bitfury spac cipher mining

Neither Good Works nor Cipher Mining gives any assurance that either Good Works or Cipher Mining will achieve its expectations.

Non-Solicitation

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Good Works, Cipher Mining or the combined company, nor shall there be any sale of any 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.


With this transaction, we will be able to combine the formidable skill sets and technologies developed by Bitfury Group over the past 10 years with what we believe will be a leadership position on the global cost curve, and thereby create a true leader in the Bitcoin mining industry. We believe that our U.S. domicile provides us additional advantages of low-cost, reliable power and a transparent, stable and secure regulatory and corporate environment.
This combination of factors positions us to become the leading Bitcoin miner and also enables future vertical integration opportunities across the Bitcoin ecosystem.”

Transaction Overview

The transaction values the combined company at an enterprise value of US $2.0 billion.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in Good Works’ final proxy statement/information statement/prospectus contained in the Form S-4 registration statement described below, including those under “Risk Factors” therein, the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by Good Works from time to time with the U.S. Securities and Exchange Commission (the “SEC”).
These filings identify and address other important 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.

Bitfury spac cipher miningworld


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 on www.netroadshow.com/nrs/home/#!/?show=d8a8c0cd.

To access the audio replay, go to https://www.ciphermining.com/investors.html

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 website at www.sec.gov.

Additional Information about the Business Combination and Where to Find It

In connection with the proposed transaction, Cipher Mining will become the wholly-owned subsidiary of Good Works and Good Works will be renamed Cipher Mining Inc.


This method allows such targets to sidestep a traditional initial public offering (IPO) to enter public markets. It involves less regulatory scrutiny and more certainty over the market valuation and funds raised.

Cipher Mining expects to raise about $595 million in cash proceeds through the union, including $425 million in a PIPE round led by anchor investors including Morgan Stanley-backed Counterpoint Group and Fidelity Management and Research company.

Included in the PIPE is a $50 million in-kind investment from Cipher Mining’s parent company, Bitfury, which structured the investment as a credit for future purchases of Cipher’s operating services and equipment.
Cipher Mining also expects to receive approximately US $170 million in cash held in Good Works’ trust account from its initial public offering in October 2020.


Cipher Mining CEO.

‘With this transaction, we will be able to combine the formidable skill sets and technologies developed by Bitfury Group over the past 10 years with what we believe will be a leadership position on the global cost curve, and thereby create a true leader in the Bitcoin mining industry.’

Once the merger is finalised, Cipher Mining will become the wholly-owned subsidiary of Good Works and the SPAC will be renamed Cipher Mining Inc.

Good Works’ Co-Chairman, Doug Wurth, said his company was attracted to the Bitcoin mining space because they believe it ‘represents a compelling way to gain risk-adjusted exposure to the growing crypto ecosystem’ and said the company was ‘excited to help [Cypher] become the leading Bitcoin mining company in the United States.’

Pablo is a writer at Bitcoin Maximalist.

Bitcoin company Cipher Mining Technologies.

Approximately 87.9% of the votes cast at the meeting, representing approximately 57.0% of Good Works’ outstanding shares as of the record date, voted to approve the business combination, the SPAC said.

Share redemptions ahead of the vote amounted to $128.37 million, according to the SPAC’s latest 8-K filing. That would leave about $42 million in the SPAC’s trust.

Announced in March, terms of the original deal called for the merged company to receive approximately $595 million in cash from a combination of a $425 million PIPE, including a $50 million investment in-kind from Bitfury, and what was then approximately $170 million in cash held in Good Works’ trust account from its October IPO.

The PIPE funding was not dependent on public stockholder redemptions, according to the proxy.

The deal is expected to close Aug.

The Bitfury Group is a provider of Bitcoin mining hardware and other blockchain software and services. Since its inception in 2011, Bitfury Group has deployed more than 500+ MW of computing power and mined more than 600 thousand Bitcoin.

As a stand-alone company, Cipher is expected to be positioned as a U.S.-centric Bitcoin mining champion with potential to reach a cumulative deployed capacity of 745MW by the end of 2025. Cipher Mining’s U.S.-based data centers are planned to come on-line between Q4 2021 and Q2 2022 with a total of 445MW of power capacity and planned expansion of an additional 300MW deployed between 2023 and 2025.

As the projected largest scale mining platform in the U.S., Cipher hopes to provide investors the opportunity to invest in the Bitcoin industry through a mining company operating in a highly transparent and well-regulated environment. Bitfury was formed in 2011.
Inc. recently announced that it is combining with special purpose acquisition company Good Works Acquisition Corp. to go public in a deal that will value it at about $2 billion.

Cipher Mining is a newly formed subsidiary of blockchain firm Bitfury Group led by CEO Tyler Page. Bitfury Group manufactures digital currency mining hardware and is one of the leading BTC block reward mining farm operators across the globe.

The parties expect the deal to close in the second quarter. The company intends to trade on the Nasdaq under the ticker “CIFR.”

Securities LLC is acting as the exclusive advisor and lead placement agent to Good Works, while Wells Fargo Securities, LLC is serving as lead financial advisor to Cipher Mining.

Special-purpose acquisition companies, or SPACs, are shell companies that raise funds solely to acquire a private company to take it public.

These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “forecast,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “positions,” “enables” and similar expressions (including the 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.

The company plans to use the cash influx from the transaction to fund the planned build-out of its blockchain mining facilities.

Current Cipher Mining stockholders will become the company’s majority shareholders at closing with approximately 70% ownership. The existing shareholders and investors will continue to hold their equity ownership subject to a two-year lock-up period.

The PIPE investors will own roughly 15%, while Good Works, inclusive of its founder shares, will hold about 7.5%.

Cipher employees will own the remaining 7% of the company at closing.

Both boards of directors have unanimously endorsed the proposed transaction.

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