Cipher Mining Inc., a Newly Normal US-based Bitcoin Mining Agency, to Develop right into a Publicly Traded Agency by means of a Merger with Good Works Acquisition Corp.

bitcoin bitfury usbased cipher mining 595m, HOUSTON & NEW YORK–(BUSINESS WIRE)–Cipher Mining Utilized sciences Inc. (“Cipher Mining”), a newly formed U.S.-based Bitcoin mining operation, and Good Works Acquisition Corp. (Nasdaq: GWAC) (“Good Works”), a U.S. publicly-traded explicit aim acquisition agency, proper now launched they’ve entered a definitive settlement for a enterprise combination. Upon closing of the transaction, the blended agency will seemingly be named Cipher Mining Inc. (“Cipher” or the “Agency”) and is predicted to be listed on the Nasdaq beneath the model new ticker picture “CIFR”.

Agency Highlights

Cipher Mining is a newly formed subsidiary of Bitfury Excessive HoldCo B.V. (“Bitfury” and, together with its subsidiaries, along with Bitfury Holding B.V., “Bitfury Group”). The Bitfury Group is a primary provider of Bitcoin mining {{hardware}} and completely different blockchain software program program and suppliers. Since its inception in 2011, Bitfury Group has deployed larger than 500+ MW of computing vitality and mined larger than 600 thousand Bitcoin. As a stand-alone agency, Cipher is predicted to be positioned as a U.S.-centric Bitcoin mining champion with potential to attain a cumulative deployed functionality of 745MW by the tip of 2025. The Agency’s U.S.-based information services are consider to return on-line between This autumn 2021 and Q2 2022 with a whole of 445MW of vitality functionality and deliberate progress of an additional 300MW deployed between 2023 and 2025. As a result of the projected largest scale mining platform throughout the U.S., Cipher will current merchants the prospect to spend cash on the Bitcoin enterprise by means of a primary mining agency working in a extraordinarily clear and well-regulated ambiance.

Cipher’s contractual relationship with Bitfury Group may be anticipated to produce the Agency with compelling value by means of entry to best-in-class mining gear and confirmed on-site operations progress, administration and maintenance experience.

Good Works’ Co-Chairman, Doug Wurth, commented, “The Good Works employees collectively has a protracted historic previous throughout the numerous asset markets. We had been drawn to Cipher Mining as we think about the Bitcoin mining home represents a compelling technique to attain risk-adjusted publicity to the rising crypto ecosystem. We delivered to the desk experience in vitality web internet hosting preparations, which gave us a clear-eyed view of some nice advantages of Cipher Mining’s vitality contracts, and the extraordinary value of its partnership with Bitfury Group. Cipher Mining’s administration employees and the size of its operations will enable it to execute successfully all through many value environments, and we’re excited to help them flip into the primary Bitcoin mining agency within the USA.”

Tyler Net web page, Cipher Mining’s CEO continued, “Historically, the Bitcoin mining enterprise featured smaller, poorly capitalized, a lot much less expert firms that weren’t completely outfitted to deal with the underlying value swings associated to Bitcoin. With this transaction, we’ll combine the formidable expertise models and utilized sciences developed by Bitfury Group over the earlier 10 years with what we think about will seemingly be a administration place on the worldwide worth curve, and thereby create an actual chief throughout the Bitcoin mining enterprise. We think about that our U.S. domicile provides us additional advantages of low-cost, reliable vitality and a transparent, safe and secure regulatory and firm ambiance. This mixture of issues positions us to show into the primary Bitcoin miner and likewise permits future vertical integration alternate options all through the Bitcoin ecosystem.”

Transaction Overview

The transaction values the blended agency at an enterprise value of US $2.0 billion. Pursuant to the merger and following the share exchanges, the blended agency is predicted to acquire roughly US $595 million in gross cash proceeds from a mix of cash from a US $425 million completely devoted stock PIPE, along with a $50 million funding in-kind from Bitfury, and roughly US $170 million in cash held in Good Works’ perception account from its preliminary public offering in October 2020, assuming no public shareholders practice their redemption rights at closing requiring value from Good Works’ perception account. Cash from the transaction, internet of transaction costs, will seemingly be used to fund the deliberate assemble out of the mining providers of the company.

The PIPE is anchored by institutional merchants along with funds and accounts managed by Fidelity Administration & Evaluation Agency and Counterpoint Worldwide (Morgan Stanley). Current Cipher Mining shareholders will flip into the majority householders of the blended agency at closing with roughly 70% possession throughout the skilled forma agency and all present shareholders and merchants will proceed to hold their equity possession matter to a two 12 months lock-up interval. The PIPE merchants, along with Bitfury, will private roughly 15%, Good Works, inclusive of its founder shares will private roughly 7.5%, and Cipher employees will private roughly 7% of the skilled forma agency at closing.

Every the board of directors and shareholders of Cipher Mining have unanimously accredited the proposed transaction, which is predicted to be completed throughout the second quarter of 2021. The board of directors of Good Works has moreover unanimously accredited the proposed transaction. The proposed transaction will seemingly be matter to approval by Good Works’ stockholders and satisfaction, or the waiver of the closing circumstances acknowledged throughout the settlement and plan of merger.

Additional particulars concerning the proposed transaction, along with a duplicate of the settlement and plan of merger will seemingly be equipped in a Current Report on Sort 8-Okay to be filed by Good Works proper now with the U.S. Securities and Alternate Charge (the “SEC”) and can seemingly be on the market at www.sec.gov.

Advisors

J.P. Morgan Securities LLC is serving as distinctive advisor and lead placement agent to Good Works, and Wells Fargo Securities, LLC is serving as lead financial advisor to Cipher Mining. Wells Fargo Securities, LLC may be serving as co-placement agent on the PIPE.

Schiff Hardin LLP is showing as approved counsel to Good Works. Latham & Watkins LLP is showing as approved counsel to Cipher Mining. Mayer Brown LLP is showing as approved counsel to the situation brokers.

Investor Conference Title Information

Cipher Mining and Good Works will host a joint investor title to debate the proposed transaction and consider an investor presentation proper now, March 5, 2021. An audio webcast of the choice will seemingly be on the market on www.netroadshow.com/nrs/home/#!/?current=d8a8c0cd.

To entry the audio replay, go to https://www.ciphermining.com/merchants.html

Additional particulars concerning the proposed transaction, along with a duplicate of the settlement and plan of merger and investor presentation, will seemingly be equipped in a Current Report on Sort 8-Okay to be filed by Good Works earlier to the choice, and can seemingly be on the market free of value on the SEC website at www.sec.gov.

Additional Particulars concerning the Enterprise Combination and The place to Uncover It

In reference to the proposed transaction, Cipher Mining will flip into the wholly-owned subsidiary of Good Works and Good Works will seemingly be renamed Cipher Mining Inc. as of the closing of the proposed transaction. Good Works is predicted to file a registration assertion on Sort S-4 (the “Sort S-4”) with the SEC that may embody a proxy assertion and prospectus of Good Works and an information assertion of Cipher Mining. Good Works and Cipher Mining urge merchants, stockholders and completely different people to study, when on the market, the Sort S-4, along with the preliminary proxy assertion/prospectus and amendments thereto and the definitive proxy assertion/prospectus and paperwork included by reference therein, along with completely different paperwork filed with the SEC in reference to the proposed transaction, as these provides will comprise vital particulars about Cipher Mining, Good Works and the proposed transaction. Such people may study Good Works’ Annual Report on Sort 10-Okay for the fiscal 12 months ended December 31, 2020, for a top level view of the protection holdings of Good Works’ officers and directors and their respective pursuits as security holders throughout the consummation of the proposed transaction. When on the market, the definitive proxy assertion/prospectus will seemingly be mailed to Good Works’ stockholders. Stockholders could even be succesful to pay money for copies of such paperwork and all completely different associated paperwork filed or that may seemingly be filed with the SEC by Good Works, with out value, as quickly as on the market, on the SEC’s website at www.sec.gov, or by directing a request to: Good Works Acquisition Corp. 4265 San Felipe, Suite 603, Houston, TX 77027, consideration: Cary Grossman. Sooner than making any voting decision, merchants and security holders of Good Works and Cipher Mining are urged to study the registration assertion, the proxy assertion/information assertion/prospectus and all completely different associated paperwork filed or that may seemingly be filed with the SEC in reference to the proposed enterprise combination as they flip into on the market because of they’ll comprise vital particulars concerning the proposed enterprise combination.

Members throughout the Solicitation

Good Works, Cipher Mining and their respective directors, govt officers and completely different members of their administration and employees, beneath SEC tips, is also deemed to be contributors throughout the solicitation of proxies of Good Works’ stockholders in reference to the proposed transaction. Consumers and security holders may pay money for additional detailed information referring to the names, affiliations and pursuits of Good Works’ directors and govt officers in Good Works’ Annual Report on Sort 10-Okay for the fiscal 12 months ended December 31, 2020, which was filed with the SEC on February 17, 2021. Information referring to the people who may, beneath SEC tips, be deemed contributors throughout the solicitation of proxies of Good Works’ stockholders in reference to the proposed transaction will seemingly be set forth throughout the proxy assertion/prospectus for the proposed transaction when on the market. Information relating to the pursuits of Good Works’ contributors throughout the solicitation, which may, in some situations, be completely completely different than these of Good Works Acquisition Corp.’s equity holders often, will seemingly be set forth throughout the proxy assertion/prospectus relating to the proposed transaction when it turns into on the market.

About Cipher

Cipher will seemingly be established as an industrial-scale Bitcoin mining agency dedicated to rising and strengthening the Bitcoin group’s necessary infrastructure. Our purpose is to be the primary Bitcoin mining agency within the USA. We anticipate that the operations at our 4 preliminary deliberate information services in Ohio and Texas will enable the Bitcoin group to proceed to operate and flourish. By way of our enterprise model, Cipher expects to operate extremely efficient laptop programs that mine Bitcoin and validate transactions on the Bitcoin group. We think about Cipher will leverage our best-in-class experience, market-leading vitality purchase preparations, and a seasoned, devoted senior administration employees to show into the market chief in Bitcoin mining.

About Good Works

Good Works is a clear check agency organized for the purpose of effecting a merger, share commerce, asset acquisition, stock purchase, recapitalization, reorganization, or completely different comparable enterprise combination with quite a few corporations or entities. The Good Works establish shows the reality that its administration and directors donated half of their founder shares to charitable organizations in gentle of the have an effect on that COVID-19 has had on the facility of non-profits to generate contributions and revenues. The Agency’s administration employees consists of Messrs. Fred Zeidman, CEO and Co-Chairman, Douglas Wurth, Co-Chairman, and Cary Grossman, President. I-B Good Works, LLC, an affiliate of I-Bankers Securities is the sponsor of Good Works. Good Works is a publicly-traded explicit aim acquisition agency, or SPAC, with roughly $170 million in perception. Administration of Good Works has deep experience in private equity investing, firm finance and govt diploma administration in various industries. In addition to, they’ve experience in Bitcoin mining by involvement in a Vitality Web internet hosting Agency and have intensive experience in SPAC mergers and board governance of personal and non-private firms.

Forward Wanting Statements

​This doc incorporates positive forward-looking statements all through the which implies of the federal securities authorized tips with respect to the proposed enterprise combination between Good Works and Cipher Mining, along with statements referring to some great benefits of the proposed enterprise combination, the anticipated timing of the proposed enterprise combination, the suppliers equipped by Cipher Mining and the markets by which Cipher Mining operates, enterprise strategies, debt ranges, enterprise ambiance, potential improvement alternate options, the outcomes of guidelines and Good Works’ or Cipher Mining’s projected future outcomes. These forward-looking statements often are acknowledged by the phrases “think about,” “endeavor,” “anticipate,” “anticipate,” “estimate,” “intend,” “method,” “future,” “forecast,” “different,” “plan,” “may,” “should,” “will,” “would,” “will seemingly be,” “will proceed,” “will seemingly finish end result,” “positions,” “permits” and comparable expressions (along with the unfavorable variations of such phrases or expressions).

​Forward-looking statements are predictions, projections and completely different statements about future events which may be based totally on current expectations and assumptions and, in consequence, are matter to risks and uncertainties. Many components may set off exact future events to differ materially from the forward-looking statements on this doc, along with nonetheless not restricted to: (i) the prospect that the proposed enterprise combination might be not completed in a nicely timed technique or the least bit, which may adversely impact the worth of Good Works’ securities; (ii) the prospect that the proposed enterprise combination might be not completed by Good Works’ enterprise combination deadline and the potential failure to amass an extension of the enterprise combination deadline if sought by Good Works; (iii) the failure to satisfy the circumstances to the consummation of the proposed enterprise combination, along with the approval of the proposed enterprise combination by the stockholders of Good Works, the satisfaction of the minimal perception account amount following redemptions by Good Works’ public stockholders and the receipt of positive governmental and regulatory approvals; (iv) the influence of the announcement or pendency of the proposed enterprise combination on Cipher Mining’s enterprise relationships, effectivity, and enterprise often; (v) risks that the proposed enterprise combination disrupts current plans of Cipher Mining and potential difficulties in Cipher Mining employee retention due to the proposed enterprise combination; (vi) the tip results of any approved proceedings that might be instituted in the direction of Good Works or Cipher Mining related to the settlement and plan of merger or the proposed enterprise combination; (vii) the facility to maintain up the itemizing of Good Works’ securities on the NASDAQ; (viii) the worth of Good Works’ securities, along with volatility ensuing from modifications throughout the aggressive and intensely regulated industries by which Cipher Mining plans to operate, variations in effectivity all through opponents, modifications in authorized tips and guidelines affecting Cipher Mining’s enterprise and modifications throughout the blended capital development; and (ix) the facility to implement enterprise plans, forecasts, and completely different expectations after the completion of the proposed enterprise combination, and decide and spot additional alternate options. The foregoing report of issues simply is not exhaustive. It’s essential to rigorously take into consideration the foregoing components and the other risks and uncertainties described in Good Works’ final proxy assertion/information assertion/prospectus contained throughout the Sort S-4 registration assertion described beneath, along with these beneath “Hazard Parts” therein, the Annual Report on Sort 10-Okay, Quarterly Experiences on Sort 10-Q and completely different paperwork filed by Good Works sometimes with the U.S. Securities and Alternate Charge (the “SEC”). These filings decide and deal with completely different vital risks and uncertainties that will set off exact events and outcomes to differ materially from these contained throughout the forward-looking statements. Forward-looking statements converse solely as of the date they’re made. Readers are cautioned to not put undue reliance on forward-looking statements, and Good Works and Cipher Mining assume no obligation and, apart from as required by laws, do not intend to exchange or revise these forward-looking statements, whether or not or not due to new information, future events, or in every other case. Neither Good Works nor Cipher Mining gives any assurance that each Good Works or Cipher Mining will receive its expectations.

Non-Solicitation

This press launch simply is not a proxy assertion or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not symbolize a proposal to advertise or a solicitation of a proposal to buy the securities of Good Works, Cipher Mining or the blended agency, nor shall there be any sale of any such securities in any state or jurisdiction by which such present, solicitation, or sale might be unlawful earlier to registration or qualification beneath the securities authorized tips of such state or jurisdiction. No present of securities shall be made apart from through a prospectus meeting the requirements of the Securities Act.