Cipher Mining Inc., a Newly Formed US-based Bitcoin Mining Company, to Become a Publicly Traded Company via a Merger with Good Works Acquisition Corp. | Business Wire –

houston & new york-(business wire)-cipher mining technologies inc. (“crypto mining”), a us based bitcoin mining operation. uu. uu. recently formed and a good works acquisition corporation. (nasdaq: gwac) (“good deeds”), a US publicly traded special purpose acquisition company, announced today that they have reached a definitive agreement for a business combination. Upon closing of the transaction, the combined company will be named Cipher Mining Inc. (“cifr” or the “company”) and is expected to trade on the nasdaq under the new ticker symbol “cifr”.

company highlights

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cipher mining is a newly formed subsidiary of bitfury top holdco b.v. (“bitfury” and, together with its subsidiaries, including bitfury holding b.v., “bitfury group”). the bitfury group is a leading provider of bitcoin mining hardware and other blockchain software and services. Since its inception in 2011, the Bitfury group has deployed more than 500 MW of computing power and mined more than 600,000 bitcoins. As an independent company, Cipher is expected to position itself as a US-focused bitcoin mining champion. uu. with the potential to reach a cumulative deployed capacity of 745 mw by the end of 2025. uu. line between the fourth quarter of 2021 and the second quarter of 2022 with a total of 445 mw of power capacity and a planned expansion of an additional 300 mw deployed between 2023 and 2025. as the projected largest scale mining platform in the united states. In the United States, Cipher will provide investors with the opportunity to invest in the Bitcoin industry through a leading mining company that operates in a highly transparent and well-regulated environment.

cipher’s contractual relationship with the bitfury group is also expected to provide the company with compelling value through access to best-in-class mining equipment and proven experience in developing, managing and maintaining operations. . in the place.

good works co-chairman doug wurth commented: “the good works team collectively has a long history in the alternative asset markets. We were drawn to crypto mining because we believe the bitcoin mining space represents a compelling way to gain risk-adjusted exposure in the growing crypto ecosystem. We brought our experience in energy hosting deals to the table, giving us a clear view of the advantages of crypto mining energy contracts and the extraordinary value of partnering with the bitfury group. Cipher Mining’s management team and the size of its operations will allow it to execute well in many pricing environments, and we are excited to help them become the leading bitcoin mining company in the United States.”

tyler page, the CEO of cipher mining continued: “historically, the bitcoin mining industry featured smaller, poorly capitalized and less experienced companies that were not fully equipped to manage the underlying price fluctuations associated with bitcoin. With this transaction, we will be able to combine the formidable skills and technologies developed by the Bitfury group over the last 10 years with what we believe will be a leading position on the global cost curve, and thereby create a true leader in mining. bitcoin industry. We believe that our domicile provides us with additional advantages of reliable, low-cost energy and a transparent, stable, and secure corporate and regulatory environment. This combination of factors positions us to become the leading bitcoin miner and also allows for future opportunities for vertical integration across the entire bitcoin ecosystem.”

transaction summary

The transaction values ​​the combined company at an enterprise value of US$2 billion. Pursuant to the merger and following the stock exchanges, the combined company is expected to receive approximately $595 million in gross cash proceeds from a combined cash of $425 million fully committed, including an in-kind investment of $50 million. by bitfury, and approximately $170 million in cash held in the good works trust account since its initial public offering in October 2020, assuming no public shareholder exercises their redemption rights at closing, requiring payment of the account Good Works Trust. good work. the cash from the transaction, net of transaction fees, will be used to finance the planned construction of the company’s mining facilities.

the pipeline is anchored by institutional investors, including funds and accounts managed by fidelity management & global research and counterpoint company (morgan stanley). Existing Cipher Mining shareholders will become majority owners of the combined company at closing with approximately 70% ownership in the pro forma company and all existing shareholders and investors will continue to hold their share ownership subject to a two year lock-up period. years. Pipe investors, including Bitfury, will own approximately 15%, Good Works, including its founding shares, will own approximately 7.5%, and Cipher employees will own approximately 7% of the company pro forma at closing.

Both Cipher Mining’s board of directors and shareholders unanimously approved the proposed transaction, which is expected to be completed in the second quarter of 2021. Goodworks’ board of directors also unanimously approved the proposed transaction. The proposed transaction will be subject to the approval and satisfaction of Good Works shareholders, or the waiver of the closing conditions identified in the agreement and plan of merger.

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Additional information about the proposed transaction, including a copy of the agreement and plan of merger, will be provided in a current report on Form 8-K that Good Works will file with the United States today. uu. securities and exchange commission (the “sec”) and will be available at


j.p. Morgan Security LLC is serving as Exclusive Advisor and Lead Placement Agent to GoodWorks, and Wells Fargo Security, LLC is serving as Lead Financial Advisor to Cipher Mining. Wells Fargo Security, LLC is also acting as a joint placement agent on the pipeline.

schiff hardin llp is acting as legal advisor to good works. latham & watkins llp acts as legal advisor for crypto mining. mayer brown llp is acting as legal advisor to the placement agents.

investor conference call information

cipher mining and good works will host a joint investor call to discuss the proposed transaction and review an investor presentation today, March 5, 2021. An audio webcast of the call will be available at nrs/home /#!/?show=d8a8c0cd.

To access the audio playback, go to

Additional information about the proposed transaction, including a copy of the agreement and plan of merger and investor presentation, will be provided in a current report on form 8-k to be filed by good works prior to the call, and will be available free of charge on the SEC’s website at

additional information about the business combination and where to find it

In connection with the proposed transaction, Cipher Mining will become a wholly owned subsidiary of Goodworks and Goodworks will be renamed Cipher Mining Inc. from the closing of the proposed transaction. Goodworks is expected to file a registration statement on Form S-4 (the “Form S-4”) with the SEC that will include a Proxy Statement and Goodworks Prospectus and a Statement of Encrypted Mining Information. good works and cipher mining urges investors, shareholders and other interested persons to read, when available, form s-4, including the preliminary prospectus/proxy statement and its amendments and the definitive prospectus/proxy statement and documents incorporated by reference therein, as well as other documents filed with the SEC in connection with the proposed transaction, as these materials will contain important information about crypto mining, good works, and the proposed transaction. such persons may also read the annual report of good works on form 10-k for the fiscal year ended December 31, 2020, for a description of the securities holdings of officers and directors of good works and their respective interests as security holders at the consummation of the proposed transaction. When available, the definitive Proxy Statement/Prospectus will be mailed to Good Works shareholders. Shareholders may also obtain copies of such documents and all other relevant documents filed or to be filed with the SEC for good works, free of charge, once they become available, on the SEC’s website at, or directing a request to: goodworks acquisition corp. 4265 San Felipe, Suite 603, Houston, TX 77027, Attn: Cary Grossman. Prior to making any voting decisions, investors and security holders of good works and crypto mining are urged to read the registration statement, proxy statement/information statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed business combination as they become available because they will contain important information about the proposed business combination.

participants in the application

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good works, cipher mining and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed participants in the solicitation of proxies from good works shareholders in connection with the proposal of transaction. . Investors and security holders can obtain more detailed information about the names, affiliations and interests of the directors and executive officers of Good Works in Good Works’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the section on February 17, 2021. information about persons who, under the rules of the section, may be considered participants in the solicitation of proxies from good works shareholders in connection with the proposed transaction is set forth in the proxy statement/prospectus for the proposal. transaction when available. information about the interests of the participants of goodworks in the application, which may, in some cases, be different from those of the shareholders of goodworksquisition corp. will generally be set forth in the proxy/prospectus statement relating to the proposal. transaction when available.

about encryption

cipher will be established as an industrial-scale bitcoin mining company dedicated to expanding and strengthening the critical infrastructure of the bitcoin network. Our goal is to be the leading bitcoin mining company in the United States. We hope that operations at our four initially planned data centers in Ohio and Texas will allow the bitcoin network to continue to operate and thrive. Through our business model, Cipher expects to operate powerful computers that mine Bitcoin and validate transactions on the Bitcoin network. We believe Cipher will leverage our class-leading technology, market-leading PPAs, and experienced and dedicated senior management team to become the market leader in bitcoin mining.

about good deeds

good works is a blank check company organized for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more other companies or entities. The Good Deeds name reflects the fact that its management and directors donated half of its founding shares to charity in light of the impact Covid-19 has had on the ability of nonprofits to generate contributions and revenue. . . The management team of the company is made up of Messrs. fred zeidman, chief executive officer and co-chairman, douglas wurth, co-chairman, and cary grossman, president. i-b goodworks, llc, an affiliate of i-bankers securities is the sponsor of goodworks. Good Works is a publicly traded Special Purpose Acquisition Company, or SPAC, with approximately $170 million in trust. management of goodworks has extensive experience in private equity investing, corporate finance, and executive-level management in a number of industries. Furthermore, they have experience mining bitcoins through their participation in an energy hosting company and have extensive experience in SPAC mergers and governance of public and private company boards of directors.

forward-looking statements

This document contains certain forward-looking statements within the meaning of the federal securities laws regarding the proposed business combination between Good Deeds and Crypto Mining, including statements about the benefits of the proposed business combination. , the anticipated timing of the proposed business combination, the services offered by the crypto mining and the markets in which the crypto mining operates, business strategies, debt levels, the industry environment, potential growth opportunities, effects of regulations and the projected future results of good deeds or crypto mining. these forward-looking statements are generally identified by the words “believe”, “project”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “future”, “forecast”, “opportunity”, “ plan”, “may”, “should”, “will”, “would”, “will be”, “will continue”, “probably will result”, “positions”, “allows” and similar expressions (including negative versions of such words or expressions).

Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including, without limitation: (i) the risk that the proposed business combination may not be completed on time or at all, which may negatively affect the price of the values ​​of good works; (ii) the risk that the proposed business combination may not be completed within the good works business combination term and the possibility that an extension of the business combination term may not be obtained if requested by good works; (iii) failure to comply with the conditions for the consummation of the proposed business combination, including the approval of the proposed business combination by the shareholders of good works, the satisfaction of the minimum amount of the trust account after redemptions by the public shareholders of good works and the receipt of certain government and regulatory approvals; (iv) the effect of the announcement or transaction of the proposed business combination on cipher mining’s business relationships, performance and business in general; (v) risks that the proposed business combination disrupts current crypto mining plans and potential difficulties in retaining crypto mining employees as a result of the proposed business combination; (vi) the outcome of any legal proceedings that may be brought against good works or crypto mining in connection with the proposed merger or business combination agreement and plan; (vii) the ability to maintain the listing of good works securities on the nasdaq; (viii) the price of good works securities, including volatility resulting from changes in the highly regulated and competitive industries in which crypto mining plans to operate, variations in performance among competitors, changes in laws and regulations affecting the crypto mining business and changes in the combined capital structure; and (ix) the ability to implement business plans, forecasts and other expectations after completion of the proposed business combination, and to identify and realize additional opportunities. the above list of factors is not exhaustive. You should carefully consider the above factors and the other risks and uncertainties described in the Final Proxy Statement/Information Statement/Prospectus of Good Works found in the Form S-4 Registration Statement described below, including those under “risk factors” in the annual report on form 10-k, quarterly reports on form 10-q and other documents filed by good deeds from time to time with the united states. uu. securities and exchange commission (the “sec”). These presentations identify and address other significant risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. forward-looking statements speak only as of the date they are made. Readers are cautioned not to place undue reliance on any forward-looking statements, and good works and crypto mining assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or others. Neither Good Deeds nor Crypto Mining guarantees that Good Deeds or Crypto Mining will meet your expectations.

no request

This press release is not a proxy statement or solicitation of power, consent or authorization with respect to any security or with respect to the potential transaction and will not constitute an offer to sell or a solicitation of an offer to buy any security. . of good works, crypto mining or the combined company, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. no offering of securities will be made except by means of a prospectus that complies with the requirements of the securities law.

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