TeraWulf acquires Beowulf Electricity & Data for $52.4M in cash, stock

TeraWulf (WULF) announced the acquisition of 100% of the membership interests of Beowulf Electricity & Data and its affiliates. The strategic transaction simplifies TeraWulf’s corporate structure and eliminates a related-party relationship consolidating resources under a unified operating framework. The total consideration for the transaction is approximately $52.4M, consisting of $3M in cash and 5M shares of TeraWulf common stock issued at closing. The agreement also includes up to $19M in contingent cash payments and up to $13M in additional common stock, subject to the achievement of key milestones related to the expansion of TeraWulf’s data center business and project financing initiative. As part of the acquisition, 94 employees from Beowulf E&D – including Lake Mariner site staff and corporate support personnel – have transitioned to TeraWulf employment. In addition, the existing services agreement with Beowulf E&D, which had included substantial ongoing payments, has been terminated in conjunction with the closing. The company’s previously announced 2025 cost guidance, including SG&A expenses of $40M-$45M and operating expenses of $20M-$25M, remains unchanged following the acquisition. The transaction was negotiated and approved by a special independent committee of the company’s board of directors comprised entirely of independent directors.