WULF Compute intends to use the net proceeds from the Offering to finance a portion of its data center expansion at its Lake Mariner campus in Barker, New York (the "Data Center Expansion").
The Notes will be fully and unconditionally guaranteed by WULF Compute's subsidiaries, La Lupa Data LLC, Akela Data Holdings LLC and Akela Data LLC (collectively, the "Guarantors"). The Notes and related guarantees will be secured by first-priority liens on (i) substantially all assets of WULF Compute and the Guarantors, other than certain excluded property, (ii) all equity interests of WULF Compute held by TeraWulf Brookings LLC, the direct parent company of WULF Compute, (iii) a designated lockbox account of Fluidstack USA I Inc. and (iv) prior to the completion of the Data Center Expansion, a pledge by Google LLC of warrants to purchase common stock of TeraWulf.
TeraWulf will provide customary completion guarantees with respect to the Data Center Expansion, under which it will fund WULF Compute as necessary to ensure the timely completion of the data center buildings comprising the Data Center Expansion.
The Offering is subject to market and other conditions, and there can be no assurance as to whether, when or on what terms the Offering may be completed.
Morgan Stanley is acting as the Sole ...
