Terawulf Plans Record $3.2B Notes Offering to Fund AI Data Center Expansion

Terawulf said on Tuesday that the private offering of senior secured notes due 2030 will be marketed to qualified institutional buyers under Rule 144A of the Securities Act. Proceeds will finance the next phase of development at Lake Mariner, which is being repositioned as a hybrid Bitcoin mining and AI colocation campus.

According to the company, the notes will be guaranteed by WULF Compute’s subsidiaries and secured by first-priority liens on substantially all of their assets, including equity interests and a designated lockbox account of Fluidstack USA I Inc. Before completion of the expansion, Google LLC will pledge warrants to purchase Terawulf common stock as part of the collateral package.

The financing underscores Terawulf’s transformation into a broader digital infrastructure provider following its AI partnership with Fluidstack, which operates high-performance computing clusters partly backed by Google. Under that agreement, Terawulf will host Fluidstack’s AI workloads at its New York facility, marking one of the first large-scale integrations of cloud GPU infrastructure within a traditional Bitcoin mining site.

Terawulf said it will provide completion guarantees for the project, ensuring timely delivery of the Lake Mariner expansion. The scale of the proposed $3.2 billion issuance — several times larger than prior offerings by other public miners such as IREN or MARA — reflects both growing institutional interest in AI-linked infrastructure and the capital-intensive shift underway among Bitcoin miners diversifying into high-performance computing.