- looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Wthout limiting the generality of the preceding sentence, any time we use the words “expects,” intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; • the U.S. federal and state income and non-income tax treatment of bitcoin and bitcoin transactions is unclear, and future developments regarding the treatment of bitcoin and bitcoin transactions for such purposes could adversely impact the Company’s business or impose material additional obligations or liabilities on the Company; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus supplement, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement Annual Report on Form S-410-K, which is incorporated by reference into this prospectus supplement. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus supplement and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward- looking statements represent our estimates and assumptions only as of the date of this prospectus supplement and, except as required by law, we undertake no obligation to update or review publicly any forward-forward- looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus supplement. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus supplement and the accompanying prospectus completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.

WHERE YOU CAN FIND MORE INFORMATION. We are subject to the reporting requirements of the Exchange Act and are required to file with the SEC annual, quarterly and current reports, proxy statements and other informationinformation with the SEC as required by the Exchange Act. Such reports include You can read our audited financial statements. Our publicly available filings can be found on SEC filings, including this prospectus, over the Internet at the SEC’s website at xxx.xxx.xxxxxxx://xxx.xxx.xxx. Our filings, including the audited financial and additional information that we have made public to investors, may also be found on our website at xxx.xxxxxxxx.xxx. Information on or accessible through our website This prospectus does not constitute part of this prospectus supplement or the accompanying prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus supplement and the accompanying prospectus do not contain all of the information we have included in the registration statement on Form S-3 we filed with the SEC under the Securities Act and do not contain all the information set forth in the registration statement or the exhibits and schedules thereto. For further information about us and our Common Stock offered by of which this prospectus supplement, you forms a part. Other documents establishing the terms of the offered securities are or may refer be filed as exhibits to such the registration statement and or documents incorporated by reference in the exhibits and schedules theretoregistration statement. Statements contained Whenever a reference is made in this prospectus supplement and the accompanying prospectus regarding the contents of any contract or any other document to which reference is made are not necessarily complete and, in each instance where a copy of a contract or other document has been filed as an exhibit of ours, the reference is only a summary and you should refer to the exhibits that are a part of the registration statementstatement for a copy of the contract or other document. You may review a copy of the registration statement through the SEC’s website, reference as provided above. Our website address is made to xxx.xxxxxxxxxxxxxxx.xxx. Through our website, we make available, free of charge, the copy so filedfollowing documents as soon as reasonably practicable after they are electronically filed with, each of those statements being qualified in all respects by the reference. The SEC allows us to “incorporate by reference” into this prospectus supplement the information we file with or furnished to, the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement. Information that we file later with the SEC will automatically update and supersede information in this prospectus supplement. In all cases, you should rely on the later information over different information included in this prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus supplement: • including our Annual Report Reports on Form 10-K K; our proxy statements for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference thereinand special stockholder meetings; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively)Q; • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May K; Forms 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, 4 and our Current Reports on Form 8- K/A filed on August 11, 2021 5 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions and Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H; and • the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that description. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and before the later of (1) the completion of the offering of our Common Stock pursuant to this prospectus supplement and (2) the date we stop offering our Common Stock pursuant to this prospectus supplement, will be deemed to be incorporated by reference into this prospectus supplement and to be part of this prospectus supplement from You should not assume that the information in this prospectus supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus supplement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus supplement (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: This prospectus supplement contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus supplement, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward- looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Wthout limiting the generality of the preceding sentence, any time we use the words “expects,” intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus supplement, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus supplement. These forward-looking statements reflect our views Schedules 13D with respect to future events as our securities filed on behalf of the date of this prospectus supplement our directors and are based on assumptions our executive officers; and subject amendments to risks and uncertaintiesthose documents. Given these uncertaintiesThe information contained on, you should not place undue reliance on these forward-looking statements. These forward- looking statements represent our estimates and assumptions only as of the date of this prospectus supplement and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus supplement. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus supplement and the accompanying prospectus completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do accessed through, our website is not reflect the potential impact of any future acquisitionsa part of, mergerand is not incorporated into, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statementsthis prospectus.

WHERE YOU CAN FIND MORE INFORMATION. We are subject to the reporting requirements of the Exchange Act and are required to file with the SEC annual, quarterly and current reports, proxy statements and other informationinformation with the SEC. Such reports include our audited financial statements. Our publicly available filings can be found on You may read and copy any document we file with the SEC at the SEC’s website Public Reference Room in Washington, D.C. located at xxx.xxx.xxx000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. Please call the SEC at 0-000-XXX-0000 for further information on the operation of the Public Reference Room. The SEC maintains an Internet site at xxxx://xxx.xxx.xxx which contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Our filings, including SEC filings are available to the audited financial public from the SEC’s Internet site. This prospectus supplement and additional information the accompanying prospectus are part of a registration statement that we have made public filed with the SEC relating to investors, may also the securities to be found on our website at xxx.xxxxxxxx.xxxoffered. Information on or accessible through our website does not constitute part of this prospectus supplement or the accompanying prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this This prospectus supplement and the accompanying prospectus do not contain all of the information we have included in the registration statement on Form S-3 we filed with and the SEC under the Securities Act and do not contain all the information set forth in the registration statement or the accompanying exhibits and schedules theretoin accordance with the rules and regulations of the SEC, and we refer you to the omitted information. For further information about us and our Common Stock offered by this prospectus supplement, you may refer to such registration statement and the exhibits and schedules thereto. Statements contained in The statements this prospectus supplement and makes pertaining to the accompanying prospectus regarding the contents content of any contract or any other document to which reference is made are not necessarily complete andcontract, in each instance where a copy of a contract agreement or other document has been filed as that is an exhibit to the registration statement necessarily are summaries of their material provisions and do not describe all provisions, exceptions and qualifications contained in those contracts, agreements or documents. You should read those contracts, agreements or documents for information that may be important to you. The registration statement, reference is made to exhibits and schedules are available at the copy so filed, each of those statements being qualified in all respects by the referenceSEC’s Public Reference Room or through its Internet site. The SEC allows us to “incorporate by reference” into this prospectus supplement reference much of the information we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information incorporated that we incorporate by reference in this prospectus supplement is considered to be part of this prospectus supplement. Information that Because we file later are incorporating by reference future filings with the SEC will automatically update SEC, this prospectus supplement is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus supplement. In This means that you must look at all cases, you should rely on of the later information over different information included SEC filings that we incorporate by reference to determine if any of the statements in this prospectus supplement. The following documents supplement or in any document previously incorporated by reference have been filed modified or superseded. This prospectus supplement incorporates by us reference the documents listed below and any future filings we make with the SEC and are incorporated by reference into this prospectus supplementunder Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (in each case, other than those documents or the portions of those documents not deemed to be filed) until we terminate the offering: • our Annual Report on Form 10-K for the fiscal year ended December October 31, 2020 (2018 filed with the SEC on March 3January 10, 2021)2019, including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent information specifically incorporated by reference thereininto the Annual Report on Form 10-K from our definitive proxy statement for the 2019 Annual Meeting of Stockholders; • our Quarterly Reports on Form 10-Q for the quarters quarterly periods ended March January 31, 20212019, April 30, 2019, and July 31, 2019, filed with the SEC on March 7, 2019, June 3017, 2021 2019, and September 309, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 20212019, respectively); • our Current Reports on Form 8-K filed with the SEC on February 18November 5, 20212018, April 29November 13, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 20212018, December 34, 20212018, December 919, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on 2018 (as amended by the Form 8- 8-K/A filed with the SEC on August 11December 20, 2021 and 2018), December 1726, 2021; • 2018, February 1, 2019, February 5, 2019, February 21, 2019, March 5, 2019, March 22, 2019, April 3, 2019, April 8, 2019, April 15, 2019, May 8, 2019, May 14, 2019 (as amended by the following sections in our Registration Statement Form 8-K/A filed with the SEC on Form S-4 filed on November July 12, 2019), May 22, 2019, May 28, 2019, June 5, 2019, June 12, 2019, July 3, 2019, July 10, 2021: Risk Factors2019, Information About TeraWulfJuly 12, Management’s Discussion 2019, July 19, 2019, July 22, 2019, July 24, 2019, July 25, 2019, July 30, 2019, August 13, 2019, August 20, 2019, September 12, 2019, and Analysis of Financial Condition and Results of Operations of TeraWulfOctober 2, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions and Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included in Appendix H2019; and • the description of TeraWulf’s capital our common stock contained set forth in our Registration Statement registration statement on Form S-4 8-A, filed with the SEC on November 10June 6, 20212000, including any amendment or reports filed for the purpose of updating such description, and in any other registration statement or report filed by us under the Exchange Act, including any amendment or report filed with the SEC for the purpose of updating that such description. All reports and other documents that we subsequently file with Notwithstanding the SEC (other than any portion of such filings that are foregoing, information furnished under applicable SEC rules rather than filed) pursuant to Section 13(a)Items 2.02 and 7.01 of any Current Report on Form 8-K, 13(c)including the related exhibits under Item 9.01, 14 or 15(d) of the Exchange Act after the date of is not incorporated by reference in this prospectus supplement and before supplement. You may request a copy of any or all of these documents, which will be provided to you at no cost, by writing or telephoning us using the later of (1) following contact information: You should rely only on the completion of the offering of our Common Stock pursuant to this prospectus supplement and (2) the date we stop offering our Common Stock pursuant to information contained in this prospectus supplement, will be deemed to be including information incorporated by reference into this herein as described above, the accompanying prospectus supplement (including information incorporated by reference therein) and any “free writing prospectus” that we may authorize to be part of this prospectus supplement from delivered to you. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the front of those documents or that any document incorporated by reference is accurate as of any date other than the date of the applicable documentits filing date. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in You should not consider this prospectus supplement or any other subsequently filed document that is deemed the accompanying prospectus to be incorporated by reference into an offer or solicitation relating to the securities in any jurisdiction in which such an offer or solicitation relating to the securities is not authorized. Furthermore, you should not consider this prospectus supplement modifies or supersedes the statementaccompanying prospectus to be an offer or solicitation relating to the securities if the person making the offer or solicitation is not qualified to do so, or if it is unlawful for you to receive such an offer or solicitation. Any statement so modified We may from time to time offer and sell, in one or superseded more series or issuances and on terms that we will not be deemeddetermine at the time of the offering, except as so modified any combination of common stock, preferred stock, debt securities, and warrants, either separately or supersededin units, up to constitute a part an aggregate amount of this $200,000,000. This prospectus supplement. You may request a copy of any or all documents referred to above that have been or describes the general manner in which our securities may be incorporated by reference into offered using this prospectus supplement (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: This prospectus supplement contains “forward-looking statements” within the meaning prospectus. We will provide specific terms of the U.S. Private Securities Litigation Reform Act of 1995securities, which involve risks and uncertaintiesincluding the offering prices, in one or more supplements to this prospectus. All statements other than statements of historical facts The supplements may also add, update, or change information contained in this prospectus. You should read this prospectus supplementand the prospectus supplement relating to the specific issue of securities carefully before you invest. We may offer the securities independently or together in any combination for sale directly to purchasers or through underwriters, including statements regarding dealers or agents to be designated at a future date. The supplements to this prospectus will provide the specific terms of the plan of distribution. Our common stock is listed on the Nasdaq Global Market under the symbol “FCEL.” On August 9, 2018, the last reported sale price of the shares of our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives common stock on the Nasdaq Global Market was $1.20 per share. Investing in our securities involves a high degree of management, and expected market growth are forward-looking statementsrisk. These forward- looking statements are contained principally in the sections entitled See “Risk Factors” on page 2 of this prospectus and “Use of Proceeds.” Wthout limiting the generality of the preceding sentence, any time we use the words “expects,” intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, other risk factors included in each case, their negative or other various or comparable terminology any accompanying prospectus supplement and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or documents incorporated by reference in this prospectus supplementfor a discussion of the factors you should carefully consider before deciding to purchase these securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. This prospectus may not be used to consummate sales of securities unless, including those set forth under “Risk Factors” and those included under to the heading “Risk Factors” in our Registration Statement on Form S-4extent required by applicable law, which it is incorporated accompanied by reference into this a prospectus supplement. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus supplement and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward- looking statements represent our estimates and assumptions only as of the date of this prospectus supplement and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus supplement. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus supplement and the accompanying prospectus completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.

WHERE YOU CAN FIND MORE INFORMATION. We are subject to the reporting requirements of the Exchange Act and are required to file with the SEC annual, quarterly and current reports, proxy statements and other informationinformation with the SEC. Such reports include our audited financial statements. Our publicly available filings can be found on You may read and copy any document we file with the SEC at the SEC’s website Public Reference Room in Washington, D.C. located at xxx.xxx.xxx000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. Please call the SEC at 0-000-XXX-0000 for further information on the operation of the Public Reference Room. The SEC maintains an Internet site at xxxx://xxx.xxx.xxx which contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Our filings, including SEC filings are available to the audited financial and additional information public from the SEC’s Internet site. This prospectus is part of a registration statement that we have made public filed with the SEC relating to investors, may also the securities to be found on our website at xxx.xxxxxxxx.xxxoffered. Information on or accessible through our website This prospectus does not constitute part of this prospectus supplement or the accompanying prospectus (except for SEC reports expressly incorporated by reference herein). As permitted by SEC rules, this prospectus supplement and the accompanying prospectus do not contain all of the information we have included in the registration statement on Form S-3 we filed with and the SEC under the Securities Act and do not contain all the information set forth in the registration statement or the accompanying exhibits and schedules theretoin accordance with the rules and regulations of the SEC, and we refer you to the omitted information. For further information about us and our Common Stock offered by The statements this prospectus supplement, you may refer makes pertaining to such registration statement and the exhibits and schedules thereto. Statements contained in this prospectus supplement and the accompanying prospectus regarding the contents content of any contract or any other document to which reference is made are not necessarily complete andcontract, in each instance where a copy of a contract agreement or other document has been filed as that is an exhibit to the registration statement necessarily are summaries of their material provisions and do not describe all provisions, exceptions and qualifications contained in those contracts, agreements or documents. You should read those contracts, agreements or documents for information that may be important to you. The registration statement, reference is made to exhibits and schedules are available at the copy so filed, each of those statements being qualified in all respects by the referenceSEC’s Public Reference Room or through its Internet site. The SEC allows us to “incorporate by reference” into this prospectus supplement You should rely only on the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement. Information that we file later with the SEC will automatically update and supersede information provided in this prospectus supplement. In all cases, you should rely on the later information over different information included in this prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus supplement: • our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed on March 3, 2021), including portions of our Proxy Statement for the 2021 annual meeting of shareholders (filed on March 23, 2021) to the extent specifically incorporated by reference therein; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 (filed on May 13, 2021, August 12, 2021 and November 15, 2021, respectively); • our Current Reports on Form 8-K filed on February 18, 2021, April 29, 2021, May 3, 2021, June 25, 2021, August 6, 2021, August 11, 2021, October 29, 2021, December 3, 2021, December 9, 2021, December 13, 2021, December 17, 2021, December 21, 2021, and our Current Reports on Form 8- K/A filed on August 11, 2021 and December 17, 2021; • the following sections in our Registration Statement on Form S-4 filed on November 10, 2021: Risk Factors, Information About TeraWulf, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TeraWulf, Governance and Management of Holdco, Executive Compensation of Holdco, Certain Relationships and Related Party Transactions and Security Ownership of Certain Beneficial Owners and Management/Directors of TeraWulf and the financial statements included registration statement. We have not authorized anyone else to provide you with different information. Our securities are not being offered in Appendix H; and • any state where the description of TeraWulf’s capital stock contained in our Registration Statement on Form S-4 filed on November 10, 2021, including any amendment or report filed with the SEC for the purpose of updating that descriptionoffer is not permitted. All reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and before the later of (1) the completion of the offering of our Common Stock pursuant to this prospectus supplement and (2) the date we stop offering our Common Stock pursuant to this prospectus supplement, will be deemed to be incorporated by reference into this prospectus supplement and to be part of this prospectus supplement from You should not assume that the information in this prospectus supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus supplement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. You may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus supplement (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number: This prospectus supplement contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this prospectus supplement, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward- looking statements are contained principally in the sections entitled “Risk Factors” and “Use of Proceeds.” Wthout limiting the generality of the preceding sentence, any time we use the words “expects,” intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For XxxxXxxx, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation: • conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulf’s services; • competition among the various providers of data mining services; • economic or political conditions in the countries in which XxxxXxxx plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes; • currency exchange rate fluctuations; • employment workforce factors, including the loss of key employees; • the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects; • changes in governmental safety, health, environmental and other regulations, which could require significant expenditures; • liability related to the use of TeraWulf’s services; • the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and • other risks, uncertainties and factors included or incorporated by reference in this prospectus supplement, including those set forth under “Risk Factors” and those included under the heading “Risk Factors” in our Registration Statement on Form S-4, which is incorporated by reference into this prospectus supplement. These forward-looking statements reflect our views with respect to future events as of the date of this prospectus supplement and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward- looking statements represent our estimates and assumptions only as of the date dates of this prospectus supplement and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus supplement. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus supplement and the accompanying prospectus completely and with the understanding that our actual future results may be materially different from what we expectthose documents. Our forward-looking statements do not reflect the potential impact business, financial condition, results of any future acquisitions, merger, dispositions, joint ventures or investments we operations and prospects may undertake. We qualify all of our forward-looking statements by these cautionary statementshave changed since those dates.