Earnout from future Nautilus sale
Company: TeraWulf
The claim, verbatim
If Nautilus is sold in the future for proceeds exceeding $300,000,000, Cumulus Member will pay TeraWulf 25% of the net proceeds in excess of that threshold
Source (primary)
TeraWulf 8-K filed 2024-10-03 (SEC EDGAR, sec_filing)
View cached copy (2026-08-31)Live source ↗
Quote: “Cumulus Member will pay 25% of the net proceeds received in excess of $300,000,000 in the aggregate in any future sale of all or substantially all of the assets, or a majority of the equity interests of Nautilus”
How we checked this
Checked on September 17, 2026. The cited source supports part of this claim, but not all of it.
The filing confirms the 25% share of net proceeds above $300 million on a future sale of Nautilus's assets or majority equity. It does not expressly say who receives that payment.
Confirmed in the source:
- Cumulus Member will pay 25% of the net proceeds above $300,000,000 in the aggregate
- The payment is triggered by a future sale of all or substantially all of Nautilus's assets, or a majority of its equity interests
We could not confirm this from the cited source:
- That the 25% payment goes to TeraWulf; the filing's covenant does not name the recipient
That does not mean it is false — only that this source does not establish it, as of the date above. If we find a source that settles it, we will re-check and update this page.
What we did: Read our cached copy of SEC EDGAR (https://www.sec.gov/Archives/edgar/data/1083301/000095014224002511/eh240539927_8k.htm) in full (10,383 characters, retrieved August 31, 2026) and checked each assertion in the claim against it.
Additional evidence
confirms TeraWulf 8-K filed 2024-10-03
Quote: “Cumulus Member will pay 25% of the net proceeds received in excess of $300,000,000 in the aggregate in any future sale of all or substantially all of the assets, or a majority of the equity interests of Nautilus”