Sec Form 13G Filing - Revolve Capital LLC filing for TERAWULF INC. (WULF) - 2024-02-13

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 NAMES OF REPORTING PERSONS

 Revolve Capital LLC

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 (a) ☐  (b) ☐

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Puerto Rico

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 19,746,465⁽¹⁾

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 19,746,465⁽¹⁾

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 19,746,465⁽¹⁾

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 8.1%⁽²⁾

 TYPE OF REPORTING PERSON (See Instructions)

 OO

The shares are held of record by Revolve Capital LLC and comprises (i) 17,860,622 shares of Common Stock, (ii) 298,541 shares of Common Stock into which shares of Series A Convertible Preferred Stock are convertible, which includes dividends accumulated through December 31, 2023, and (iii) 1,587,302 warrants exercisable at any time at the option of the holder thereof for an equal number of fully paid and non-assessable shares of the Issuer’s Common Stock.

Based on 240,915,308 shares of the Common Stock, par value $.001 per share of the Issuer outstanding as of November 30, 2023, as reported in the Issuer’s Amendment No. 2 to Form S-3, filed with the Securities and Exchange Commission on January 16, 2024.

NAME OF ISSUER:

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

NAME OF PERSON FILING:

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

CITIZENSHIP:

TITLE OF CLASS OF SECURITIES:

CUSIP NUMBER:

IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b), OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

OWNERSHIP.

AMOUNT BENEFICIALLY OWNED:

PERCENT OF CLASS:

NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

Sole power to vote or to direct the vote: 19,746,465⁽¹⁾

Shared power to vote or to direct the vote: 0

Sole power to dispose or to direct the disposition of: 19,746,465⁽¹⁾

Shared power to dispose of or to direct the disposition of: 0

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

NOTICE OF DISSOLUTION OF GROUP.

CERTIFICATIONS.

The shares comprises (i) 17,860,622 shares of Common Stock, (ii) 298,541 shares of Common Stock into which shares of Series A Convertible Preferred Stock are convertible, which includes dividends accumulated through December 31, 2023, and (iii) 1,587,302 warrants exercisable at any time at the option of the holder thereof for an equal number of fully paid and non-assessable shares of the Issuer’s Common Stock