Registration Statement for Securities to Be Issued in Business Combination Transactions (s-4/a)

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Index to Financial Statements

As filed with the Securities and Exchange Commission on July 9, 2021

Registration No. 333-256115

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 2

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

GOOD WORKS ACQUISITION CORP.*

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   7374   85-1614529

(State or other jurisdiction of

incorporation or organization)

  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

4265 San Felipe, Suite 603

Houston, Texas 77027

(713) 468-2717

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Cary Grossman, President

4265 San Felipe, Suite 603

Houston, Texas 77027

(713) 468-2717

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Ralph V. De Martino

Nick Tipsord

Cavas Pavri

Schiff Hardin LLP

901 K Street, NW # 700

Washington, DC 20001

+1-202-724-6848

 

David Stewart

Ryan Maierson

Latham & Watkins LLP

99 Bishopsgate

London EC2M 3XF

United Kingdom

+44-20-7710-3098

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the Business Combination described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-l(d)  (Cross-Border Third-Party Tender Offer)  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

Title of each class of

securities to be registered

 

Amount
to be

registered(4)

 

Proposed
maximum

offering price

per security

 

Proposed
maximum

aggregate

offering price(1)

  Amount of
registration fee

New Cipher Common Stock(1)

  200,000,000   $9.89(5)   $1,978,000,000   $215,799.8(8)

New Cipher Common Stock(2)

  8,614,000   $11.50(6)   $99,061,000   $10,807.56(8)

Warrants to purchase New Cipher Common Stock(3)

  8,614,000   $1.73(7)   $14,902,220   $1,625.83(8)

Total

                         $228,233.19(8)

 

 

 

(1) 

The number of shares of common stock of New Cipher (as defined below) being registered represents 200,000,000 shares of common stock of New Cipher (the “New Cipher Common Stock”) that will be issued to the shareholder of Cipher Mining Technologies Inc., a Delaware corporation (“Cipher”) (“Bitfury Top HoldCo”) in connection with the Business Combination as described in the proxy statement/prospectus forming part of this registration statement (the “proxy statement/prospectus”).

(2) 

Represents shares of New Cipher Common Stock to be issued upon the exercise of (i) 8,500,000 warrants (“GWAC Public Warrants”) to purchase ordinary shares underlying units issued in GWAC’s initial public offering and (ii) 114,000 warrants (“GWAC Private Placement Warrants” and, together with the GWAC Public Warrants, the “GWAC Warrants”) to purchase ordinary shares underlying 228,000 of private placement units issued at $10.00 per unit in a private placement simultaneously with the closing of GWAC’s initial public offering (“GWAC Private Placement Units”) . The GWAC Warrants will convert into warrants to acquire shares of New Cipher Common Stock.

(3) 

The number of warrants to acquire shares of New Cipher Common Stock being registered represents (i) 8,500,000 GWAC Public Warrants and (ii) 114,000 GWAC Private Placement Warrants.

(4) 

Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(5) 

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the ordinary shares of Good Works Acquisition Corp., a Delaware corporation (“GWAC”) on the Nasdaq Capital Market on May 11, 2021 ($9.89 per ordinary share). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

(6) 

Represents the exercise price of the warrants.

(7) 

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the GWAC Public Warrants on the Nasdaq Capital Market on May 11, 2021 ($1.73 per warrant). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

(8) 

Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091.

*

All securities being registered will be issued by GWAC, the continuing entity following the Business Combination, which will be renamed Cipher Mining Inc. following the Effective Time. As used herein, “New Cipher” refers to GWAC after giving effect to the Business Combination.

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY—SUBJECT TO COMPLETION, DATED JULY 9, 2021

PROXY STATEMENT FOR

SPECIAL MEETING OF STOCKHOLDERS OF

GOOD WORKS ACQUISITION CORP.

(A DELAWARE CORPORATION)

PROSPECTUS FOR 208,614,000 SHARES OF COMMON STOCK OF GOOD WORKS ACQUISITION CORP. WHICH WILL BE RENAMED “CIPHER MINING INC.”

 

 

The board of directors of Good Works Acquisition Corp., a Delaware corporation (“GWAC”, “we” or “our”), has unanimously approved (1) the merger of Currency Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of GWAC (“Merger Sub”), with and into Cipher Mining Technologies Inc. (“Cipher”), a Delaware corporation (the “Merger”), with Cipher surviving the Merger as a wholly owned subsidiary of GWAC (the time that the Merger becomes effective being referred to as the “Effective Time”), pursuant to the terms of the Agreement and Plan of Merger, dated as of March 4, 2021, by and among GWAC, Merger Sub and Cipher, attached to this proxy statement/prospectus as Annex A (the “Merger Agreement”), as more fully described elsewhere in this proxy statement/prospectus and (2) the other transactions contemplated by the Merger Agreement and documents related thereto (collectively, the “Business Combination”). As used in this proxy statement/prospectus, “New Cipher” refers to GWAC after giving effect to the Business Combination.

As a result of, and upon the Closing (as defined in this proxy statement/prospectus), prior to the Effective Time among other things, and as more fully described elsewhere in this proxy statement/prospectus: (i) each issued and outstanding ordinary share, par value $0.001 per share (the “ordinary shares”), of GWAC will be converted, on a one-for-one basis, into duly authorized, validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of New Cipher (the “New Cipher Common Stock”); (ii) each issued and outstanding whole warrant to purchase ordinary shares of GWAC will automatically represent the right to purchase one share of New Cipher Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the GWAC Warrant Agreement (as defined in this proxy statement/prospectus); and (iii) the governing documents of GWAC will be amended and restated and will be the governing documents of New Cipher as described in this proxy statement/prospectus. Following the Effective Time, GWAC will change its name to “Cipher Mining Inc.”

In accordance with the terms and subject to the conditions of the Merger Agreement, at the Effective Time, the 500 shares of Cipher Common Stock (“Cipher Common Stock”) outstanding as of immediately prior to the Effective Time will be exchanged for 200,000,000 shares of New Cipher.

It is anticipated that, upon completion of the Business Combination, (i) Bitfury Top HoldCo (as defined in this proxy statement/prospectus), including through the Bitfury Private Placement (as defined below), will own, collectively, approximately 77.66% of the outstanding New Cipher Common Stock; (ii) GWAC’s public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 6.44% of the outstanding New Cipher Common Stock; (iii) the PIPE Investors (as defined below and, for the avoidance of doubt, excluding Bitfury Top HoldCo) will own approximately 14.20% of the outstanding New Cipher Common Stock; (iv) the Sponsor (and its affiliates) will own approximately 0.29% of the outstanding New Cipher Common Stock, and (v) the Private Placement Shareholders (as defined below) will own approximately 1.41% of the outstanding New Cipher Common Stock, in each case, on a fully diluted net exercise basis. These indicative levels of ownership interest: (i) exclude the impact of the shares of GWAC’s underlying warrants, (ii) assume that no public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in the trust account and (iii) assume the transaction expenses of the parties to the Merger Agreement of approximately $44 million. These indicative levels of ownership interest would amount to approximately 82.4%, 0.72%, 15.07%, 0.30% and 1.50%, respectively, assuming the maximum redemptions scenario, where 15.1 million of GWAC Common Stock are redeemed (and 1.9 million shares of GWAC Common Stock are not redeemed) in which case, GWAC will still have sufficient cash to satisfy the Available Closing GWAC Cash requirement of $400.0 million provided for in the Merger Agreement.


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This prospectus covers 208,614,000 shares of New Cipher Common Stock, which consists of (i) 200,000,000 shares of New Cipher Common Stock to be issued to Bitfury Top HoldCo in exchange for shares of Cipher Common Stock outstanding at Closing, based on the Exchange Ratio (as defined below) and (ii) 8,614,000 shares of New Cipher Common Stock issuable upon exercise of the GWAC Warrants. The number of shares of New Cipher Common Stock that this prospectus covers represents the maximum number of shares that may be issued to holders of shares, warrants and equity awards of Cipher in connection with the Business Combination, together with the shares issued or issuable to the existing shareholders and warrant holders of GWAC in connection with the Business Combination.

GWAC is, and New Cipher will be, an “emerging growth company” as defined under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. New Cipher may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.

GWAC Common Stock and GWAC warrants are currently listed and traded on the Nasdaq Stock Market (the “Nasdaq”) under the symbols “GWAC” and “GWACW”, respectively. GWAC intends to apply for listing, effective at the time of the Closing, of New Cipher Common Stock and New Cipher Warrants on the Nasdaq under the symbols “CIFR” and “CIFRW”, respectively. This proxy statement/prospectus provides stockholders of GWAC with detailed information about the proposed Business Combination and other matters to be considered at the special meeting of GWAC. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk  Factors” beginning on page 48 of this proxy statement/prospectus.

New Cipher will be a “controlled company” under the Nasdaq Stock Market LLC listing rules, and may be exempt from certain corporate governance requirements, though it does not intend to rely on any such exemptions. See “Risk Factors—Additional Risks Relating to Ownership of New Cipher Common Stock Following the Business Combination—Upon completion of the Business Combination, New Cipher will be a “controlled company” within the meaning of Nasdaq listing rules and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.”

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

 

This proxy statement/prospectus is dated                , 2021, and is first being mailed to GWAC’s stockholders on or about                , 2021.


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GOOD WORKS ACQUISITION CORP.

4265 San Felipe, Suite 603

Houston, Texas 77027

Dear Good Works Acquisition Corp. Stockholders:

You are cordially invited to attend the special meeting of the stockholders (the “Special Meeting”) of Good Works Acquisition Corp., a Delaware Corporation (“GWAC”), at             , on             , 2021, or at such other time, on such other date and at such other place to which the meeting may be adjourned. In the interest of public health, and due to the impact of the coronavirus (“COVID-19”), we are also planning for the meeting to be held virtually over the Internet.

At the Special Meeting, GWAC’s shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal” to approve and adopt the Agreement and Plan of Merger, dated as of March 4, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Merger Sub and Cipher, a copy of which is attached to this proxy statement/prospectus as Annex A, including the transactions contemplated thereby.

As further described in this proxy statement/prospectus, subject to the terms and conditions of the Merger Agreement, on the Closing Date, prior to the Effective Time, Merger Sub will merge with and into Cipher (the “Merger”), with Cipher as the surviving company in the Merger and, after giving effect to such Merger, Cipher shall be a wholly-owned subsidiary of GWAC. In accordance with the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each share of Cipher outstanding as of immediately prior to the Effective Time will be exchanged for 400,000 shares of common stock, par value $0.001 per share, of New Cipher (the “New Cipher Common Stock”).

In connection with the foregoing and concurrently with the execution of the Merger Agreement, GWAC entered into: (i) subscription agreements (the “PIPE Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and GWAC has agreed to issue and sell to the PIPE Investors, an aggregate of 37,500,000 shares GWAC Common Stock at a purchase price of $10.00 per share for consideration comprising payments of cash of $375,000,000, on the terms and subject to the conditions set forth in the Subscription Agreements (the “PIPE Financing”), and (ii) a subscription agreement (the “Bitfury Subscription Agreement” and, together with the PIPE Subscription Agreements, the “Subscription Agreements”) with Bitfury Top HoldCo, pursuant to which Bitfury Top HoldCo agreed to subscribe for and purchase, and GWAC has agreed to issue and sell to Bitfury Top HoldCo, an aggregate of 5,000,000 shares GWAC Common Stock at a purchase price of $10.00 per share for an aggregate of cash and/or forgiveness of outstanding indebtedness owed by Cipher to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo) of $50,000,000, on the terms and subject to the conditions set forth in the Bitfury Subscription Agreement (the “Bitfury Private Placement”).

The shares of GWAC Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. GWAC has granted the PIPE Investors and Bitfury Top HoldCo certain registration rights in connection with the PIPE Financing and the Bitfury Private Placement. The PIPE Financing and the Bitfury Private Placement are contingent upon, among other things, the substantially concurrent Closing.

In addition to the Business Combination Proposal, you will also be asked to consider and vote upon (a) a proposal to approve and adopt the Proposed Certificate of Incorporation (as defined below), a copy of which is attached hereto as Annex B, and to consider and vote upon separate proposals to approve, on a non-binding advisory basis certain material differences between the Proposed Certificate of Incorporation and the Current Certificate of Incorporation, which is referred to herein as the “Charter Proposal,” (b) a proposal to approve and adopt the Incentive Award Plan, a copy of which is attached to the proxy statement/prospectus as Annex L, which is referred to herein as the “Incentive Plan Proposal,” (c) a proposal to elect the members to serve on the board of


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directors of the New Cipher, which is referred to as the “Director Election Proposal,” (d) a proposal to approve, for purpose of complying with Nasdaq Listing Rule 5635, the issuance of GWAC Common Stock in connection with the Business Combination, the PIPE Financing and the Bitfury Private Placement, which is referred to herein as the “Nasdaq Proposal,” and (e) a proposal to adjourn the Special Meeting to a later date or dates to the extent necessary, which is referred to herein as the “Adjournment Proposal.”

The Business Combination will be consummated only if the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Nasdaq Proposal, (collectively, the “Condition Precedent Proposals”) are approved at the Special Meeting. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in this proxy statement/prospectus, which each stockholder is encouraged to read carefully and in its entirety.

The Adjournment Proposal provides for a vote to adjourn the Special Meeting to a later date or dates, if necessary, (i) to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to GWAC’s shareholders or, if as of the time for which the Special Meeting is scheduled, there are insufficient GWAC ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or (ii) in order to solicit additional proxies from GWAC’s shareholders in favor of one or more of the proposals at the Special Meeting.

Pursuant to the Current Bylaws (as defined below), a holder of GWAC’s public shares (a “public stockholder”) may request that GWAC redeem all or a portion of such public shares for cash if the Business Combination is consummated. In order to redeem public shares underlying units, holders of units must elect to separate their units into the underlying public shares and warrants prior to exercising redemption rights with respect to such public shares. Holders that hold their units in an account at a brokerage firm or bank must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (“Continental”), GWAC’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental Stock Transfer & Trust Company in order to validly redeem its shares. Public stockholders may elect to redeem their public shares even if they vote “for” the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public stockholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Exchange Agent GWAC will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of GWAC’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, based on 17,000,000 shares subject to possible redemption as of             , 2021, this would have amounted to approximately $             per issued and outstanding public share. If a public stockholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See “Special Meeting of GWAC’s Shareholders —Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 10% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 10% of the public shares, then any such shares in excess of that 10% limit would not be redeemed for cash.

The Merger Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in this proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.


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GWAC is providing the accompanying proxy statement/prospectus and accompanying proxy card to GWAC’s stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments of the Special Meeting. Information about the Special Meeting, the Business Combination and other related business to be considered by GWAC’s stockholders at the Special Meeting is included in this proxy statement/prospectus. Whether or not you plan to attend the Special Meeting, all of GWAC’s stockholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described inRisk Factorsbeginning on page 48 of the accompanying proxy statement/prospectus.

After careful consideration, the GWAC Board has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that stockholders vote “FOR” the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to GWAC’s stockholders in this proxy statement/prospectus. When you consider the recommendation of these proposals by the GWAC Board, you should keep in mind that GWAC’s directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See “Proposal No. 1—Business Combination Proposal—Interests of GWAC’s Directors and Executive Officers in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a shareholder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO GWAC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.


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On behalf of GWAC Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

 

Sincerely,

Fred Zeidman and Douglas Wurth

 

Co-Chairmen of the GWAC Board

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated             , 2021 and is first being mailed to shareholders on or about             , 2021.


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PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION, DATED JULY 9, 2021

GOOD WORKS ACQUISITION CORP.

4265 San Felipe, Suite 603

Houston, Texas 77027

NOTICE OF

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON             , 2021

TO THE STOCKHOLDERS OF GOOD WORKS ACQUISITION CORP.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Good Works Acquisition Corp. (“GWAC”), a Delaware corporation, will be held at                           a.m. eastern time, on             , 2021, in virtual format (the “Special Meeting”). You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

 

  1.

The Business Combination Proposal—To consider and adopt the Agreement and Plan of Merger, dated as of March 4, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Currency Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of GWAC (“Merger Sub”), and Cipher Mining Technologies Inc., a Delaware corporation (“Cipher”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, including the transactions contemplated thereby (Proposal No. 1);

 

  2.

The Charter Proposal—to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed second amended and restated certificate of incorporation of GWAC (the “Proposed Certificate of Incorporation”), which will replace GWAC’s amended and restated certificate of incorporation, dated October 9, 2020 (the “Current Certificate of Incorporation”), and which will be in effect as of the Effective Time (we refer to such proposal as the “Charter Proposal”); and to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Certificate of Incorporation and the Current Certificate of Incorporation, which are being presented in accordance with the requirements of the SEC as six separate sub-proposals (we refer to such proposals as the “Advisory Charter Amendment Proposals”);

 

  a.

Advisory Charter Amendment Proposal A – Under the Proposed Certificate of Incorporation, New Cipher will be authorized to issue 510,000,000 shares of GWAC capital stock, consisting of (i) 500,000,000 shares of common stock, par value $0.001 per share and (ii) 10,000,000 shares of undesignated preferred stock, par value $0.001 per share, as opposed to the Current Certificate of Incorporation, which authorizes GWAC to issue 101,000,000 shares of capital stock, consisting of (a) 100,000,000 shares of common stock par value $0.001 per share, and 1,000,000 shares of undesignated preferred stock, par value $0.001 per share;

 

  b.

Advisory Charter Amendment Proposal B – Under the Proposed Certificate of Incorporation, in addition to any vote required by Delaware law, Part B of Article IV, Article V, Article VI, Article VII, Article VIII and Article IX of the Proposed Certificate of Incorporation may be amended only by the affirmative vote of the holders of at least two-thirds of the total voting power of the then outstanding shares of stock of New Cipher entitled to vote thereon, voting together as a single class;

 

  c.

Advisory Charter Amendment Proposal C – Under the Proposed Certificate of Incorporation, directors can be removed only for cause and only by the affirmative vote of the holders of at least a two-thirds of the outstanding shares entitled to vote at an election of directors;


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  d.

Advisory Charter Amendment Proposal D – Under the Proposed Certificate of Incorporation, the New Cipher Board is expressly authorized to adopt, alter, amend or repeal the Bylaws in accordance with Delaware law; provided that, in addition to any vote required by Delaware law, the adoption, amendment or repeal of the Bylaws by New Cipher stockholders will require the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of New Cipher entitled to vote generally in an election of directors;

 

  e.

Advisory Charter Amendment Proposal E – to provide for certain additional changes, including, among other things, (i) changing the corporate name from “Good Works Acquisition Corp.” to “Cipher Mining Inc.”, and (ii) removing certain provisions related to GWAC’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the GWAC Board believes is necessary to adequately address the needs of GWAC after the Business Combination;

 

  3.

The Incentive Plan Proposal—To consider and vote upon the Incentive Award Plan, a copy of which is attached to the proxy statement/prospectus as Annex L (Proposal No. 3);

 

  4.

The Director Election Proposal—To consider and vote upon a proposal to elect the seven (7) individuals as directors to the New Cipher Board, effective immediately upon the Closing of the Business Combination, with each Class I director having a term that expires immediately following New Cipher’s annual meeting of stockholders in 2022, each Class II director having a term that expires immediately following New Cipher’s annual meeting of stockholders in 2023 and each Class III director having a term that expires immediately following New Cipher’s annual meeting of stockholders in 2024, or, in each case, until their respective successor is duly elected and qualified, or until their earlier resignation, removal or death (Proposal No. 4);

 

  5.

The Nasdaq Proposal—To consider and vote upon, for purpose of complying with Nasdaq Listing Rule 5635, the issuance of GWAC Common Stock in connection with the Business Combination, the PIPE Financing and the Bitfury Private Placement (Proposal No. 5);

 

  6.

The Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the Director Election Proposal, and the Nasdaq Proposal, or if we determine that one or more of the closing conditions to Merger Agreement is not satisfied or waived (Proposal No. 6).

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of GWAC common stock at the close of business on              , 2021 (the “GWAC Record Date”) are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION ENTITLED “RISK FACTORS.”

Pursuant to the Current Certificate of Incorporation, GWAC will provide holders of GWAC’s public shares (a “public shares”) with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount on deposit in GWAC’s trust account, which holds the proceeds of the GWAC’s IPO (as defined herein), as of two business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the trust account and not previously released to GWAC to pay its taxes). For illustrative purposes, based on 17,000,000 shares subject to possible redemption as of             , 2021, this would have amounted to approximately $             per issued and outstanding public share, excluding additional interest earned on the funds held in the trust account and not previously released to GWAC to pay taxes. Public stockholders (as defined herein) may elect to redeem their shares even if they vote for the Business Combination Proposal. A holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more


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than 10% of the public shares without the consent of GWAC. Accordingly, all public shares in excess of 10% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash without the consent of GWAC. I-B Good Works, LLC, Magnetar Financial LLC, Mint Tower Capital Management B.V., Periscope Capital, Inc., Polar Asset Management Partners Inc. (collectively, the “Named Sponsors”) and GWAC’s directors and officers have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of common stock they may hold. Collectively, the Named Sponsors and the GWAC directors and officers own 13.5% of GWAC’s issued and outstanding common stock. The Named Sponsors and GWAC’s directors and officers have agreed to vote any shares of common stock owned by them in favor of each of the proposals presented at the Special Meeting.

After careful consideration, GWAC Board has determined that the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the Director Election Proposal, the Nasdaq Proposal and the Adjournment Proposal are fair to and in the best interests of GWAC and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Director Election Proposal, “FOR” the Nasdaq Proposal, and “FOR” the Adjournment Proposal, if presented.

Consummation of the Business Combination is conditional on approval of each of the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Nasdaq Proposal. If any of these proposals is not approved, the other proposals, except the Adjournment Proposal, will not be presented to stockholders for a vote. The proxy statement/prospectus accompanying this notice explains the Merger Agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Special Meeting. Please review the proxy statement/prospectus carefully.

All GWAC’s shareholders are cordially invited to attend the Special Meeting in virtual format. GWAC’s shareholders may attend, vote and examine the list of GWAC’s shareholders entitled to vote at the Special Meeting by visiting https://www.cstproxy.com/goodworksacquisition/sm2021 and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. In light of public health concerns regarding the coronavirus (“COVID-19”) pandemic, the Special Meeting will be held in virtual meeting format only. You will not be able to attend the Special Meeting physically. To ensure your representation at the Special Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

A complete list of GWAC’s shareholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at the principal executive offices of GWAC for inspection by stockholders during business hours for any purpose germane to the Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

 

By Order of the GWAC Board

GOOD WORKS ACQUISITION CORP.

  /s/ Fred Zeidman
  Fred Zeidman,
  Chief Executive Officer and Co-Chairman

            , 2021


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IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE GWAC REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO GWAC’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANKS OR BROKERS TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF GWAC’S SHAREHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.


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TABLE OF CONTENTS

 

MARKET, INDUSTRY AND OTHER DATA

     iii  

TRADEMARKS

     iii  

FREQUENTLY USED TERMS

     1  

CAUTIONARY NOTE REGARDING FORWARD—LOOKING STATEMENTS

     6  

SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

     8  

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

     11  

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

     24  

GWAC’S SUMMARY HISTORICAL FINANCIAL INFORMATION

     39  

CIPHER’S SUMMARY HISTORICAL FINANCIAL INFORMATION

     42  

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     44  

COMPARATIVE PER SHARE DATA

     46  

RISK FACTORS

     48  

SPECIAL MEETING OF GWAC’S SHAREHOLDERS

     104  

PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL

     112  

PROPOSAL NO. 2—THE CHARTER PROPOSAL

     137  

THE ADVISORY CHARTER AMENDMENT PROPOSALS

     139  

PROPOSAL NO. 3—THE INCENTIVE PLAN PROPOSAL

     142  

PROPOSAL NO. 4—THE DIRECTOR ELECTION PROPOSAL

     150  

PROPOSAL NO. 5—THE NASDAQ PROPOSAL

     151  

PROPOSAL NO. 6—THE ADJOURNMENT PROPOSAL

     153  

U.S. FEDERAL INCOME TAX CONSIDERATIONS

     154  

OTHER INFORMATION RELATED TO GWAC

     160  

GWAC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     174  

INFORMATION ABOUT CIPHER

     179  

CIPHER’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     198  

MANAGEMENT OF NEW CIPHER FOLLOWING THE BUSINESS COMBINATION

     204  

EXECUTIVE COMPENSATION

     210  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     212  

DESCRIPTION OF SECURITIES

     222  

MARKET PRICE AND DIVIDEND INFORMATION

     232  

COMPARISON OF STOCKHOLDER RIGHTS

     233  

BENEFICIAL OWNERSHIP OF SECURITIES

     244  

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

     247  

SECURITIES ACT RESTRICTIONS ON RESALE OF GWAC’S SECURITIES

     252  

APPRAISAL RIGHTS

     253  

SUBMISSION OF STOCKHOLDER PROPOSALS

     253  

FUTURE STOCKHOLDER PROPOSALS

     253  

LEGAL MATTERS

     255  

EXPERTS

     255  

OTHER STOCKHOLDER COMMUNICATIONS

     255  

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

     255  

WHERE YOU CAN FIND MORE INFORMATION

     255  

INDEX TO FINANCIAL STATEMENTS

     F-1  

 

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Annexes

Annex A—Agreement and Plan of Merger

Annex B—Proposed Certificate of Incorporation

Annex C—Proposed Bylaws

Annex D—GWAC Support Agreement

Annex E—Company Support Agreement

Annex F—Form of PIPE Subscription Agreement

Annex G—Bitfury Subscription Agreement

Annex H—Form of Registration Rights Agreement

Annex I—Form of Master Services and Supply Agreement

Annex J—Stockholder Restrictive Covenant Agreement

Annex K—Bitfury Restrictive Covenant Agreement

Annex L— Form of Incentive Award Plan

Annex M—Form of Letter of Transmittal

Annex N—Form of Company Lock-Up Agreement

Annex O—Form of Sponsor Lock-Up Agreement

 

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MARKET, INDUSTRY AND OTHER DATA

This proxy statement/prospectus includes estimates regarding market and industry data and forecasts, which are based on publicly available information, industry publications and surveys, reports from government agencies, reports by market research firms or other independent sources and our own estimates based on our management’s knowledge of and experience in the market sectors in which we compete.

Certain monetary amounts, percentages and other figures included in this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

TRADEMARKS

This proxy statement/prospectus also contains trademarks, service marks, copyrights and trade names of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by any other companies. Solely for convenience, our trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.

 

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FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

Anchor Investors” are to Magnetar Financial LLC, Mint Tower Capital Management B.V., Peridian Fund L.P., and Polar Multi-Strategy Master Fund;

Available Closing GWAC Cash” are to without duplication, an amount equal to (a) the funds contained in the GWAC’s trust account as of immediately prior to the Effective Time; plus (b) all other Cash and Cash Equivalents of GWAC; minus (c) the aggregate amount of cash proceeds that will be required to satisfy the redemption of any shares of GWAC Common Stock (to the extent not already paid); plus (d) the PIPE Investment Amount; minus (e) any unpaid GWAC transaction expenses;

Bitfury Group” are to Bitfury Top HoldCo and its subsidiaries;

Bitfury Holding” are to Bitfury Holding B.V., a subsidiary of Bitfury Top HoldCo;

Bitfury Private Placement” are to the private placement pursuant to which GWAC entered into the Bitfury Subscription Agreement (containing commitments to funding that are subject only to conditions that generally align with the conditions set forth in the Merger Agreement) with Bitfury Top HoldCo whereby Bitfury Top HoldCo agreed to purchase an aggregate of 5,000,000 shares of New Cipher Common Stock at a purchase price of $10.00 per share for an aggregate of cash and/or forgiveness of outstanding indebtedness owed by Cipher to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo) of $50,000,000;

Bitfury Restrictive Covenant Agreement” are to that certain restrictive covenant agreement, dated as of March 4, 2021, by and between Bitfury Holding and GWAC, attached to this proxy statement/prospectus as Annex K;

Bitfury Subscription Agreement” are to that certain subscription agreement, dated as of March 4, 2021, as amended and restated in its entirety on [●], 2021, by and among Bitfury Top HoldCo and GWAC, attached to this proxy statement/prospectus as Annex G;

Bitfury Top HoldCo” are to Bitfury Top HoldCo B.V., the holder of 100% of the shares of Cipher Common Stock prior to the Business Combination;

Business Combination” are to the Merger and other transactions contemplated by the Merger Agreement, collectively, including the PIPE Financing and the Bitfury Private Placement;

Cash and Cash Equivalents” are to the cash and cash equivalents, including checks, money orders, marketable securities, short-term instruments, negotiable instruments, funds in time and demand deposits or similar accounts on hand, in lock boxes, in financial institutions or elsewhere, together with all accrued but unpaid interest thereon, and all bank, brokerage or other similar accounts;

Cipher” are to Cipher Mining Technologies Inc., a Delaware corporation;

Cipher’s Bylaws” are to Cipher’s bylaws in effect as of the date of this proxy statement/prospectus;

Cipher Cancelled Shares” are to each share of Cipher Common Stock issued and outstanding immediately prior to the Effective Time that is held by Cipher in treasury and that shall no longer be outstanding and shall be automatically canceled and shall cease to exist;

Cipher Common Stock” are to the shares of common stock, par value $0.001 per share, of Cipher;

Closing” are to the closing of the Business Combination;

 

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Closing Date” are to the date that is in no event later than the third (3rd) business day, following the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions described under the section entitled

Code” are to the Internal Revenue Code of 1986, as amended;

Company Support Agreement” are to that certain support agreement, dated as of March 4, 2021, by and among GWAC, Cipher and Bitfury Top HoldCo, which is attached to this proxy statement/prospectus as Annex E;

completion window” are to the period following the completion of the GWAC’s IPO at the end of which, if GWAC has not completed an initial Business Combination, it will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions. The completion window ends on July 22, 2022.

Condition Precedent Proposals” are to the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Nasdaq Proposal;

Continental” means Continental Stock Transfer & Trust Company;

COVID-19” are to the novel coronavirus, SARS-CoV-2 or COVID-19 or any mutation of the same, including any resulting epidemics, pandemics, disease outbreaks or public health emergencies;

COVID-19 Measures” are to any quarantine, isolation, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, decree, judgment, injunction or other order, directive, guidelines or recommendations by any Governmental Authority or industry group in connection with or in response to COVID-19, including the Coronavirus Aid, Relief, and Economic Security Act (CARES);

Current Bylaws” are to GWAC’s bylaws in effect as of the date of this proxy statement/prospectus;

Current Certificate of Incorporation” are to GWAC’s amended and restated certificate of incorporation in effect as of the date of this proxy statement/prospectus;

DGCL” are to the Delaware General Corporation Law, as amended;

Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“Exchange Agent” are to Continental Stock Transfer & Trust Company;

Exchange Ratio” are to the ratio of 400,000 shares of New Cipher Common Stock for each 1 share of Cipher Common Stock;

Effective Time” are to the effective time of the Merger;

“GWAC” are to Good Works Acquisition Corp., a Delaware corporation;

GWAC Common Stock” are to, prior to consummation of the Transactions, GWAC’s common stock, par value

$0.001 per share and, following consummation of the Transactions, to the common stock, par value $0.001 per share, of New Cipher;

GWAC Founder Shares” are to the 4,478,000 shares of GWAC Common Stock held by the Sponsor, GWAC Sponsor 2, LLC, the Anchor Investors, GWAC’s officers and directors, and certain other GWAC stockholders

 

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(collectively, the “Founders”);

GWAC’s IPO” are to the initial public offering by GWAC which closed on October 19, 2020;

GWAC Letter Agreement” are to that certain letter agreement, dated as of October 19, 2020, by and among GWAC, the Sponsor, GW Sponsor 2, LLC and certain directors and officers of GWAC, pursuant to which the parties thereto agreed to vote any shares of GWAC held by them in favor of the Business Combination and to not redeem any such shares of GWAC Common Stock in connection with approval of the Business Combination;

GWAC Private Placement Shares” are to the 228,000 private placement shares of GWAC underlying 228,000 of GWAC Private Placement Units;

GWAC Private Placement Units” are to the 228,000 units that were issued in a private placement at a price of $10.00 per unit to certain funds and accounts managed by the Anchor Investors, simultaneously with the closing of the GWAC’s IPO; each unit consists of one GWAC Private Placement Share and one-half of one GWAC warrant;

GWAC Private Placement Warrants” means the 114,000 private placement warrants outstanding as of the date of this proxy statement/prospectus to purchase ordinary shares underlying 228,000 of GWAC Private Placement Units that were issued at $10.00 per unit in a private placement as part of the GWAC’s IPO. The GWAC Private Placement Warrants are substantially identical to the public warrants sold as part of the units in the GWAC’s IPO, subject to certain limited exceptions;

GWAC Public Warrants” are to the currently outstanding 8,500,000 redeemable warrants to purchase ordinary shares of GWAC that were issued by GWAC in GWAC’s IPO;

GWAC Support Agreement” are to that certain support agreement, entered into on March 4, 2021, as amended and restated in its entirety on May 12, 2021, by and among GWAC, the Sponsor, GW Sponsor 2, LLC, Magnetar Financial LLC, Mint Tower Capital Management B.V., Peridian Fund, L.P., Polar Multi-Strategy Master Fund, and Cipher, attached to this proxy statement/prospectus as Annex D;

GWAC Warrant Agreement” means the warrant agreement, dated October 19, 2020, between GWAC and Continental Stock Transfer & Trust Company, as warrant agent, which sets forth the expiration and exercise price of and procedure for exercising the GWAC Warrants;

GWAC Warrants” are to the GWAC Public Warrants and the GWAC Private Placement Warrants;

HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976;

I-Bankers” are to I-Bankers Securities, Inc., an advisor in connection with a Business Combination;

Incentive Award Plan” are to the New Cipher’s incentive award plan attached to this proxy statement/prospectus as Annex L;

Letter of Transmittal” are to a letter of transmittal substantially in the form attached to this proxy statement/prospectus as Annex M, which shall, promptly following the Effective Time, be send to each record holder of a Cipher Common Stock as outlined in the Merger Agreement;

Master Services and Supply Agreement” or the “MSSA” are to the master services and supply agreement to be entered into at Closing by Cipher and Bitfury Top HoldCo, a form of which is attached to this proxy statement/prospectus as Annex I;

Merger” are to the merger of Merger Sub with and into Cipher pursuant to the Merger Agreement, with Cipher as the surviving company in the Merger and, after giving effect to such Merger, Cipher becoming a wholly-owned subsidiary of GWAC;

 

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Merger Agreement” are to that certain Agreement and Plan of Merger, dated as of March 4, 2021, by and among GWAC, Cipher and Merger Sub, attached to this proxy statement/prospectus as Annex A;

Merger Consideration” are to each share of Cipher Common Stock issued and outstanding immediately prior to the Effective Time, other than any Cipher Cancelled Shares, shall be converted into the right to receive four hundred thousand (400,000) shares of duly authorized, validly issued, fully paid and nonassessable New Cipher Common Stock (deemed to have a value of ten dollars ($10.00) per share);

Merger Sub” are to Currency Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of GWAC;

Named Sponsors” are to I-B Good Works, LLC, Magnetar Financial LLC, Mint Tower Capital Management B.V., Periscope Capital, Inc. and Polar Asset Management Partners Inc.

New Cipher” means GWAC after giving effect to the Business Combination, and its name change from GWAC Acquisition Corp. to Cipher Mining Inc.;

New Cipher Board” means the board of directors of New Cipher;

New Cipher Common Stock” are to the share of common stock, par value $0.001 per share, of New Cipher;

New Cipher Warrants” are to the warrants of New Cipher;

PIPE Financing” are to the private placement pursuant to which GWAC entered into the PIPE Subscription Agreements (containing commitments to funding that are subject only to conditions that generally align with the conditions set forth in the Merger Agreement) with certain investors whereby such investors have agreed to purchase an aggregate of 37,500,000 shares of New Cipher Common Stock at a purchase price of $10.00 per share for an aggregate commitment of $375,000,000;

PIPE Investment Amount” is to a consideration in an aggregate value equal to four hundred and twenty-five million dollars ($425,000,000), comprising payments of cash and/or forgiveness of outstanding indebtedness, contemplated by the PIPE Financing and the Bitfury Private Placement;

PIPE Investors” are to the investors who agreed to participate in the PIPE Financing and entered into the PIPE Subscription Agreements;

PIPE Subscription Agreements” are to the subscription agreements entered into by and between GWAC and each of the PIPE Investors in connection with the PIPE Financing, a form of which is attached to this proxy statement/prospectus as Annex F;

Private Placement Shareholders” are to the holders of the GWAC Private Placement Shares;

Proposals” are to the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the Director Election Proposal, the Nasdaq Proposal and the Adjournment Proposal;

Proposed Bylaws” are to the proposed bylaws of New Cipher, attached to this proxy statement/prospectus as Annex C;

Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of New Cipher attached to this proxy statement/prospectus as Annex B;

 

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Proposed Governing Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws

public shares” are to shares of GWAC Common Stock sold as part of the units in the GWAC’s IPO (whether they were purchased in the GWAC’s IPO or thereafter in the open market);

public stockholders” are to the holders of public shares, including the Sponsor and GWAC’s officers and directors to the extent the Sponsor and GWAC’s officers or directors purchase public shares, provided that each of their status as a “public stockholder” shall only exist with respect to such public shares;

public shares” means the currently outstanding 17,000,000 shares of GWAC common stock, whether acquired in GWAC’s initial public offering or acquired in the secondary market;

Registration Rights Agreement” are to that certain registration rights agreement, to be entered into at Closing by and among GWAC, Cipher, the Sponsor and Bitfury Top HoldCo, a form of which is attached to this proxy statement/prospectus as Annex H;

SEC” are to the United States Securities and Exchange Commission;

Special Meeting” are to a special meeting of the holders of GWAC Common Stock to be held for the purpose of approving the Proposals;

Sponsor” are to I-B Goodworks LLC, a Delaware limited liability company;

Stockholder Restrictive Covenant Agreement” are to that certain restrictive covenant agreement, dated as of March 4, 2021, by and among Bitfury Top HoldCo and GWAC, attached to this proxy statement/prospectus as Annex J;

Transaction Agreements” are to the Merger Agreement, the GWAC Support Agreement, the Company Support Agreement, the Registration Rights Agreement, the PIPE Subscription Agreements, each Letter of Transmittal, the Proposed Certificate of Incorporation, the Proposed Bylaws, and all the other agreements, documents, instruments and certificates entered into in connection herewith and/or therewith and any and all exhibits and schedules thereto;

Transactions” are to, collectively, the Business Combination and the other transactions contemplated by the Merger Agreement;

Treasury Regulations” are to the regulations promulgated under the Code;

Trust Account” are to the trust account of GWAC that holds the proceeds from the GWAC’s IPO, governed by the Trust Agreement; and

Trust Agreement” are to the investment management trust agreement, dated October 19, 2020, by and between GWAC and Continental Stock Transfer & Trust Company, as trustee, entered into in connection with the GWAC’s IPO.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes statements that express GWAC’s and Cipher’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the Transactions, the benefits of the Transactions, including results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which Cipher operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting GWAC and Cipher.

Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

 

   

GWAC’s ability to complete the Business Combination or, if GWAC does not consummate such Business Combination, any other initial Business Combination;

 

   

satisfaction or waiver (if applicable) of the conditions to the Transactions, including, among other things:

 

   

the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and other Transactions by the respective shareholders of GWAC and Cipher, (ii) the applicable waiting period under the HSR Act relating to the Merger Agreement having expired or been terminated, (iii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part of, (iv) receipt of approval for listing on the Nasdaq the shares of New Cipher Common Stock to be issued in connection with the Transactions, (v) that GWAC have at least $5,000,001 of net tangible assets upon the Closing and (vi) the absence of any injunctions; and

 

   

there being at least $400.0 million of Available Closing GWAC Cash;

 

   

the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement;

 

   

the ability to maintain the listing of New Cipher Common Stock and warrants on the Nasdaq following the Business Combination;

 

   

our public securities’ potential liquidity and trading;

 

   

our ability to raise financing in the future;

 

   

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

 

   

GWAC’s officers and directors allocating their time to other businesses and potentially having conflicts of interest with GWAC’s business or in approving the Business Combination;

 

   

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; and

 

   

factors relating to the business, operations and financial performance of Cipher, including:

 

   

Cipher’s expected operational rollout in the initial buildout phase and the second phase, in particular the ability to build out the necessary initial sites in Texas and Ohio;

 

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Cipher’s commercial partnerships and supply agreements;

 

   

the uncertainty of the projected financial information with respect to Cipher;

 

   

the effects of competition and regulation on Cipher’s future business;

 

   

the effects of price fluctuations in the wholesale and retail power markets;

 

   

the effects of global economic, business or political conditions, such as the global COVID-19 pandemic and the disruption caused by various countermeasures to reduce its spread;

 

   

the value and volatility of Bitcoin and other cryptocurrencies; and

 

   

other factors detailed under the section entitled “Risk Factors.”

The forward-looking statements contained in this proxy statement/prospectus are based on GWAC’s and Cipher’s current expectations and beliefs concerning future developments and their potential effects on the Transactions and Cipher. There can be no assurance that future developments affecting GWAC or Cipher will be those that GWAC or Cipher has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond either GWAC’s or Cipher’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. GWAC and Cipher undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any GWAC stockholder grants its proxy or instructs how its vote should be cast or votes on the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the Director Election Proposal and the Adjournment Proposal, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect GWAC and Cipher.

 

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SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached Annexes, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for definitions used commonly throughout this proxy statement/prospectus, including this summary term sheet, see “Frequently Used Terms.”

 

   

Good Works Acquisition Corp., a Delaware corporation, which we refer to as “GWAC,” “we,” “us,” or “our,” is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses.

 

   

On October 22, 2020, GWAC consummated the GWAC’s IPO of 15,000,000 units, including 2,250,000 units under the underwriters’ over-allotment option, with each unit consisting of one share of GWAC Common Stock and one-half of one warrant, each whole warrant to purchase one share of GWAC Common Stock. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $150,000,000. Simultaneously with the consummation of the initial public offering, GWAC consummated the private placement of 228,000 units at a price of $10.00 per unit, generating total proceeds of $2,280,000. Transaction costs amounted to $870,120 consisting of $450,000 in underwriting discounts and commissions and $420,120 for other costs and expenses.

 

   

Following the consummation of the GWAC’s IPO, $170,000,000 was deposited into a U.S.-based trust account Continental Stock Transfer & Trust Company, acting as trustee. Except as described in the prospectus for the GWAC’s IPO, these proceeds will not be released until the earlier of the completion of an initial Business Combination and GWAC’s redemption of 100% of the outstanding public shares upon its failure to consummate a Business Combination within the completion window.

 

   

Cipher Mining Technologies Inc., a Delaware corporation, which we refer to as “Cipher”, is an emerging technology company that plans to operate in the Bitcoin mining ecosystem in the United States; specifically, by developing and growing a cryptocurrency mining business in the United States, specializing in Bitcoin.

 

   

On March 4, 2021, GWAC entered into an Agreement and Plan of Merger with Merger Sub and Cipher, which among other things, provides for Merger Sub to be merged with and into Cipher with Cipher being the surviving company and a wholly owned subsidiary of GWAC.

 

   

Subject to the terms of the Merger Agreement, the aggregate merger consideration payable to holders of Cipher Common Stock will be equal to the Merger Consideration.

 

   

The GWAC Common Stock was originally sold in the GWAC IPO as a component of the GWAC units for $10.00 per unit. The GWAC units consist of one share of GWAC Common Stock and one-half of one GWAC warrant. As of             , 2021, the closing price on Nasdaq of GWAC Common Stock was $         per share, and the closing price of a GWAC warrant was $         per warrant. The purchase price of $10.00 per ordinary share to the PIPE Investors and Bitfury Top HoldCo, as part of the Bitfury Private Placement, reflects the expected price of New Cipher ordinary shares. None of the Sponsor or GWAC’s officers, directors or their affiliates, except I-Bankers, is a PIPE Investor. I-Bankers has agreed to invest $5,000,000 as part of the PIPE Financing.

 

   

Pursuant to the PIPE Financing, GWAC has agreed to issue and sell to the PIPE Investors, and the PIPE Investors have agreed to buy from GWAC 37,500,000 shares of New Cipher Common Stock at a purchase price of $10.00 per share for an aggregate commitment of $375,000,000.

 

   

Pursuant to the Bitfury Subscription Agreement, GWAC has agreed to issue and sell to Bitfury Top HoldCo, and Bitfury Top HoldCo has agreed to buy from GWAC 5,000,000 shares of New Cipher

 

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Common Stock at a purchase price of $10.00 per share for an aggregate of cash and/or forgiveness of outstanding indebtedness owed by Cipher to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo) of $50,000,000.

 

   

It is anticipated that, upon completion of the Business Combination, (i) Bitfury Top HoldCo, including through the Bitfury Private Placement, will own, collectively, approximately 77.66% of the outstanding New Cipher Common Stock; (ii) GWAC’s public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 6.44% of the outstanding New Cipher Common Stock; (iii) the PIPE Investors (for the avoidance of doubt, excluding Bitfury Top HoldCo) will own approximately 14.20% of the outstanding New Cipher Common Stock; (iv) the Sponsor (and its affiliates) will own approximately 0.29% of the outstanding New Cipher Common Stock, and (v) the Private Placement Shareholders will own approximately 1.41% of the outstanding New Cipher Common Stock, in each case, on a fully diluted net exercise basis. These indicative levels of ownership interest: (i) exclude the impact of the shares of GWAC’s underlying warrants, (ii) assume that no public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in the trust account and (iii) assume the transaction expenses of the parties to the Merger Agreement of approximately $44 million. These indicative levels of ownership interest would amount to approximately 82.43%, 0.72%, 15.07%, 0.30% and 1.50%, respectively, assuming the maximum redemptions scenario, where 15.1 million of GWAC Common Stock are redeemed (and 1.9 million shares of GWAC Common Stock are not redeemed) in which case, GWAC will still have sufficient cash to satisfy the Available Closing GWAC Cash requirement of $400.0 million provided for in the Merger Agreement.

 

   

GWAC management and the GWAC Board considered various factors in determining whether to approve the Merger Agreement and the Transactions. For more information about the reasons that the GWAC Board considered in determining its recommendation, see “Proposal No. 1—The Business Combination Proposal—The GWAC Board’s Reasons for the Business Combination.” When you consider the GWAC Board’s recommendation of these proposals, you should keep in mind that the Sponsor and GWAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of GWAC’s shareholders generally. The GWAC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the GWAC’s shareholders that they vote “FOR” the proposals presented at the Special Meeting.

 

   

At the Special Meeting, GWAC’s stockholders will be asked to consider and vote on the following proposals:

 

   

a proposal to approve the Business Combination described in this proxy statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement/prospectus. Please see the section entitled “Proposal No. 1—The Business Combination Proposal”;

 

   

a proposal to approve and adopt the Proposed Certificate of Incorporation to replace the Current Certificate of Incorporation and to vote on separate proposals to approve, on a non-binding advisory basis, certain material differences between the Proposed Certificate of Incorporation and the Current Certificate of Incorporation. Please see the section entitled “Proposal No. 2—The Charter Proposal”;

 

   

a proposal to approve the Incentive Award Plan. Please see the section entitled “Proposal No. 3— The Incentive Plan Proposal”;

 

   

a proposal to elect the seven (7) individuals as directors to the New Cipher Board, effective immediately upon the Closing of the Business Combination, with each Class I director having a term that expires immediately following New Cipher’s annual meeting of stockholders in 2022

 

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each Class II director having a term that expires immediately following New Cipher’s annual meeting of stockholders in 2023 and each Class III director having a term that expires immediately following New Cipher’s annual meeting of stockholders in 2024 or, in each case, until their respective successor is duly elected and qualified, or until their earlier resignation, removal or death. Please see the section entitled “Proposal No. 4—The Director Election Proposal”;

 

   

a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of more than 20% of GWAC’s issued and outstanding shares of GWAC Common Stock in connection with the Business Combination, including, without limitation, the PIPE Financing and the Bitfury Private Placement. Please see the section entitled “Proposal No. 5—The Nasdaq Proposal”; and

 

   

a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Proposals. Please see the section entitled “Proposal No. 6—The Adjournment Proposal.”

 

   

Upon consummation of the Transactions, the GWAC Board anticipates each Class I director having a term that expires immediately following GWAC’s annual meeting of stockholders in 2022, each Class II director having a term that expires immediately following ’s GWAC’s annual meeting of stockholders in 2023 and each Class III director having a term that expires immediately following GWAC’s annual meeting of stockholders in 2024, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. Please see the sections entitled “Proposal No. 4—The Director Election Proposal” and “Management of New Cipher Following the Business Combination” for additional information.

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Business Combination, the Special Meeting and the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to GWAC’s stockholders. You are urged to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Special Meeting.

Questions and Answers about the Business Combination

 

Q:

What is the Business Combination?

 

A:

GWAC, Merger Sub, a wholly owned subsidiary of GWAC, and Cipher have entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into Cipher, with Cipher surviving the merger as a wholly owned subsidiary of GWAC.

GWAC will hold the Special Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Merger Agreement and you are receiving this proxy statement/prospectus in connection with such meeting. In addition, a copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A. We urge you to read carefully this proxy statement/prospectus, including the Annexes and the other documents referred to herein, in their entirety.

 

Q:

Why am I receiving this proxy statement/prospectus?

 

A:

GWAC is sending this proxy statement/prospectus to its stockholders to help them decide how to vote their shares of GWAC Common Stock with respect to the matters to be considered at the Special Meeting.

GWAC and Cipher have agreed to the Business Combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A, and GWAC encourages its stockholders to read it in its entirety. GWAC’s shareholders are being asked to consider and vote upon a proposal to approve the adoption of the Merger Agreement and approve the Transactions, which, among other things, include provisions for Merger Sub to be merged with and into Cipher with Cipher being the surviving corporation as a wholly owned subsidiary of GWAC. See “Proposal No. 1—The Business Combination Proposal.

The Business Combination cannot be completed unless GWAC’s stockholders approve (a) a proposal to approve and adopt the Proposed Certificate of Incorporation, a copy of which is attached hereto as Annex B, which is referred to herein as the “Charter Proposal,” (b) a proposal to approve, for purpose of complying with Nasdaq Listing Rule 5635, the issuance of GWAC Common Stock in connection with the Business Combination, the PIPE Financing and the Bitfury Private Placement, which is referred to herein as the “Nasdaq Proposal,” (c) a proposal to approve and adopt the Incentive Award Plan, a copy of which is attached to the proxy statement/prospectus as Annex L, which is referred to herein as the “Incentive Plan Proposal,” and (d) a proposal to elect the members to serve on the board of directors, which is referred to as the “Director Election Proposal”, set forth in this proxy statement/prospectus for their approval. Information about the Special Meeting, the Business Combination and the other business to be considered by stockholders at the Special Meeting is contained in this proxy statement/prospectus.

This document constitutes a proxy statement of GWAC and a prospectus of GWAC. It is a proxy statement because the GWAC Board is soliciting proxies using this proxy statement/prospectus from its stockholders. It is a prospectus because GWAC, in connection with the Business Combination, is offering shares of GWAC Common Stock in exchange for the outstanding shares of Cipher common stock. See “Proposal No. 1—The Business Combination Proposal—The Merger Agreement—Merger Consideration”.

 

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Index to Financial Statements
Q:

What will Bitfury Top HoldCo receive in the Business Combination?

 

A:

If the Business Combination is completed, each share of Cipher Common Stock issued and outstanding immediately prior to the effective time of the Business Combination (other than shares owned by Cipher as treasury stock) will be converted into the right to receive 400,000 shares of New Cipher Common Stock (deemed to have a value of $10 per share). Based on the number of shares of Cipher Common Stock outstanding, the total number of shares of GWAC Common Stock expected to be issued in connection with the Business Combination is approximately 200,000,000.

 

Q:

When do you expect the Business Combination to be completed?

 

A:

It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting, which is set for             , 2021; however, such meeting could be adjourned, as described herein. Neither GWAC nor Cipher can assure you of when or if the Business Combination will be completed and it is possible that factors outside of the control of both companies could result in the Business Combination being completed at a different time or not at all. GWAC must first obtain the approval of its stockholders for certain of the proposals set forth in this proxy statement/prospectus for their approval, and satisfy other closing conditions.

 

Q:

What happens if the Business Combination is not completed?

 

A:

If the Business Combination is not completed, Bitfury Top HoldCo will not receive any consideration for their shares of Cipher capital stock. Instead, Cipher will remain an independent company. See “Risk Factors”.

 

Q:

What equity stake will current GWAC’s shareholders and current Cipher’s stockholder, Bitfury Top HoldCo, hold in the combined company immediately after consummation of the Business Combination?

 

A:

Immediately after the Closing, assuming no holder of Public Shares exercises its redemption rights, (i) Bitfury Top HoldCo, including through the Bitfury Private Placement, will own, collectively, approximately 77.66% of the outstanding New Cipher Common Stock; (ii) GWAC’s public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 6.44% of the outstanding New Cipher Common Stock; (iii) the PIPE Investors (for the avoidance of doubt, excluding Bitfury Top HoldCo) will own approximately 14.20% of the outstanding New Cipher Common Stock; (iv) the Sponsor (and its affiliates) will own approximately 0.29% of the outstanding New Cipher Common Stock, and (v) the Private Placement Shareholders will own approximately 1.41% of the outstanding New Cipher Common Stock, in each case, on a fully diluted net exercise basis. These indicative levels of ownership interest would amount to approximately 82.43%, 0.72%, 15.07%, 0.30% and 1.50%, respectively, assuming the maximum redemptions scenario, where 15.1 million of GWAC Common Stock are redeemed (and 1.9 million shares of GWAC Common Stock are not redeemed) in which case, GWAC will still have sufficient cash to satisfy the Available Closing GWAC Cash requirement of $400.0 million provided for in the Merger Agreement.

GWAC agreed to pay I-Bankers, as representative of the underwriters in the GWAC’s IPO, a deferred fee of 4.5% of the gross proceeds of GWAC’s IPO, including the proceeds from the partial exercise of the over-allotment option, or $7,650,000 for its services in connection with GWAC’s business combination.

 

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The deferred underwriting fee will be waived by I-Bankers, in the event that GWAC does not complete a business combination, subject to the terms of the underwriting agreement for the GWAC’s IPO. The deferred underwriting fee is payable if a business combination is consummated without regard to the number of GWAC Common Stock redeemed by holders in connection with a business combination. The following table presents the deferred underwriting fee as a percentage of the aggregate proceeds from the GWAC’s IPO across varying redemption scenarios if GWAC had only sold the number of units remaining after redemptions:

 

Assuming No. Redemptions

 

Assuming 25% Redemptions

 

Assuming 50% Redemptions

 

Assuming 75% Redemptions

 

Assuming Maximum
Redemptions(1)

Number of
Shares
Remaining

 

Fee as a % of
GWAC IPO
Proceeds
(net of
Redemption)

 

Number of
Shares
Remaining

 

Fee as a % of
GWAC IPO
Proceeds
(net of
Redemption)

 

Number of
Shares
Remaining

 

Fee as a % of
GWAC IPO
Proceeds
(net of
Redemption)

 

Number of
Shares
Remaining

 

Fee as a % of
GWAC IPO
Proceeds
(net of
Redemption)

 

Number of
Shares
Remaining

 

Fee as a % of
GWAC IPO
Proceeds
(net of
Redemption)

17,000,000

  4.5%   12,750,000   6.0%   8,500,000   9.0%   4,250,000   18.0%   1,922,140   39.8%

 

(1)

Assumes that 15,077,860 shares of GWAC Common Stock are redeemed (and 1,922,140 shares of GWAC Common Stock are not redeemed) for an aggregate payment of approximately $150.8 million (based on the estimated per share redemption price of approximately $10.00 per share) from the Trust Account. See “Unaudited Pro Forma Condensed Combined Financial Information.”

 

Q:

How will the level of redemptions by GWAC’s shareholders affect the ownership of non-redeeming GWAC’s shareholders in New Cipher upon the closing of the Business Combination?

 

A:

Because the Business Combination is structured as an acquisition of Cipher by GWAC, all GWAC Common Stock outstanding prior to the Business Combination will remain outstanding after the Business Combination, subject to the redemption rights exercise by GWAC’s shareholders. Accordingly, the total number of New Cipher ordinary shares to be outstanding at the Closing (and the relative ownership levels of non-redeeming GWAC’s shareholders) will be affected by: (i) the number of GWAC Common Stock that is redeemed in connection with the Business Combination and (ii) the issuance of New Cipher Common Stock in connection with the Business Combination, the PIPE Financing and the Bitfury Private Placement.

Furthermore, to the extent that holders of GWAC Common Stock redeem their shares of GWAC Common Stock in connection with the Business Combination, their GWAC Warrants will remain issued and outstanding notwithstanding the redemption of their GWAC Common Stock. Based on the trading price of the GWAC warrants of $                per GWAC warrant as of     , 2021, the GWAC warrants owned by the holders of GWAC Common Stock were worth approximately $                million in the aggregate, and the GWAC warrants owned by the Sponsor and its affiliates were worth approximately $                million. Following the consummation of the Business Combination and pursuant to the terms of the GWAC Warrant Agreement, each whole New Cipher Warrant will be exercisable for one New Cipher Common Stock.

 

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The table below shows the relative ownership levels of holders of New Cipher Common Stock following the Business Combination under varying redemption scenarios and assuming that all warrants to purchase New Cipher Common Stock are exercised.

 

    Assuming No
Redemption
    Assuming 25%
Redemption
    Assuming 50%
Redemption
    Assuming 75%
Redemption
    Assuming Maximum
Redemption(1)
 
    Number of
Common
Shares
        %         Number of
Common
Shares
        %         Number of
Common
Shares
        %         Number of
Common
Shares
        %         Number of
Common
Shares
        %      

GWAC public shares

    17,000,000       6     12,750,000       5     8,500,000       3     4,250,000       2     1,922,140       1

GWAC founder shares

    4,250,000       2     4,250,000       2     4,250,000       2     4,250,000       2     4,250,000       2

Private Placement shareholders

    228,000       0     228,000       0     228,000       0     228,000       0     228,000       0

PIPE Investors

    37,500,000       14     37,500,000       14     37,500,000       14     37,500,000       14     37,500,000       15

Bitfury Private Placement

    5,000,000       2     5,000,000       2     5,000,000       2     5,000,000       2     5,000,000       2

GWAC shares issued in merger to Cipher

    200,000,000       73     200,000,000       75     200,000,000       76     200,000,000       77     200,000,000       78

Public warrants

    8,500,000       3     8,500,000       3     8,500,000       3     8,500,000       3     8,500,000       3

Private warrants

    114,000       0     114,000       0     114,000       0     114,000       0     114,000       0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Shares outstanding

    272,592,000       100     268,342,000       100     264,092,000       100     259,842,000       100     257,514,140       100
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Assumes that 15,077,860 shares of GWAC Common Stock are redeemed (and 1,922,140 shares of GWAC Common Stock are not redeemed) for an aggregate payment of approximately $150.8 million (based on the estimated per share redemption price of approximately $10.00 per share) from the Trust Account. See “Unaudited Pro Forma Condensed Combined Financial Information.”

 

Q:

What interests do GWAC’s current officers and directors have in the Business Combination?

 

A:

Certain of GWAC’s executive officers and certain non-employee directors may have interests in the Business Combination that are different from, or in addition to, the interest of GWAC’s stockholders generally. These interests include the continued service of certain directors of GWAC as directors of the combined company and the indemnification of former GWAC directors and officers by the combined company.

In addition, certain of GWAC’s current executive officers and directors have financial interests in the Business Combination that are different from, or in addition to, the interests of GWAC’s stockholders, other than GWAC’s initial stockholders. With respect to GWAC’s executive officers and directors, these interests include, among other things:

 

   

GWAC’s amended and restated articles of incorporation provide that if a definitive agreement to consummate a Business Combination has been executed but no Business Combination is consummated by July 22, 2022 (or such later date as may be approved by GWAC’s shareholders), GWAC is required to begin the dissolution process provided for in GWAC’s amended and restated articles of incorporation. In the event of a dissolution,

 

   

the 4,478,000 GWAC Founder Shares that were purchased by Sponsor and GWAC’s officer and directors prior to GWAC’s initial public offering for a purchase price of approximately $0.006 per share would become worthless, as the holders have waived any right to receive liquidation distributions with respect to these shares. Such shares had an aggregate market value of approximately $             million, based upon the closing price of $             of the GWAC common stock on Nasdaq on             , 2021, the GWAC record date;

 

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The GWAC Founder’s Shares purchased by GW Sponsor 2, LLC prior to GWAC’s initial public offering for a purchase price of approximately $0.29 per share would become worthless, as the holders have waived any right to receive liquidation distributions with respect to these shares. Such shares had an aggregate market value of approximately $             million, based upon the closing price of $             of the GWAC common stock on Nasdaq on             , 2021, the GWAC record date; and

 

   

The Private Units, which were purchased by the Anchor Investors prior to GWAC’s initial public offering for a purchase price of $10.00 per Private Unit would become worthless, as the holders have waived any right to receive liquidation distributions with respect to these share included in the Private Units and the warrants included in the Private Units would expire and become worthless. Such Private Units had an aggregate value of approximately $             million, based on the closing price of the GWAC warrants of $             on Nasdaq on             , 2021, the GWAC record date.

 

   

The Merger Agreement provides that Cary Grossman will be a director of the combined company after the closing of the Business Combination (assuming he is elected at the Special Meeting as described in this proxy statement/prospectus). As such, in the future each will receive any cash fees, stock options or stock awards that the combined company’s board of directors determines to pay to its non-executive directors.

The members of GWAC Board were aware of and considered the interests summarized above, among other matters, in evaluating and negotiating the Merger Agreement and the Business Combination and in recommending to GWAC’s shareholders, that the Merger Agreement be approved and adopted. These interests are described in more detail in the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of the Sponsor and GWAC’s Directors and Officers in the Business Combination”. You should be aware of these interests when you consider GWAC Board recommendation that you vote in favor of the approval and adoption of the Merger Agreement and the consummation of the transactions contemplated thereby.

Questions and Answers about GWAC’s Special Stockholder Meeting

 

Q:

When and where is the Special Meeting?

 

A:

The Special Meeting will be held at              central time, on             , 2021, in virtual format. GWAC’s shareholders may attend, vote and examine the list of GWAC’s shareholders entitled to vote at the Special Meeting by visiting https://www.cstproxy.com/goodworksacquisition/sm2021 and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. In light of public health concerns regarding the COVID-19 pandemic, the Special Meeting will be held in virtual meeting format only. You will not be able to attend the Special Meeting physically.

 

Q:

How do I attend a Virtual Annual Meeting?

 

A:

As a registered shareholder, you received a proxy card from Continental. The form contain instructions on how to attend the virtual annual meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at the phone number: 917-262-2373 or e-mail: proxy@continentalstock.com.

 

    

If you like you can pre-register to attend the virtual meeting starting ,             2021, at …….. . Enter the URL address into your browser https://www.cstproxy.com/goodworksacquisition/sm2021, enter your control number, name and email address. Once you pre-register, you can vote or enter questions in the chat box. At the start of the meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting.

 

    

Beneficial investors, who own their investments through a bank or broker, will need to contact Continental to receive a control number. If you plan to vote at the meeting, you will need to have a legal proxy from

 

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  your bank or broker or, if you would like to join and not vote, Continental will issue you a guest control number with proof of ownership. Either way you must contact Continental for specific instructions on how to receive the control number. They can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

 

    

If you do not have internet capabilities, you can listen only to the meeting by dialing +1 877-770-3647 (toll-free), outside the U.S. and Canada, +1 312-780-0854 (standard rates apply) when prompted enter the pin number 70781146#. This is a listen-only line, you will not be able to vote or enter questions during the meeting.

 

Q:

What am I being asked to vote on and why is this approval necessary?

 

A:

The stockholders of GWAC are being asked to vote on the following:

 

  1.

a proposal to approve the Business Combination described in this proxy statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement/prospectus. Please see the section entitled “Proposal No. 1—The Business Combination Proposal”;

 

  2.

a proposal to approve and adopt the Proposed Certificate of Incorporation to replace the Current Certificate of Incorporation and to vote on separate proposals to approve, on a non-binding advisory basis, certain material differences between the Proposed Certificate of Incorporation and the Current Certificate of Incorporation. Please see the section entitled “Proposal No. 2—The Charter Proposal”;

 

  3.

a proposal to approve the Incentive Award Plan. Please see the section entitled “Proposal No. 3— The Incentive Plan Proposal”;

 

  4.

a proposal to elect the seven (7) individuals as directors to the New Cipher Board, effective immediately upon the Closing of the Business Combination, with each Class I director having a term that expires immediately following New Cipher’s annual meeting of stockholders in 2022, each Class II director having a term that expires immediately following New Cipher’s annual meeting of stockholders in 2023 and each Class III director having a term that expires immediately following New Cipher’s annual meeting of stockholders in 2024, or, in each case, until their respective successor is duly elected and qualified, or until their earlier resignation, removal or death . Please see the section entitled “Proposal No. 4—The Director Election Proposal”;

 

  5.

a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of more than 20% of GWAC’s issued and outstanding shares of GWAC Common Stock in connection with the Business Combination, including, without limitation, the PIPE Financing and the Bitfury Private Placement. Please see the section entitled “Proposal No. 5—The Nasdaq Proposal”; and

 

  6.

a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Proposals. Please see the section entitled “Proposal No. 6—The Adjournment Proposal.”

GWAC will hold the Special Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. Stockholders should read this proxy statement/prospectus carefully, including the Annexes and the other documents referred to herein.

Consummation of the Business Combination is conditional on approval of each of the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the Director Election Proposal and

 

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the Nasdaq Proposal, subject to the terms of the Merger Agreement. If any of these proposals is not approved, the other proposals, except the Adjournment Proposal, will not be presented to stockholders for a vote.

The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

 

Q:

I am a GWAC warrant holder. Why am I receiving this proxy statement/prospectus?

 

A:

Upon consummation of the Business Combination, the GWAC warrants shall, by their terms, entitle the holders to purchase GWAC Common Stock at a purchase price of $11.50 per share beginning 30 days after the consummation of the Business Combination. This proxy statement/prospectus includes important information about Cipher and the business of Cipher following consummation of the Business Combination. As holders of GWAC warrants will be entitled to purchase GWAC Common Stock upon consummation of the Business Combination, GWAC urges you to read the information contained in this proxy statement/prospectus carefully.

 

Q:

What will happen to GWAC’s securities upon consummation of the Business Combination?

 

A:

GWAC Common Stock and GWAC Warrants are currently listed on Nasdaq under the symbols GWAC and GWACW, respectively. Upon consummation of the Business Combination, GWAC will have one class of common stock which will be listed on Nasdaq under the symbol “CIFR”, and its warrants will be listed on Nasdaq under the symbol “CIFRW”. GWAC warrant holders and those stockholders who do not elect to have their shares of GWAC Common Stock redeemed for a pro rata share of the trust account need not submit their common stock or warrant certificates, and such shares of stock and warrants will remain outstanding.

 

Q:

Why is GWAC proposing the Business Combination?

 

A:

GWAC was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities.

On October 22, 2021, GWAC completed its initial public offering of units, with each unit consisting of one public share and one-half of one public warrant, each whole public warrant to purchase one share of GWAC Common Stock at a price of $11.50, raising total gross proceeds of $150,000,000. On October 26, 2020 and November 17, 2020, the underwriters of the GWAC’s IPO partially exercised their over-allotment option and purchased additional units, generating gross proceeds of $20,000,000. Since the GWAC’s IPO, GWAC’s activity has been limited to the evaluation of business combination candidates.

Cipher is an emerging technology company that plans to operate in the Bitcoin mining ecosystem in the United States. Specifically, Cipher plans to develop and grow a cryptocurrency mining business, specializing in Bitcoin.

Based on its investigations of Cipher and the industry in which it operates, including the financial and other information provided by Cipher in the course of their negotiations in connection with the Merger Agreement, GWAC believes that the Business Combination with Cipher is advisable and in the best interests of GWAC and its stockholders. See “Proposal No. 1—The Business Combination— The GWAC Board’s Reasons for the Business.

 

Q:

Did the GWAC board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A:

GWAC did not obtain an opinion from an independent investment banking firm that the Merger Consideration is fair to GWAC’s stockholders from a financial point of view. The fair market value of Cipher has been determined by GWAC Board based upon standards generally accepted by the financial community, such as potential sales and the price for which comparable businesses or assets have been valued. GWAC’s stockholders will be relying on the judgment of the GWAC Board with respect to such matters.

 

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Q:

Do I have redemption rights?

 

A:

If you are a holder of Public Shares, you have the right to demand that GWAC redeem such shares for a pro rata portion of the cash held in GWAC’s trust account. GWAC sometimes refers to these rights to demand redemption of the Public Shares as “redemption rights.”

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 10% of the public shares without the consent of GWAC. Accordingly, all public shares in excess of 10% held by a public stockholder, together with any affiliate of such stockholder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed without the consent of GWAC. Cipher is not required to consummate the Business Combination if there is not at least $400.0 million of Available Closing GWAC Cash after giving effect to payment of amounts that GWAC will be required to pay to redeeming stockholders upon consummation of the Business Combination.

 

Q:

Will how I vote affect my ability to exercise redemption rights?

 

A:

No. You may exercise your redemption rights whether you vote your Public Shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their public shares and no longer remain stockholders and the Business Combination may be consummated even though the funds available from GWAC’s trust account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders. However, Cipher is not required to consummate the Business Combination if there is not at least $400.0 million of Available Closing GWAC Cash after giving effect to payment of amounts that GWAC will be required to pay to redeeming stockholders upon consummation of the Business Combination. Also, with fewer public shares and public stockholders, the trading market for GWAC Common Stock may be less liquid than the market for public shares prior to the Business Combination and GWAC may not be able to meet the listing standards of a national securities exchange.

 

Q:

How do I exercise my redemption rights?

 

A:

If you are a holder of public shares and wish to exercise your redemption rights, you must (i) demand that GWAC redeem your shares for cash no later than the second (2nd) business day preceding the vote on the Business Combination Proposal at the Special Meeting by delivering your stock to GWAC’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system. Any holder of public shares will be entitled to demand that such holder’s shares be redeemed for a pro rata portion of the amount then in the trust account (which, for illustrative purposes, was $                per share as of                , 2021, the GWAC Record Date). Such amount, including interest earned on the funds held in the trust account and not previously released to GWAC to pay its taxes, will be paid promptly upon consummation of the Business Combination. However, under Delaware law, the proceeds held in the trust account could be subject to claims which could take priority over those of GWAC’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting. If you deliver your shares for redemption to GWAC’s transfer agent and later decide prior to the Special Meeting not to elect redemption, you may request that GWAC’s transfer agent return the shares (physically or electronically). You may make such request by contacting GWAC’s transfer agent at the address listed at the end of this section.

 

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If a holder of public shares properly makes a request for redemption and the public shares are delivered as described to GWAC’s transfer agent as described herein, then, if the Business Combination is consummated, GWAC will redeem these shares for a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your shares of GWAC Common Stock for cash and you will cease to have any rights as a GWAC Stockholder (other than the right to receive the redemption amount) upon consummation of the Business Combination.

For a discussion of the material U.S. federal income tax considerations for holders of public shares with respect to the exercise of these redemption rights, see “U.S. Federal Income Tax Consequences—Tax Consequences to Holders Electing to Exercise Redemption Rights”.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any public warrants that you may hold.

 

Q:

Do I have appraisal rights if I object to the proposed Business Combination?

 

A:

No. Neither GWAC’s shareholders nor its warrant holders have appraisal rights in connection with the Business Combination under the DGCL. See “Special Meeting of GWAC’s Stockholders—Appraisal Rights.

 

Q:

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

 

A:

A total of $170,000,000 in net proceeds of the GWAC’s IPO and the amount raised from the private sale of warrants simultaneously with the consummation of the GWAC’s IPO was placed in the trust account following the GWAC’s IPO. After consummation of the Business Combination, the funds in the trust account will be used to pay holders of the public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination (including aggregate fees of $7,650,000 as deferred underwriting fee) and for New Cipher’s working capital and general corporate purposes.

 

Q:

What happens if the Business Combination is not consummated?

 

A:

If GWAC does not complete the Business Combination with Cipher for whatever reason, GWAC would search for another target business with which to complete a business combination. If GWAC does not complete the Business Combination with Cipher or another target business prior to July 22, 2022 (the “Completion Window”), GWAC must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then held in the trust account including interest earned on the funds held in the trust account and not previously released to the GWAC to pay taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of outstanding public shares. The Sponsor has no redemption rights in the event a business combination is not effected in the Completion Window, and, accordingly, their GWAC Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to GWAC’s outstanding warrants. Accordingly, the warrants will expire worthless.

 

Q:

How do the Founders intend to vote in the proposals?

 

A:

The Founders are entitled to vote an aggregate of 20.8% of the outstanding shares of GWAC Common Stock. The Founders have agreed to vote the GWAC Common Stock held by it as of the GWAC Record Date in favor of each of the proposals presented at the Special Meeting.

 

Q:

What constitutes a quorum at the Special Meeting?

 

A:

A majority of the voting power of the issued and outstanding common stock of GWAC entitled to vote at the Special Meeting must be present, in person (which would include presence at a virtual meeting) or

 

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  represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The shares of GWAC Common Stock owned by the Founders represent 20.8% of the issued and outstanding shares of GWAC Common Stock, and will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the GWAC Record Date for the Special Meeting,              shares of GWAC Common Stock would be required to achieve a quorum.

 

Q:

What vote is required to approve each proposal at the Special Meeting?

 

A:

The Business Combination Proposal: The majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting is required to approve the Business Combination Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Business Combination Proposal, will have no effect on the Business Combination Proposal. GWAC’s shareholders must approve the Business Combination Proposal in order for the Business Combination to occur. If GWAC’s shareholders fail to approve the Business Combination Proposal, the Business Combination will not occur.

The Charter Proposal: The affirmative vote of the holders of a majority of the outstanding shares of common stock is required to approve the Charter Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Proposal, will have the same effect as a vote “AGAINST” such Charter Proposal. The Business Combination is conditioned upon the approval of the Charter Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Charter Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Charter Proposal will not be effected.

The Incentive Plan Proposal: The majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting is required to approve the Incentive Plan Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Incentive Plan Proposal, will have no effect on the Incentive Plan Proposal. The Business Combination is conditioned upon the approval of the Incentive Plan Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Incentive Plan Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Incentive Plan Proposal will not be effected.

The Director Election Proposal: Directors are elected by a plurality of all of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting. This means that the 7 director nominees who receive the most affirmative votes will be elected. Stockholders may not cumulate their votes with respect to the election of directors. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Director Election Proposal, will have no effect on the Director Election Proposal. The Business Combination is not conditioned on the approval of the Director Election Proposal.

The Nasdaq Proposal: The majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting is required to approve the Nasdaq Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Nasdaq Proposal, will have no effect on the Nasdaq Proposal. The Business Combination is conditioned upon the approval of the Nasdaq Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Nasdaq Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Nasdaq Proposal will not be effected.

 

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The Adjournment Proposal: The majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting is required to approve the Adjournment Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Adjournment Proposal, will have no effect on the Adjournment Proposal. The Business Combination is not conditioned on the approval of the Adjournment Proposal.

The Sponsor, the Anchor Investors and certain directors and officers of GWAC have entered into certain agreements (together, the “Acquiror Support Agreements”) with GWAC pursuant to which the they have agreed to vote shares representing     % of the aggregate voting power of the common stock in favor of the each of the proposals presented at the Special Meeting, regardless of how public stockholders vote. Accordingly, the Acquiror Support Agreements will increase the likelihood that GWAC will receive the requisite stockholder approval for the Business Combination and the transactions contemplated thereby. Because a majority of the proposals, including the Business Combination Proposal, require the affirmative vote of the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting, the affirmative vote of approximately     % of the outstanding Public Shares would be required to approve such proposals if a quorum of only a majority of the shares of GWAC Common Stock is represented at the Special Meeting. Notwithstanding the foregoing, the Business Combination is conditioned upon the approval of the Charter Proposal. Approval of that proposal requires the affirmative vote of the holders of a majority of the outstanding shares of GWAC Common Stock. Accordingly, the affirmative vote of approximately     % of the outstanding public shares would be required to approve the Charter Proposal.

 

Q:

What do I need to do now?

 

A:

GWAC urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes and the other documents referred to herein, and to consider how the Business Combination will affect you as a stockholder and/or warrant holder of GWAC. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

 

Q:

How do I vote?

 

A:

If you are a holder of record of GWAC Common Stock on the GWAC Record Date, you may vote in person (which would include presence at a virtual meeting) at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person (which would include presence at a virtual meeting), obtain a proxy from your broker, bank or nominee.

 

Q:

If my shares are held in “street name” by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

 

A:

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to GWAC or by voting in person (which would include presence at a virtual meeting) at the Special Meeting unless you provide a “legal proxy”, which you must obtain from your broker, bank or other nominee.

 

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Under the rules of Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Special Meeting are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

If you are a GWAC stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal and the Nasdaq Proposal. Such broker non-votes will be the equivalent of a vote “AGAINST” the Charter Approval Proposal, but will have no effect on the vote count for such other proposals.

 

Q:

What if I attend the Special Meeting and abstain or do not vote?

 

A:

For purposes of the Special Meeting, an abstention occurs when a stockholder attends the meeting in person (which would include presence at a virtual meeting) and does not vote or returns a proxy with an “abstain” vote.

If you are a GWAC stockholder that attends the Special Meeting in person (which would include presence at a virtual meeting) and fails to vote on the Charter Proposal, or if you respond to such proposal with an “abstain” vote, your failure to vote or “abstain” vote in each case will have the same effect as a vote “AGAINST” such proposals.

If you are a GWAC stockholder that attends the Special Meeting in person (which would include presence at a virtual meeting) and fails to vote on the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Nasdaq Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on the vote count for such proposals.

 

Q:

What will happen if I return my proxy card without indicating how to vote?

 

A:

I f you sign and return your proxy card without indicating how to vote on any particular proposal, the GWAC Common Stock represented by your proxy will be voted as recommended by the GWAC Board with respect to that proposal. The GWAC Board intends to vote FOR all proposals.

 

Q:

May I change my vote after I have mailed my signed proxy card?

 

A:

Yes. Stockholders may send a later-dated, signed proxy card to GWAC’s transfer agent at the address set forth at the end of this section so that it is received prior to the vote at the Special Meeting or attend the Special Meeting in person (which would include presence at a virtual meeting) and vote. Stockholders also may revoke their proxy by sending a notice of revocation to GWAC’s transfer agent, which must be received prior to the vote at the Special Meeting.

 

Q:

What happens if I fail to take any action with respect to the Special Meeting?

 

A:

If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and consummated, you will become a stockholder of New Cipher. Failure to take any action with respect to the Special Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of GWAC.

 

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Q:

What should I do if I receive more than one set of voting materials?

 

A:

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your GWAC shares.

 

Q:

Who can help answer my questions?

 

A:

If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

You may also obtain additional information about GWAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your Public Shares, you will need to deliver your stock (either physically or electronically) to GWAC’s transfer agent at the address below prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Exchange Agent. Continental Stock Transfer & Trust Company has been engaged to act as exchange agent (the “Exchange Agent”) for the payment and delivery of the aggregate Merger Consideration. At or immediately following the Effective Time, GWAC shall deposit (or cause to be deposited) with the Exchange Agent the number of shares of GWAC Common Stock comprising the aggregate Merger Consideration in respect of certificates that immediately prior to the Effective Time represented Cipher common stock.

Continental Stock Transfer & Trust Company

Attn: Francis Wolf and Celeste Gonzalez

One State Street, 30th Floor

New York, NY 10004

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, including the Business Combination proposal, you should read this entire document carefully, including the Merger Agreement attached as Annex A to this proxy statement/prospectus. The Merger Agreement is the legal document that governs the Transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “Proposal No. 1—The Business Combination Proposal.”

Combined Business Summary

Unless otherwise indicated or the context otherwise requires, references in this Combined Business Summary to “we,” “us,” “our” and other similar terms refer to Cipher prior to the Business Combination and to New Cipher and its consolidated subsidiaries after giving effect to the Business Combination.

Overview

Our key mission is to become the leading Bitcoin mining company in the United States. We are an emerging technology company that plans to operate in the Bitcoin mining ecosystem in the United States.

We have been established by Bitfury Group, a global full-service blockchain and technology specialist and one of the leading private infrastructure providers in the blockchain ecosystem.

As of the date of this proxy statement/prospectus, we have not commenced operations. As a stand alone, U.S. based cryptocurrency mining business, specializing in Bitcoin, we plan to begin our initial buildout phase with a set up of cryptocurrency mining facilities (or sites) in at least four cities in the United States (three in Texas and one in Ohio). Subject to completion of the Business Combination, we plan to begin deployment of capacity in one city in Ohio and one of the cities in Texas in the fourth quarter of 2021.

Upon completion of the Business Combination, Bitfury Top HoldCo will beneficially own approximately 77.66% (if no GWAC Common Shares are redeemed) and approximately 82.3% (if all 15.1 million of GWAC Common Shares are redeemed) of New Cipher’s common stock with sole voting and sole dispositive power over those shares and, as a result, Bitfury Top HoldCo will have the power to elect all of our directors and New Cipher will be a “controlled company” under Nasdaq corporate governance standards. For additional information, see “Risk Factors—Additional Risks Relating to Ownership of New Cipher Common Stock Following the Business Combination—Upon completion of the Business Combination, New Cipher will be a “controlled company” within the meaning of Nasdaq listing rules and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.” and “Management of New Cipher Following the Business Combination—Controlled Company Status.

The following diagram illustrates the ownership structure of Cipher before the Business Combination:

 

LOGO

 

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The following diagram illustrates the ownership structure of New Cipher immediately following the Business Combination (percentages shown as basic ownership) and (i) excludes the impact of the shares of GWAC’s underlying warrants, (ii) assumes that no public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in the trust account and (iii) assumes the transaction expenses of the parties to the Merger Agreement of approximately $44 million.

 

LOGO

The Parties to the Business Combination

GWAC

GWAC is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses. GWAC was incorporated under the law of Delaware on June 24, 2020.

On October 22, 2021, GWAC’s completed GWAC’s IPO, with each unit consisting of one public share and one half of one public warrant, each whole public warrant to purchase one share of GWAC Common Stock at a price of $11.50, raising total gross proceeds of $150,000,000. On October 26, 2020 and November 17, 2020, the underwriters of the GWAC’s IPO partially exercised their over allotment option and purchased additional units, generating gross proceeds of $20,000,000. Since the GWAC’s IPO, GWAC’s activity has been limited to the evaluation of business combination candidates.

As of March 31, 2021, a total of $170,000,000 of the net proceeds from the IPO (including the partial exercise of the over-allotment option) and the Private Placements were in a trust account established for the benefit of the GWAC’s public shareholders. The trust fund account is invested in interest-bearing U.S. government securities and the income earned on those investments is also for the benefit of our public shareholders.

GWAC Common Stock and GWAC warrants are traded on the Nasdaq under the symbols “GWAC” and “GWACW” respectively.

The mailing address of GWAC’s principal executive office is 4265 San Felipe, Suite 603, Houston, Texas 77027. Its telephone number is (713) 468-2717. After the Closing, its principal executive office will be that of Cipher.

Merger Sub

Merger Sub is a Delaware corporation and a direct wholly owned subsidiary of GWAC formed solely for the purpose of effectuating the Merger.

 

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The mailing address of Merger Sub’s principal executive office is 4265 San Felipe, Suite 603, Houston, Texas 77027. Its telephone number is (713) 468-2717. After the Closing, Merger Sub will cease to exist as a separate legal entity.

Cipher

Cipher is a Delaware corporation incorporated on January 7, 2021. Cipher is an emerging technology company that plans to operate in the Bitcoin mining ecosystem in the United States.

Emerging Growth Company

GWAC is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find GWAC’s securities less attractive as a result, there may be a less active trading market for GWAC’s securities and the prices of its securities may be more volatile.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. GWAC has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, GWAC, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of GWAC’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

GWAC will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the GWAC’s IPO, (b) in which GWAC has total annual gross revenue of at least $1.07 billion, or (c) in which GWAC is deemed to be a large accelerated filer, which means the market value of GWAC’s common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which GWAC has issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

The Business Combination Proposal

Structure of the Transactions

Pursuant to the Merger Agreement, on the Closing Date, prior to the Effective Time, Merger Sub will merge with and into Cipher, with Cipher as the surviving company in the Merger and, after giving effect to such Merger, Cipher shall be a wholly owned subsidiary of GWAC. In accordance with the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each share of Cipher outstanding as of immediately prior to the Effective Time will be exchanged for 400,000 shares of the New Cipher Common Stock.

 

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Closing Merger Consideration

The value of the aggregate consideration to be paid to the holders of outstanding Cipher stock will be equal to the Merger Consideration. For more information regarding the sources and uses of the funds utilized to consummate the Transactions, please see the section entitled “Proposal No. 1—The Business Combination Proposal—The Merger Agreement—Merger Consideration”.

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement. For additional information, see “Proposal No. 1—The Business Combination Proposal.”

Company Support Agreement

In connection with the execution of the Merger Agreement, GWAC entered into a support agreement with Cipher and Bitfury Top HoldCo, a copy of which is attached to this proxy statement/prospectus as Annex E (the “Company Support Agreement”). Pursuant to the Company Support Agreement, Bitfury Top HoldCo agreed to, among other things, vote to adopt and approve, upon the effectiveness of the registration statement, the Merger Agreement and all other documents and transactions contemplated thereby, in each case, subject to the terms and conditions of the Company Support Agreement. For additional information, see “Proposal No. 1—The Business Combination Proposal.”

Pursuant to Company Support Agreement, Bitfury Top HoldCo also agreed to, among other things, (i) vote at any meeting of the shareholders of Cipher all of its Cipher Common Stock held of record or thereafter acquired in favor of the Merger Agreement and the transactions contemplated thereby, (ii) be bound by certain other covenants and agreements related to the Business Combination and (iii) be bound by certain transfer restrictions with respect to such securities, in each case, on the terms and subject to the conditions set forth in the Company Support Agreement.

The Company Support Agreement will terminate in its entirety, and be of no further force or effect, upon the earliest to occur of (i) the Effective Time, (ii) termination of the Merger Agreement, (iii) amendment of the Merger Agreement to decrease the consideration payable under the Merger Agreement or to change the consideration in a manner adverse to Bitfury Top HoldCo, in each case without Bitfury Top HoldCo’s consent and (iv) written agreement by the parties to the Company Support Agreement to terminate the agreement. Upon such termination of the Company Support Agreement, all obligations of the parties under the Company Support Agreement will terminate, without any liability or other obligation on the part of any party thereto to any person in respect thereof or the transactions contemplated hereby, and no party thereto will have any claim against another (and no person will have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter thereof; provided, however, that the termination of the Company Support Agreement will not relieve any party thereto from liability arising in respect of any breach of the Company Support Agreement prior to such termination.

GWAC Support Agreement

In connection with the execution of the Merger Agreement, GWAC entered into a support agreement, with Cipher, the Sponsor, GW Sponsor 2, LLC, Magnetar Financial LLC, Mint Tower Capital Management B.V., Periscope Capital, Inc. and Polar Multi-Strategy Master Fund, a copy of which is attached to this proxy statement/prospectus as Annex D (the “GWAC Support Agreement”). Pursuant to the GWAC Support Agreement, the Sponsor agreed to, among other things, (i) vote at any meeting of the shareholders of GWAC all of its shares of GWAC Common Stock held of record or thereafter acquired in favor of the Merger Agreement and the transactions contemplated thereby, (ii) be bound by certain other covenants and agreements related to the Business Combination and (iii) be bound by certain transfer restrictions with respect to such securities, prior to

 

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the closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the GWAC Support Agreement. For additional information, see “Proposal No. 1—The Business Combination Proposal—GWAC Support Agreement.

Registration Rights Agreement

The Merger Agreement contemplates that, at the Closing, GWAC, Cipher, the Sponsor and Bitfury Top HoldCo will enter into the Registration Rights Agreement, a copy of which is attached to this proxy statement/prospectus as Annex H, pursuant to which GWAC will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of New Cipher Common Stock and other equity securities of New Cipher that are held by the parties thereto from time to time.

Bitfury Subscription Agreement

In connection with the execution of the Merger Agreement and concurrently with the execution of the PIPE Subscription Agreements, Bitfury Top HoldCo and GWAC entered into subscription agreement (the “Bitfury Subscription Agreement”), a copy of which is attached to this proxy statement/prospectus as Annex G. Pursuant to this agreement, Bitfury Top HoldCo agreed to subscribe for and purchase, and GWAC agreed to issue and sell to Bitfury Top HoldCo, an aggregate of 5,000,000 shares of New Cipher Common Stock at a purchase price of $10.00 per share for an aggregate of cash and/or forgiveness of outstanding indebtedness owed by Cipher to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo) of $50,000,000 as payment.

PIPE Subscription Agreements

In connection with the execution of the Merger Agreement, GWAC entered into subscription agreements with the PIPE Investors, a form of which is attached to this proxy statement/prospectus as Annex F (the “PIPE Subscription Agreements”), pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 37,500,000 shares of New Cipher Common Stock at a purchase price of $10.00 per share for an aggregate commitment of $375,000,000. The closings under the PIPE Subscription Agreements will occur substantially concurrently with the Closing, subject to, among other things, the satisfaction of each condition precedent to the Closing set forth in the Merger Agreement, all representations and warranties of GWAC contained in the PIPE Subscription Agreements being true and correct in all material respects at and as of the Closing Date, satisfaction, performance and compliance by GWAC and each PIPE Investor in all material respects with the covenants, agreements and conditions contained therein, and no amendment or modification of, or waiver with respect to the Merger Agreement that would reasonably be expected to materially and adversely, as compared to other PIPE Investors, affect the economic benefits of each PIPE Investor without having received such PIPE Investor’s prior written consent. Additionally, pursuant to the PIPE Subscription Agreements, the PIPE Investors agreed to waive any claims that they may have at the Closing or in the future as a result of, or arising out of, the PIPE Subscription Agreements with respect to, or to monies in, the trust account. For additional information, see “Proposal No. 1—The Business Combination Proposal.

In addition, the GWAC Common Stock was originally sold in the GWAC IPO as a component of the GWAC units for $10.00 per unit. The GWAC units consist of one share of GWAC Common Stock and one-half of one GWAC warrant. As of             , 2021, the closing price on Nasdaq of GWAC Common Stock was $             per share, and the closing price of a GWAC warrant was $             per warrant. The purchase price of $10.00 per ordinary share to the PIPE Investors and Bitfury Top HoldCo, as part of the Bitfury Private Placement, reflects the expected price of New Cipher ordinary shares. None of the Sponsor or GWAC’s officers, directors or their affiliates, except I-Bankers, is a PIPE Investor. I-Bankers has agreed to invest $5,000,000 as part of the PIPE Financing.

 

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Master Services and Supply Agreement

At the Closing, Cipher and Bitfury Top HoldCo shall enter into a master services and supply agreement, a form of which is attached to this proxy statement/prospectus as Annex I (the “Master Services and Supply Agreement”), pursuant to which New Cipher can order certain services and/or supplies from Bitfury Top HoldCo.

Stockholder Restrictive Covenant Agreement

In connection with the execution of the Merger Agreement, Bitfury Top HoldCo and GWAC entered into a restrictive covenant agreement, a copy of which is attached to this proxy statement/prospectus as Annex J (the “Stockholder Restrictive Covenant Agreement”). Pursuant this agreement, Bitfury Top HoldCo agreed, during the term of the agreement and subject to the parameters and limitations set forth in the agreement, not to hire or solicit employees of New Cipher, not to compete with and not to disparage New Cipher. The agreement will terminate upon the earlier of seven years from the date of its execution or the termination of the Master Services and Supply Agreement.

Bitfury Restrictive Covenant Agreement

In connection with the execution of the Merger Agreement, Bitfury Holding and GWAC entered into a restrictive covenant agreement, a copy of which is attached to this proxy statement/prospectus as Annex K (the “Bitfury Restrictive Covenant Agreement”). Pursuant this agreement, Bitfury Holding agreed, during the term of the agreement and subject to the parameters and limitations set forth in the agreement, not to hire or solicit employees of New Cipher, not to compete with and not to disparage New Cipher. The agreement will terminate upon the earlier of seven years from the date of its execution or the termination of the Master Services and Supply Agreement.

Incentive Award Plan

On June 4, 2021, the GWAC Board adopted, subject to stockholder approval, an incentive award plan, a form of which is attached to this proxy statement/prospectus as Annex L (the “Incentive Award Plan”), for the purpose of providing a means through which to enhance the ability to attract, retain and motivate persons who make (or are expected to make) important contributions to New Cipher by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. The GWAC Board believes that equity awards are necessary to remain competitive and are essential to recruiting and retaining the highly qualified employees. GWAC stockholders are being asked to consider and approve the Incentive Award Plan. For additional information, see “Proposal No. 3 – The Incentive Plan Proposal.”

Letter of Transmittal

Promptly following the Effective Time, the Letter of Transmittal substantially in the form attached to this proxy statement/prospectus as Annex M, shall be send to each record holder of a Cipher Common Stock as outlined in the Merger Agreement.

Company Lock-Up Agreement

At the Closing, Cipher shall procure that Bitfury Top HoldCo shall enter into a lock-up agreement with GWAC in substantially the form attached as Annex N hereto (“Company Lock-Up Agreement”).

Sponsor Lock-Up Agreement

At the Closing, GWAC shall enter into a lock-up agreement with the Sponsor in substantially the form attached as Annex O hereto (“Sponsor Lock-Up Agreement”). The Sponsor Lock-Up Agreement provides for post-Closing lock-ups with respect to Sponsor’s shares of GWAC (but excluding any GWAC private placement units); provided that the term of the lock-up shall be two years and the lock-up will allow certain amounts of the shares to be publicly sold after 180 days, subject, in each case, to customary terms and conditions.

 

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Ownership of New Cipher

As of the date of this proxy statement/prospectus, there are              ordinary shares issued and outstanding, which includes an aggregate of              ordinary shares held by the Initial Shareholders, including the Sponsor. In addition, as of the date of this proxy statement/prospectus, there is outstanding an aggregate of              warrants to acquire ordinary shares, comprised of              private placement warrants held by the Anchor Investors and              public warrants. Each whole warrant entitles the holder thereof to purchase one share of New Cipher Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming that none of GWAC’s outstanding public shares are redeemed in connection with the Business Combination), GWAC’s fully diluted share capital would be              ordinary shares.

Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination, assuming (i) none of GWAC’s outstanding public shares are redeemed in connection with the Business Combination and (ii) 15.1 million of GWAC Common Stock are redeemed (and 1.9 million shares of GWAC Common Stock are not redeemed) in connection with the Business Combination.

No Redemption

 

Source of Funds(1)

(in thousands)

    

Uses of Funds(1)
(in thousands)

 

Existing Cash held in trust account(2)

   $ 170,065     

Shares of New Cipher Common Stock issued to Bitfury Top HoldCo(3)

   $ 2,000,000  

Shares of New Cipher Common Stock issued to Bitfury Top HoldCo(3)

     2,000,000     

Transaction Fees and Expenses

     44,000  

PIPE Financing

     375,000     

Remaining Cash on Balance Sheet(4)

     551,065  
        

 

 

 

Bitfury Private Placement

     50,000     

Total Uses

   $ 2,595,065  
  

 

 

       

 

 

 

Total Sources

   $ 2,595,065        
  

 

 

       

 

(1) 

Totals might be affected by rounding.

(2) 

As of March 31, 2021.

(3) 

Shares issued to Bitfury Top HoldCo of $10.00 per share based on 200,000,000 shares of New Cipher Common Stock expected to be issued at Closing. See “Unaudited Pro Forma Condensed Combined Financial Information” for more details.

(4) 

Does not include outstanding warrants to purchase an aggregate of 114,000 shares of New Cipher Common Stock. Includes the $50,000,000 from Bitfury Top HoldCo as cash and/or forgiveness of outstanding indebtedness owed by Cipher to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo) pursuant to the Bitfury Subscription Agreement.

Maximum Redemption

 

Source of Funds(1)
(in thousands)

    

Uses of Funds(1)
(in thousands)

 

Existing Cash held in trust account(2)

   $ 170,065     

Shares of New Cipher Common Stock issued to Bitfury Top HoldCo(3)

   $ 2,000,000  

Shares of New Cipher Common Stock issued to Bitfury Top HoldCo(3)

     2,000,000     

Transaction Fees and Expenses

     44,000  

PIPE Financing

     375,000     

GWAC public redemption(4)

     151,700  

Bitfury Private Placement

     50,000     

Remaining Cash on Balance Sheet(5)

     399,365  
  

 

 

       

 

 

 

Total Sources

   $ 2,595,065     

Total Uses

   $ 2,595,065  
  

 

 

       

 

 

 

 

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(1)

Totals might be affected by rounding.

(2) 

As of March 31, 2021.

(3)

Shares issued to Bitfury Top HoldCo are $10.00 per share based on 200,000,000 shares of New Cipher Common Stock expected to be issued at Closing. See “Unaudited Pro Forma Condensed Combined Financial Information” for more details.

(4)

This scenario assumes that 15.1 million of GWAC Common Stock are redeemed (and 1.9 million shares of GWAC Common Stock are not redeemed) at an assumed redemption price of approximately $10.00 per share based on the funds held in the Trust Account as of March 31, 2021 for an aggregate payment of $150.8 million. GWAC will still have sufficient cash to satisfy the Available Closing GWAC Cash requirement of $400.0 million provided for in the Merger Agreement.

(5)

Does not include outstanding warrants to purchase an aggregate of 114,000 shares of New Cipher Common Stock. Includes the $50,000,000 from Bitfury Top HoldCo as cash and/or forgiveness of outstanding indebtedness owed by Cipher to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo) pursuant to the Bitfury Subscription Agreement.

As a result of the transactions contemplated by the Merger Agreement, GWAC expects New Cipher to add between $399,365 million and $551,065 million in cash on hand on its balance sheet as discussed above.

New Cipher intends to use these funds to finance its planned operational buildout, see “Information about Cipher—Our Planned Cryptocurrency Operations—Operational Buildout Timeline” and for general corporate purpose. Specifically, New Cipher estimates that the main uses of funds will consist of: (i) capital expenditures on hardware (including ASIC chips, miners and physical infrastructure buildout) and (ii) operating expenditures, consisting primarily of energy costs and expenditures in connection with the servicing and operation of its planned data centers. New Cipher estimates that the capital expenditures are expected to be approximately $343 thousand per MW per month and operating expenditures are expected to be approximately $25 thousand per MW per month.

Matters Being Voted On

At the Special Meeting, GWAC’s stockholders will be asked to consider and vote on the following proposals:

 

  1.

a proposal to approve the Business Combination described in this proxy statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement/prospectus. Please see the section entitled “Proposal No. 1—The Business Combination Proposal”;

 

  2.

a proposal to approve and adopt the Proposed Certificate of Incorporation to replace the Current Certificate of Incorporation and to vote on separate proposals to approve, on a non-binding advisory basis, certain material differences between the Proposed Certificate of Incorporation and the Current Certificate of Incorporation. Please see the section entitled “Proposal No. 2—The Charter Proposal”;

 

  3.

a proposal to approve the Incentive Award Plan. Please see the section entitled “Proposal No. 3— The Incentive Plan Proposal”;

 

  4.

a proposal to elect the seven (7) individuals as directors to the New Cipher Board, effective immediately upon the Closing of the Business Combination, with each Class I director having a term that expires immediately following New Cipher’s annual meeting of stockholders in 2022, each Class II director having a term that expires immediately following New Cipher’s annual meeting of stockholders in 2023 and each Class III director having a term that expires immediately following New Cipher’s annual meeting of stockholders in 2024, or, in each case, until their respective successor is duly elected and qualified, or until their earlier resignation, removal or death. Please see the section entitled “Proposal No. 4—The Director Election Proposal”;

 

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  5.

a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of more than 20% of GWAC’s issued and outstanding shares of GWAC Common Stock in connection with the Business Combination, including, without limitation, the PIPE Financing and the Bitfury Private Placement. Please see the section entitled “Proposal No. 5—The Nasdaq Proposal”; and

 

  6.

a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Proposals. Please see the section entitled “Proposal No. 6—The Adjournment Proposal.”

Date, Time and Place of Special Meeting of GWAC’s Stockholders

The Special Meeting of stockholders will be held on                 , 2021, at     :     a.m., eastern time, in virtual format.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned shares of common stock at the close of business on                 , 2021, which is the record date for the Special Meeting, or the GWAC Record Date. Stockholders are entitled to one vote for each share of common stock that they owned as of the close of business on the GWAC Record Date. If the stockholders’ shares are held in “street name” or are in a margin or similar account, they should contact their broker, bank or other nominee to ensure that votes related to the shares they beneficially own are properly counted. On the GWAC Record Date, there were              shares of common stock outstanding, of which              are Public Shares and              are Founder Shares.

Quorum and Vote of GWAC’s shareholders

A quorum of GWAC’s shareholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the issued and outstanding common stock entitled to vote as of the GWAC Record Date is represented in person (which would include presence at a virtual meeting) or by proxy. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The common stock owned by the Named Sponsors, who currently own             % of the issued and outstanding shares of common stock, will count towards this quorum. As of the GWAC Record Date,              shares of common stock would be required to achieve a quorum.

The approval of each of the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal, if presented, will require the affirmative vote of the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to each of the Business Combination Proposal, the Incentive Plan Proposal or the Adjournment Proposal, if presented, will have no effect on the Business Combination Proposal, the Incentive Plan Proposal or the Adjournment Proposal. The Named Sponsors and its directors and officers have agreed to vote their shares of common stock in favor of each of the proposals presented at the Special Meeting.

The approval of the Charter Proposal will require the affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of common stock on the GWAC Record Date, voting together as a single class. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Proposal, will have the same effect as a vote “AGAINST” such proposal.

 

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The Business Combination is conditioned on the approval of the Business Combination Proposal, the Charter Proposal, and the Incentive Plan Proposal at the Special Meeting, subject to the terms of the Merger Agreement. The Business Combination is not conditioned on the Director Election Proposal or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote.

Redemption Rights

Holders of Public Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or abstain from voting on, the Business Combination Proposal. Any stockholder holding Public Shares may demand that GWAC redeem such shares for a pro rata portion of the trust account (which, for illustrative purposes, was $                 per share as of                 , 2021, the GWAC Record Date), calculated as of two business days prior to the anticipated consummation of the Business Combination. If a holder properly seeks redemption as described in this section and the Business Combination with Cipher is consummated, GWAC will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the Business Combination.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 10% of the Public Shares without the consent of GWAC.

Accordingly, all Public Shares in excess of 10% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash without the consent of GWAC.

Appraisal Rights

Neither stockholders, unitholders nor warrant holders of GWAC have appraisal rights in connection the Business Combination under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. GWAC has engaged              to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares during the meeting if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of GWAC’s Stockholders—Revoking Your Proxy.”

Interests of GWAC’s Directors and Executive Officers in the Business Combination

The Sponsor, GWAC’s executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on GWAC’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. GWAC’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, GWAC’s officers or directors or their affiliates and will determine the type and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on GWAC’s behalf.

In addition, in order to finance transaction costs in connection with an intended initial business combination, GWAC’s initial stockholders or an affiliate of GWAC’s initial stockholders or certain of GWAC’s officers and directors may, but are not obligated to, loan GWAC funds as may be required. If GWAC completes an initial business combination, GWAC would repay such loaned amounts. In the event that the initial business combination does not close, GWAC may use a portion of the working capital held outside the trust account to

 

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repay such loaned amounts but no proceeds from GWAC’s trust account would be used for such repayment. Up to $1,500,000 of such loans may be, at the option of the lender, convertible into units at a price of $10.00 per unit of the post business combination entity. The units would be identical to the private placement units, including as to exercise price, exercisability and exercise period of the underlying warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. GWAC does not expect to seek loans from parties other than GWAC’s initial stockholders or an affiliate of GWAC’s initial stockholders or certain officers and directors as GWAC does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in GWAC’s trust account.

Douglas C. Wurth is the Co-Chairman and Director of GWAC. He is also the Chairman of 500 N 4th Street LLC, doing business as Standard Power (“Standard Power”), and owns a controlling interest in Perpetual Power LLC which in turn owns a majority of the equity interest in Standard Power. Prior to GWAC’s consideration of the Business Combination, Standard Power was in negotiations with Bitfury Holding B.V. (“Bitfury Holding”) to provide full hosting and transmission infrastructure to accommodate Bitcoin mining in the United States. The relationship between Standard Power led to Mr. Wurth introducing the Bitfury Group and Cipher to GWAC.

On April 1, 2021 Standard Power and Cipher entered into a hosting agreement in connection with facilities controlled by Standard Power in the state of Ohio (“SP Facilities”). For further information on the Standard Power Hosting Agreement, see “Information about Cipher—Material Agreements”. Standard Power also entered into an agreement with one of Bitfury Top HoldCo’s affiliates pursuant to which Standard Power plans to purchase sufficient specialized containerized data centers to satisfy its obligations under the Standard Power Hosting Agreement.

I-Bankers serves as advisor to GWAC in connection with our business combination. I-Bankers’ responsibilities include assisting us in holding meetings with our stockholders to discuss the potential business combination and the target business’s attributes, introducing us to potential investors that are interested in purchasing our securities in connection with the potential business combination, assisting us in obtaining stockholder approval for the business combination, and assisting us with our press releases and public filings in connection with the business combination. We will pay I-Bankers a cash fee for such services immediately before or after the consummation of our initial business combination in an amount equal to, in the aggregate, $7,650,000 or 4.5% of the gross proceeds of the GWAC’s IPO, including the proceeds from the partial exercise of the over-allotment option. One of our directors, Paul Fratamico, is an associated person and a Managing Director of I-Bankers. Mr. Fratamico may have a conflict of interest insofar, I-Bankers, will receive a cash fee for its services upon the consummation on an initial business combination in the amount of $7,650,000.

Board of Directors following the Business Combination

The New Cipher Board will be divided into three classes, with each Class I director having a term that expires immediately following New Cipher’s annual meeting of stockholders in 2022, each Class II director having a term that expires immediately following New Cipher’s annual meeting of stockholders in 2023 and each Class III director having a term that expires immediately following New Cipher’s annual meeting of stockholders in 2024, or, in each case, until their respective successor is duly elected and qualified, or until their earlier resignation, removal or death.

Caitlin Long and Robert Dykes will serve as the Class I directors, Holly Morrow Evans, James Newsome and Wesley Williams will serve as Class II directors and Tyler Page and Cary Grossman will serve as Class III directors.

Please see the sections entitled “Proposal No. 4—The Director Election Proposal” and “Management of the New Cipher Following the Business Combination” for additional information.

 

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Recommendation to Stockholders

The GWAC Board believes that the Business Combination Proposal and the other Proposals to be presented at the Special Meeting are fair to, and in the best interest of, GWAC’s stockholders and unanimously recommends that its stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Director Election Proposal, “FOR” the Nasdaq Proposal, and “FOR” the Adjournment Proposal, if presented.

When you consider the GWAC Board’s recommendation of the Proposals, you should keep in mind that the Sponsor and GWAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of GWAC stockholders generally. Please see the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of GWAC’s Directors and Executive Officers in the Business Combination” for additional information. The GWAC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the GWAC stockholders that they vote “FOR” the proposals presented at the special meeting.

Conditions to Closing of Transactions

Conditions to Each Party’s Obligations

The respective obligations of each party to the Merger Agreement to consummate the transactions contemplated by the Business Combination are subject to the satisfaction or, if permitted by applicable law, waiver by the party whose benefit such condition exists of the following conditions:

 

   

the applicable waiting period under the HSR Act relating to the Business Combination having been expired or been terminated;

 

   

no order or law issued by any court of competent jurisdiction or other governmental entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by Business Combination being in effect;

 

   

the Offer (as such term is defined in the Merger Agreement) shall have been completed in accordance with the terms of the Merger Agreement and this proxy statement;

 

   

this registration statement/proxy statement becoming effective in accordance with the provisions of the Securities Act, no stop order being issued by the SEC and remaining in effect with respect to this registration statement/proxy statement, and no proceeding seeking such a stop order being threatened or initiated by the SEC and remaining pending;

 

   

the approval of each Condition Precedent Proposal by the affirmative vote of the holders of a majority of the outstanding shares of GWAC Common Stock;

 

   

the approval of the Merger Agreement and, to the extent required by law, the transactions contemplated by the Merger Agreement (including the Merger) being obtained by Bitfury Top HoldCo; and

 

   

no Material Adverse Effect (as defined below) shall have occurred that is subsisting and had not been remedied.

Other Conditions to the Obligations of GWAC

The obligations of GWAC to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or, if permitted by applicable law, waiver by GWAC of the following further conditions:

 

   

the representations and warranties of Cipher regarding organization and qualification of Cipher, and the representations and warranties of Cipher regarding the authority and approvals of Cipher to, among other things, execute and deliver the Merger Agreement, and each of the ancillary documents attached thereto to which it is or will be a party and to consummate the transactions contemplated thereby,

 

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absence of certain changes or events and brokers fees being true and correct in all material respects as of the Closing Date as if made at and as of such date (or, if given as of an earlier date, as of such earlier date);

 

   

the representations and warranties regarding the capitalization of Cipher being true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date;

 

   

the other representations and warranties of Cipher being true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth in the Merger Agreement) as of the Closing Date (or, if given as of an earlier date, as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not result in Material Adverse Effect;

 

   

Cipher having performed and complied in all material respects with the covenants and agreements required to be performed or complied with by it under the Merger Agreement prior to the Closing;

 

   

GWAC must have received a certificate signed by an officer of Cipher confirming that the conditions set forth in the first four bullet points in this section have been satisfied; and

 

   

GWAC must have received the executed counterparts to all of the Ancillary Agreements (as such term is defined in the Merger Agreement) to which Cipher, or Bitfury Top HoldCo, is party.

Other Conditions to the Obligations of Cipher

The obligations of Cipher to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or, if permitted by applicable law, waiver by Cipher of the following further conditions:

 

   

the representations and warranties of GWAC and Merger Sub regarding organization and qualification, the authority to execute and deliver the Merger Agreement, and each of the ancillary documents thereto to which it is or will be a party and to consummate the transactions contemplated thereby, absence of certain changes or events and brokers fees being true and correct, in all material respects as of the Closing Date, as though made on and as of the Closing Date (or, if given as of an earlier date, as of such earlier date);

 

   

the representations and warranties regarding the capitalization of GWAC and Merger Sub being true and correct in all respects, (except for de minimis inaccuracies) as of the Closing Date;

 

   

the other representations and warranties regarding GWAC and Merger Sub being true and correct (without giving effect to any limitation of “materiality” or “material adverse effect” or any similar limitation set forth in the Merger Agreement) as of the Closing Date, except where the failure of such representations and warranties to be true and correct, taken as a whole, does not result in a material adverse effect;

 

   

GWAC having performed and complied in all material respects with the covenants and agreements required to be performed or complied with by it under the Merger Agreement;

 

   

Cipher must have received a certificate signed by an officer of GWAC confirming that the conditions set forth in the first four bullet points of this section have been satisfied;

 

   

the New Cipher Common Stock to be issued in connection with the Business Combination shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders;

 

   

the aggregate cash proceeds from GWAC’s trust account, together with the proceeds from the PIPE Financing and the Bitfury Private Placement, equaling no less than $400.0 million (after deducting any amounts paid to GWAC’s shareholders that exercise their redemption rights in connection with the Business Combination and net of unpaid transaction expenses incurred or subject to reimbursement by GWAC) and GWAC shall have made arrangements for such amounts held in the trust account to be released from the trust account at the Effective Time;

 

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GWAC’s total outstanding Indebtedness (as such term is defined in the Merger Agreement) shall be less than twenty-five million dollars ($25,000,000);

 

   

Cipher must have received the executed counterparts to all of the Ancillary Agreements (as such term is defined in the Merger Agreement) to which GWAC or Sponsor is party; and

 

   

certain directors and executive officers of GWAC shall have been removed from their respective positions or tendered their irrevocable resignations, in each case effective as of the Effective Time.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, GWAC will be treated as the “acquired” company for accounting purposes, and the Business Combination will be treated as the equivalent of Cipher issuing stock for the net assets of GWAC, accompanied by a recapitalization. The net assets of GWAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Cipher.

Cipher has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

 

   

Cipher’s existing stockholders will have the greatest voting interest in the combined entity under the no and maximum redemption scenarios with over 75% of the voting interest in each scenario;

 

   

The largest individual minority stockholder of the combined entity is an existing stockholder of Cipher;

 

   

Cipher’s directors will represent the majority of the New Cipher Board; and

 

   

Cipher’s senior management will be the senior management of New Cipher.

The preponderance of evidence as described above is indicative that Cipher is the accounting acquirer in the Business Combination.

U.S. Federal Income Tax Considerations

For a discussion summarizing the U.S. federal income tax considerations of the exercise of redemption rights, please see “U.S. Federal Income Tax Considerations.”

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain transactions may not be consummated unless information has been furnished to the Antitrust Division and the FTC and certain waiting period requirements have been satisfied. The Cipher portion of the Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. GWAC and Cipher have filed the required forms under the HSR Act with the Antitrust Division and the FTC and requesting early termination. The statutory HSR waiting period for the HSR Act expired on April 19, 2021.

At any time before or after consummation of the Business Combination, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities the United States or any other applicable jurisdiction could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of Cipher’s assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. GWAC cannot assure you that the

 

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Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, GWAC cannot assure you as to its result.

None of GWAC or Cipher are aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Risk Factors

In evaluating the proposals to be presented at the special meeting, you should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”

These risk factors include, but are not limited to, the following:

 

   

Cipher is in an early stage of development. If Cipher were not able to develop its business as anticipated, it may not be able to generate revenues or achieve profitability.

 

   

Cipher lack of operating history makes evaluating its business and future prospects difficult and increases the risk of an investment in Cipher’s securities.

 

   

Cipher’s operating results may fluctuate due to the highly volatile nature of cryptocurrencies in general and, specifically, Bitcoin.

 

   

Bitcoin mining activities are energy intensive, which may restrict the geographic locations of miners and have a negative environmental impact. Government regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining operations, such as Cipher’s.

 

   

Cipher may be affected by price fluctuations in the wholesale and retail power markets.

 

   

Cipher will be vulnerable to severe weather conditions and natural disasters, including severe heat, earthquakes, fires, floods, hurricanes, as well as power outages and other industrial incidents, which could severely disrupt the normal operation of our business and adversely affect our results of operations.

 

   

Cipher may depend on third parties to provide us with certain critical equipment and may rely on components and raw materials that may be subject to price fluctuations or shortages, including ASIC chips that have been subject to an ongoing significant shortage. Cipher cannot order the equipment necessary for its initial buildout phase without the funds that it expects to obtain upon the Closing.

 

   

Cipher is exposed to risks related to disruptions or other failures in the supply chain for cryptocurrency hardware and difficulties in obtaining new hardware.

 

   

The properties in Cipher’s mining network may experience damages, including damages that are not covered by insurance.

 

   

The GWAC Board has not obtained a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination, and consequently, there is no assurance from an independent source that the merger consideration is fair to its stockholders from a financial point of view.

 

   

The Sponsor, Bitfury Top HoldCo and the PIPE Investors will beneficially own a significant equity interest in GWAC and may take actions that conflict with your interests.

 

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GWAC’S SUMMARY HISTORICAL FINANCIAL INFORMATION

GWAC is providing the following summary historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

GWAC’s summary statement of operations and cash flow data for the period from June 24, 2020 (inception) through December 31, 2020 and GWAC’s summary balance sheet data as of December 31, 2020 are derived from GWAC’s audited financial statements, contained in its annual report on Form 10-K/A for the year ended December 31, 2020, filed with the SEC and included elsewhere in this proxy statement/prospectus. As discussed in Note 2 to the accompanying GWAC’s audited financial statements, GWAC’s audited financial statements as of December 31, 2020 and for the period from June 24, 2020 (inception) through December 31, 2020, have been restated to correct misapplication in the guidance around accounting for certain of GWAC’s outstanding warrants to purchase common stock, which were issued in connection with the GWAC’s IPO and the sale of Private Placement Warrants.

GWAC’s summary statement of operations and cash flow data for the three months period ended March 31, 2021 and GWAC’s summary balance sheet data as of March 31, 2021 are derived from GWAC’s unaudited interim consolidated financial statements, contained in its quarterly report on Form 10-Q/A for the three months ended March 31, 2021, filed with the SEC and included elsewhere in this proxy statement/prospectus. As discussed in Note 3 to the accompanying GWAC’s unaudited interim consolidated financial statements, GWAC’s unaudited interim consolidated financial statements as of March 31, 2021 and for the three months period ended March 31, 2021, have been restated. In GWAC’s management’s opinion, the unaudited interim consolidated financial statements include all adjustments necessary to state fairly GWAC’s results of operations and cash flow data for the three months ended March 31, 2021 and its financial position as of March 31, 2021.

The information is only a summary and should be read in conjunction with GWAC’s consolidated financial statements and related notes and “GWAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this proxy statement/prospectus. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of GWAC.

Statement of operations data:

 

     For the three months
ended
March 31,  2021
(Unaudited)(1)
    For the period from
June 24, 2020
(inception) through
December 31, 2020(2)
 

Formation and operating costs(3)

     232,452     $ 153,657  

Business combination expenses

     709,842       —    
  

 

 

   

 

 

 

Loss from operations

     (942,294 )      (153,657 ) 
  

 

 

   

 

 

 

Other income (expense)

    

Change in fair value of warrant liabilities

     (110,872     19,284  

Interest income

     37,656       27,342  
  

 

 

   

 

 

 

Total other income (expense)

     (73,216     46,626  
  

 

 

   

 

 

 

Net loss

     (1,015,510   $ (107,031 ) 
  

 

 

   

 

 

 

Basic and diluted weighted-average redeemable common shares outstanding

     16,638,694       16,723,356  

Basic and diluted net income (loss) per redeemable common share

   $ 0.00     $ (0.00

Basic and diluted weighted-average non-redeemable common shares outstanding

     4,839,036       4,483,216  

Basic and diluted net loss per non-redeemable common share

   $ (0.21   $ (0.02

 

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(1)

As discussed in Note 3 to the accompanying GWAC’s unaudited interim consolidated financial statements, GWAC’s unaudited interim consolidated financial statements as of March 31, 2021 and for the three months period ended March 31, 2021, have been restated.

(2) 

As discussed in Note 2 to the accompanying GWAC’s audited financial statements, GWAC’s audited financial statements as of December 31, 2020 and for the period from June 24, 2020 (inception) through December 31, 2020, have been restated.

(3) 

Presented as “Operating expenses” in from GWAC’s unaudited interim consolidated financial statements as of and for the three months ended March 31, 2021, filed with the SEC and included elsewhere in this proxy statement/prospectus.

Balance sheet data:

 

     As of
March 31, 2021
(Unaudited)(1)
    As of
December 31, 2020(2)
 

Assets

    

Cash

   $ 613,606     $ 1,276,364  

Prepaid expense

     299,227       297,371  
  

 

 

   

 

 

 

Total current assets

     912,833       1,573,735  

Cash and securities held in Trust Account

     170,064,998       170,027,342  
  

 

 

   

 

 

 

Total Assets

   $ 170,977,831     $ 171,601,077  
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Accounts payable and accrued expenses

   $ 410,781     $ 129,388  
  

 

 

   

 

 

 

Total current liabilities

     410,781       129,388  

Warrant Liabilities

     233,942       123,070  

Total Liabilities

   $ 644,723     $ 252,458  
  

 

 

   

 

 

 

Commitments

    

Common stock subject to possible redemption, 17,000,000 shares as of March 31, 2021; 16,634,861 shares as of December 31, 2020, at redemption value

     170,000,000       166,348,609  

Stockholders’ Equity:

    

Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued and outstanding

     —         —    

Common stock, $0.001 par value; 100,000,000 shares authorized; 4,478,000 shares issued and outstanding as of March 31, 2021; 4,843,139 shares issued and outstanding as of December 31, 2020, excluding 17,000,000 and 16,634,861 shares subject to possible redemption, respectively

     4,478       4,843  

Additional paid-in capital

     1,451,170       5,102,198  

Accumulated deficit

     (1,122,540     (107,031
  

 

 

   

 

 

 

Total stockholders’ equity

     333,108       5,000,010  
  

 

 

   

 

 

 

Total Liabilities and Stockholders’ Equity

   $ 170,977,831     $ 171,601,077  
  

 

 

   

 

 

 

 

(1)

As discussed in Note 3 to the accompanying GWAC’s unaudited interim consolidated financial statements, GWAC’s unaudited interim consolidated financial statements as of March 31, 2021 and for the three months period ended March 31, 2021, have been restated.


 

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(2) 

As discussed in Note 2 to the accompanying GWAC’s audited financial statements, GWAC’s audited financial statements as of December 31, 2020 and for the period from June 24, 2020 (inception) through December 31, 2020, have been restated.

Cash flow data:

 

     For the three months
ended
March 31, 2021
(Unaudited)(1)
    For the period from
June 24, 2020
(inception) through
December 31, 2020(2)
 

Net cash used in operating activities

   $ (662,758   $ (321,640

Net cash used in investing activities

     —         (170,000,000

Net cash provided by financing activities

     —         171,598,004  

Cash, beginning of the period

   $ 1,276,364       —    

Cash, end of period

   $ 613,606     $ 1,276,364  

 

(1) 

As discussed in Note 3 to the accompanying GWAC’s unaudited interim consolidated financial statements, GWAC’s unaudited interim consolidated financial statements as of March 31, 2021 and for the three months period ended March 31, 2021, have been restated.

(2) 

As discussed in Note 2 to the accompanying GWAC’s audited financial statements, GWAC’s audited financial statements as of December 31, 2020 and for the period from June 24, 2020 (inception) through December 31, 2020, have been restated.

 

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CIPHER’S SUMMARY HISTORICAL FINANCIAL INFORMATION

Cipher’s summary historical statement of operations data for the period from January 7, 2021 (inception) to January 31, 2021 and Cipher’s summary historical balance sheet data as of January 31, 2021 are derived from Cipher’s audited financial statements included elsewhere in this proxy statement/prospectus. Cipher’s summary statement of operations for the three months period ended April 30, 2021 and Cipher’s summary balance sheet data as of April 30, 2021 are derived from Cipher’s unaudited interim financial statements as of and for the three months ended April 30, 2021, included elsewhere in this proxy statement/prospectus. Cipher’s historical results are not indicative of the results to be expected in the future, and its results of operations for the period from January 7, 2021 (inception) through January 31, 2021 and for the three months ended April 30, 2021 are not indicative of the results to be expected for the full year or any other period. The information is only a summary and should be read in conjunction with the section titled “Cipher’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Cipher’s financial statements, the accompanying notes, and other financial information included elsewhere in this proxy statement/prospectus.

Statement of operations data:

 

     For the three months
ended

April 30, 2021
(Unaudited)
    For the period from
January 7, 2021
(inception) to
– January 31, 2021
 

Costs and expenses:

    

General and administrative

   $ 267,154     $ 3,475  

Depreciation

     267       5  
  

 

 

   

 

 

 

Total costs and expenses

     267,421       3,480  
  

 

 

   

 

 

 

Operating loss

     (267,421     (3,480
  

 

 

   

 

 

 

Other expense:

    

Interest expense

     (145     —    
  

 

 

   

 

 

 

Total other expense

     (145 )          
  

 

 

   

 

 

 

Net loss

   $ (267,566 )    $ (3,480 ) 
  

 

 

   

 

 

 

Basic and diluted net loss per share

   $ (721.20   $ —    
  

 

 

   

 

 

 

Basic and diluted weighted average number of shares outstanding

     371       —    

 

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Balance sheet data:

 

     As of April 30,
2021

(Unaudited)
    As of January 31,
2021
 

Assets

    

Current assets

    

Cash

   $ 496,954     $ —    

Prepaid expenses

     18,909       —    

Total current assets

     515,863       —    

Property and equipment, net

     4,491       1,637  

Deferred offering costs

     2,061,296       171,450  

Deferred investment costs

     186,548       —    

Other assets

     41,250       —    

Total assets

   $ 2,809,448     $ 173,087  
  

 

 

   

 

 

 

Liabilities and Stockholder Deficit

    

Current liabilities

    

Accounts payable

   $ 42,563     $ 1,919  

Accounts payable, related party

     5,100       —    

Accrued expenses

     20,145       3,198  

Accrued legal costs

     2,112,681       171,450  

Related party loan

     900,000       —    
  

 

 

   

 

 

 

Total current liabilities

     3,080,489       176,567  
  

 

 

   

 

 

 

Total liabilities

     3,080,489       176,567  
  

 

 

   

 

 

 

Commitments and contingencies

    
    

Stockholder deficit

    

Common stock, $0.001 par value, 5,000 shares authorized, 500 shares issued and outstanding as of April 30, 2021 and 500 shares subscribed as of January 31, 2021

     1       1  

Subscription receivable

     —         (5

Additional paid-in capital

     4       4  

Accumulated deficit

     (271,046     (3,480

Total stockholder deficit

     (271,041 )      (3,480 ) 
  

 

 

   

 

 

 

Total liabilities and stockholder deficit

   $ 2,809,448     $ 173,087  
  

 

 

   

 

 

 

 

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the Business Combination (including, for the avoidance of doubt, the PIPE Financing and the Bitfury Private Placement) included elsewhere in this proxy statement/prospectus. The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, GWAC is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of Cipher issuing stock for the net assets of GWAC, accompanied by a recapitalization. The net assets of GWAC are stated at historical cost, with no goodwill or other intangible assets recorded. The summary unaudited pro forma condensed combined balance sheet as of March 31, 2021 gives pro forma effect to the Business Combination and the PIPE Financing as if they had occurred on March 31, 2021. The summary unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2021 and for the year ended December 31, 2020, gives pro forma effect to the Business Combination and the PIPE Financing as if they had occurred on June 24, 2020, which was the earliest date either entity was formed.

The summary pro forma data have been derived from, and should be read in conjunction with the more detailed unaudited pro forma condensed combined financial information (the “pro forma financial statements”) of GWAC appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the pro forma financial statements. The pro forma financial statements are based upon, and should be read in conjunction with, the historical consolidated financial statements and related notes of GWAC and Cipher for the applicable periods included in this proxy statement/prospectus.

The summary pro forma data have been presented for informational purposes only and are not necessarily indicative of what Cipher’s and GWAC’s financial position or results of operations actually would have been had the Business Combination and the PIPE Financing been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of New Cipher

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below:

 

   

Assuming No Redemptions Scenario: This scenario assumes that no GWAC Common Stock is redeemed; and

 

   

Assuming Maximum Redemptions Scenario: This scenario assumes that 15.1 million of GWAC’s Common Stock are redeemed (and 1.9 million shares of GWAC Common Stock are not redeemed) at an assumed redemption price of approximately $10.00 per share based on the funds held in the Trust Account as of March 31, 2021 for an aggregate payment of $150.8 million. GWAC will only proceed with the Merger if the Available Closing GWAC Cash shall equal or exceed $400.0 million upon consummation of the Merger and a majority of the shares voted are voted in favor of the Merger. Based on the amount of $170.0 million in the trust account as of March 31, 2021, and taking into account the PIPE Financing ($375.0 million) and the Bitfury Private Placement ($50.0 million), if 15.1 million shares of GWAC’s public shares are redeemed, GWAC will still have sufficient cash to satisfy the Available Closing GWAC Cash requirement of $400.0 million provided for in the Merger Agreement.


 

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Summary Unaudited Pro Forma Financial Information

 

     Assuming No
Redemption
    Assuming Maximum
Redemption
 

Selected Unaudited Pro Forma Condensed Combined Statement of Financial Position as of March 31, 2021

    

Total current assets

   $ 551,593,694     $ 400,815,094  

Total assets

   $ 551,825,983     $ 401,047,383  

Total current liabilities

   $ 2,591,270     $ 2,591,270  

Total liabilities

   $ 2,825,212     $ 2,825,212  

Total stockholders’ equity

   $ 549,000,771     $ 398,222,171  

Selected Unaudited Pro Forma Condensed Combined Statement of Operations – Three Months Ended March 31, 2021

    

Total revenue

   $ —       $ —    

Total expenses

   $ 1,209,715     $ 1,209,715  

Operating loss

   $ (1,209,715   $ (1,209,715

Net loss

   $ (1,320,732   $ (1,320,732

Loss per share

   $ (0.01   $ (0.01

Weighted average shares outstanding – basic and diluted

     263,978,000       248,900,140  

Selected Unaudited Pro Forma Condensed Combined Statement of Operations – Year Ended December 31, 2020

    

Total revenue

   $ —       $ —    

Total expenses

   $ 157,137     $ 157,137  

Operating loss

   $ (157,137   $ (157,137

Net loss

   $ (137,853   $ (137,853

Loss per share

   $ (0.00   $ (0.00

Weighted average shares outstanding – basic and diluted

     263,978,000       248,900,140  

 

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COMPARATIVE PER SHARE DATA

The following table sets forth selected historical comparative share information for GWAC and Cipher and unaudited pro forma condensed combined per share information of the combined company after giving effect to the Business Combination and related transactions, assuming two redemption scenarios as follows:

Assuming No Redemption - this scenario assumes that no shares of GWAC Common Stock are redeemed; and

Assuming Maximum Redemption – this scenario assumes that 15,077,860 shares of GWAC Common Stock are redeemed (and 1,922,140 shares of GWAC Common Stock are not redeemed) for an aggregate payment of approximately $150.8 million (based on the estimated per share redemption price of approximately $10.00 per share) from the Trust Account. This scenario assumes the maximum amount of redemptions that would still satisfy the Available Closing GWAC Cash requirement of $400.0 million provided for in the Merger Agreement.

The pro forma book value information reflects the Business Combination and related transactions as if they had occurred on March 31, 2021. The weighted average shares outstanding and net loss per share information give pro forma effect to the Business Combination and related transactions as if they had occurred on June 24, 2020.

This information is only a summary and should be read together with the selected historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of GWAC and Cipher and related notes that are included elsewhere in this proxy statement/ prospectus. The unaudited pro forma combined per share information of GWAC and Cipher is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/ prospectus.

The unaudited pro forma combined earnings (loss) per share information below does not purport to represent the earnings (loss) per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of GWAC and Cipher would have been had the companies been combined during the periods presented:

 

                Combined Pro Forma     Cipher Equivalent Per
Share
 
    Cipher
(Historical)
    GWAC
(Historical)
    Assuming No
Redemption
    Assuming
Maximum
Redemption
    Assuming
No
Redemption
    Assuming
Maximum
Redemption
 

As of March 31, 2021

           

March 31, 2021 book value per share(1)

    N/A     $ 0.07     $ 2.08     $ 1.60     $ —       $ —    

Three Months Ended March 31, 2021

           

Cash dividends per share

  $ —       $ —       $ —       $ —       $ —       $ —    

Net loss per share, basic and diluted, common stock

    N/A       N/A     $ (0.01   $ (0.01   $ (0.00   $ (0.00

Income (loss) per share, basic and diluted, redeemable shares

  $ —       $ 0.00     $ —       $ —       $ —       $ —    

Loss per share, basic and diluted, non-redeemable shares

  $ —       $ (0.21   $ —       $ —       $ —       $ —    

Weighted average common stock shares outstanding, basic and diluted

    371       —         263,978,000       248,900,140       —         —    

Weighted average redeemable shares outstanding, basic and diluted

    —         16,638,694       —         —         —         —    

Weighted average non-redeemable shares outstanding, basic and diluted

    —         4,839,036       —         —         —         —    

Year Ended December 31, 2020

           

Cash dividends per share

  $ —       $ —       $ —       $ —       $ —       $ —    

Net loss per share, basic and diluted, common stock

    N/A       N/A     $ (0.00   $ (0.00   $ (0.00   $ (0.00

Income (loss) per share, basic and diluted, redeemable shares

  $ —       $ (0.00   $ —       $ —       $ —       $ —    

 

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                Combined Pro Forma     Cipher Equivalent Per
Share
 
    Cipher
(Historical)
    GWAC
(Historical)
    Assuming No
Redemption
    Assuming
Maximum
Redemption
    Assuming
No
Redemption
    Assuming
Maximum
Redemption
 

Loss per share, basic and diluted, non-redeemable shares

  $ —       $ (0.02   $ —       $ —       $ —       $ —    

Weighted average common stock shares outstanding, basic and diluted

    —         —         263,978,000       248,900,140       —         —    

Weighted average redeemable shares outstanding, basic and diluted

    —         16,723,356       —         —         —         —    

Weighted average non-redeemable shares outstanding, basic and diluted

    —         4,483,216       —         —         —         —    

 

(1) 

Book value per share is calculated using the formula: Total stockholder’s equity divided by shares outstanding.

 

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RISK FACTORS

GWAC’s shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this proxy statement/prospectus.

Unless the context otherwise requires, all references in this subsection to the “Company,” “Cipher,” “we,” “us” or “our” refer to the business of Cipher prior to the consummation of the Business Combination, which will be the business of New Cipher following the consummation of the Business Combination.

Risks Related to Cipher’s Limited Operating History and Early Stage of Growth

We are in an early stage of development. If we are not able to develop our business as anticipated, we may not be able to generate revenues or achieve profitability and you may lose your investment.

Having been incorporated only in January 7, 2021, we have no operating history and have not earned any revenues to date. Our primary business activities will be focused on the development and operation of our cryptocurrency mining business, specializing in Bitcoin. Although we believe that our business model has significant profit potential, we may not attain profitable operations and our management may not succeed in realizing our business objectives. If we are not able to develop our business as anticipated, we may not be able to generate revenues or achieve profitability and you may lose your investment.

Our lack of operating history makes evaluating our business and future prospects difficult and increases the risk of an investment in our securities.

We are a recently formed entity, which currently has no operations and therefore has no meaningful operating history upon which an investor may evaluate our business, prospects, financial condition and operating results. It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. Furthermore, we plan to focus our business on cryptocurrency, and specifically Bitcoin, mining, a new and developing field, which could further exacerbate the risks involved in our business, see “—Risks Related to CryptocurrencyAcceptance and widespread use of cryptocurrency, in general, and Bitcoin, specifically, is uncertain.” In the event that actual results differ from our estimates or we adjust our estimates in future periods, our business, prospects, financial condition and operating results could be adversely affected.

The projected financial information appearing elsewhere in this proxy statement/prospectus has been prepared with assistance from our management and reflects current estimates of future performance. The projected results depend on the successful implementation of our management’s growth strategies and are based on assumptions and events over which we have only partial or no control. The assumptions underlying such projected information require the exercise of judgment and may not occur, and the projections are subject to uncertainty due to the effects of economic, regulatory, legislative, business, competitive, political and other changes.

Furthermore, we are separate from Bitfury Top HoldCo and the Bitfury Group and the past performance of any entities of the Bitfury Group, or the Bitfury Group as a whole, is not comparable to our planned operations and future performance in the United States.

There is substantial doubt about our ability to continue as a going concern.

The report of our independent registered public accounting firm on our financial statements for the period from January 7, 2021 (inception) through January 31, 2021 included an explanatory paragraph expressing management’s assessment and conclusion that there is substantial doubt about our ability to continue as a going concern, citing our lack of cash and a working capital deficiency among other factors. For further information,

 

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see “Cipher’s Management’s Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources”. Our ability to continue as a going concern will be determined by our ability to complete the Business Combination and generate sufficient cash flow to build and sustain our operations and/or raise additional capital in the form of debt or equity financing. We believe that the inclusion of a going concern explanatory paragraph in the report of our registered public accounting firm will make it more difficult for us to secure additional financing or enter into strategic relationships on terms acceptable to us, if at all, and likely will materially and adversely affect the terms of any financing that we might obtain. Our consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Our business and the markets in which we plan to operate are new and rapidly evolving, which makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.

We have not earned any revenues to date and expect to incur losses until we are able to commence our operations. These losses could increase as we continue to work to develop our business. We plan to focus on cryptocurrency mining business, specializing in Bitcoin. Specifically, we plan to begin our initial buildout phase with a set-up of cryptocurrency mining facilities in four sites in the United States (three in Texas and one in Ohio), see “Information about Cipher—Our Planned Cryptocurrency Operations—Operational Buildout Timeline”. Our business and the markets in which we plan to operate are new and rapidly evolving, which makes it difficult to evaluate and assess our future prospects and the risks and challenges that we may encounter. These risks and challenges include, among others, our ability to:

 

   

implement our business model in a timely manner, in particular our ability to set up our planned cryptocurrency mining facilities in Texas and Ohio;

 

   

establish and maintain our commercial and supply partnerships, including our power and hosting arrangements;

 

   

react to challenges from existing and new competitors;

 

   

comply with existing and new laws and regulations applicable to our business and in our industry; and

 

   

anticipate and respond to macroeconomic changes, and industry benchmarks and changes in the markets in which we plan to operate.

Our strategy may not be successful, and we may never become profitable. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. If the risks and uncertainties that we plan for when establishing and operating our business are incorrect or change, or if we fail to manage these risks successfully, our results of operations could differ materially from our expectations and our business, prospects, financial condition and operating results could be adversely affected.    

In the future, we may need to raise additional capital, which may not be available on terms acceptable to us, or at all.

We believe that the cash that we expect to obtain from the Business Combination, together with cash we expect to generate from future operations, will be sufficient to meet our working capital and capital expenditure requirements in the near future. However, from time to time, we may require additional capital to respond to technological advancements, competitive dynamics or technologies, customer demands, business opportunities, challenges, acquisitions or unforeseen circumstances. Accordingly, we may determine to engage in equity or debt financings or enter into credit facilities for the above-mentioned or other reasons.

We may not be able to timely secure additional debt or equity financing on favorable terms, or at all. If we raise additional funds through equity financing, our existing stockholders could experience significant dilution.

 

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Furthermore, any debt financing obtained by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited.

Risks Related to Cipher’s Business, Industry and Operations following the Business Combination

Risks Related to Cipher’s Business

Our operating results may fluctuate due to the highly volatile nature of cryptocurrencies in general and, specifically, Bitcoin.

All of our sources of revenue will be dependent on cryptocurrencies and, specifically, Bitcoin and the broader blockchain and Bitcoin mining ecosystem. Due to the highly volatile nature of the cryptocurrency markets and the prices of cryptocurrency assets, our operating results may fluctuate significantly from quarter to quarter in accordance with market sentiments and movements in the broader cryptocurrency ecosystem. Our operating results may fluctuate as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including:

 

   

macroeconomic conditions;

 

   

changes in the legislative or regulatory environment, or actions by governments or regulators, including fines, orders, or consent decrees;

 

   

adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceeding and enforcement-related costs;

 

   

increases in operating expenses that we expect to incur to grow and expand our operations and to remain competitive;

 

   

system errors, failures, outages and computer viruses, which could disrupt our ability to continue mining;

 

   

power outages and certain other events beyond our control, including natural disasters and telecommunication failures;

 

   

breaches of security or privacy;

 

   

our ability to attract and retain talent; and

 

   

our ability to compete with our existing and new competitors.

As a result of these factors, it may be difficult for us to forecast growth trends accurately and our business and future prospects are difficult to evaluate, particularly in the short term. In view of the rapidly evolving nature of our business and the Bitcoin mining ecosystem, period-to-period comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication of future performance. Quarterly and annual expenses reflected in our financial statements may be significantly different from historical or projected rates, and our operating results in one or more future quarters may fall below the expectations of securities analysts and investors.

If we are unable to successfully maintain our power and hosting arrangements or secure the sites for our data centers, on acceptable terms or at all or if we must otherwise relocate to replacement sites, our operations may be disrupted, and our business results may suffer.

As part of our initial buildout phase, we plan to set up cryptocurrency mining facilities (or sites) in at least four cities in the United States, with three in Texas and one in Ohio. Subject to completion of the Business

 

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Combination, we plan to begin deployment of capacity in one city in Ohio and one of the cities in Texas in the fourth quarter of 2021. We could set up multiple cryptocurrency mining sites per city. For further details on our planned initial buildout phase, see “Information about Cipher—Our Planned Cryptocurrency Operations—Operational Buildout Timeline”. In connection with the Business Combination, we entered into definitive power and hosting arrangements with Standard Power, WindHQ and Luminant, which intend to cover sites for our data centers in at least four planned cities referenced above. For further details, see “Information about Cipher—Material Agreements—Power Arrangements and Hosting Arrangements”. Furthermore, although these definitive agreements include provisions allowing us to secure the sites for our data centers, actually securing these sites on terms acceptable to our management team may not occur within our timing expectations or at all. Securing the sites for our data centers may also be subject to various governmental approvals and require entry into ancillary agreements. Our inability to secure the sites for our data centers could adversely impact the anticipated timing of our initial buildout phase and therefore the time by which we are able to commence our operations.

If we are forced to locate alternative sites, we may not be successful in identifying adequate replacement sites to house our miners. Even if we identify such sites, we may not be successful in leasing the necessary facilities at rates that are economically viable to support our mining activities.

Even if we successfully secure the sites for our data centers, in the future, we may not be able to renew those on acceptable terms, in which case we would need to relocate our established mining operations. Relocating any mining operation may force us to incur the costs to transition to a new facility including, but not limited to, transportation expenses and insurance, downtime while we are unable to mine, legal fees to negotiate the new lease, de-installation at our current facility and, ultimately, installation at any new facility we identify. These costs may be substantial, and we cannot guarantee that we will be successful in transitioning our miners to a new facility. Such circumstances could have a material adverse effect on our business, prospects, financial condition, and operating results.

We may depend on third parties to provide us with certain critical equipment and may rely on components and raw materials that may be subject to price fluctuations or shortages, including ASIC chips that have been subject to an ongoing significant shortage. Equipment orders for our initial buildout phase would typically require payments in advance, and we would expect to receive the funds for those upon Closing.

In order to build and sustain our operations we will depend on third parties to provide us with ASIC chips and other critical components for our mining equipment, which may be subject to price fluctuations or shortages. For example, the ASIC chip is the key component of a mining machine as it determines the efficiency of the device. The production of ASIC chips typically requires highly sophisticated silicon wafers, which currently only a small number of fabrication facilities, or wafer foundries, in the world are capable of producing. We believe that the current microchip shortage that the entire industry is experiencing leads to price fluctuations and disruption in the supply of key miner components. Specifically, the ASIC chips have recently been subject to a significant price increases and shortages.

We plan to fund our initial buildout phase with cash that we expect to obtain in connection with the Business Combination. For further details, see “Summary of the Proxy Statement/Prospectus—The Business Combination Proposal—Sources and Uses of Funds for the Business Combination.” We have no operating history and have not earned any revenues to date. We cannot order ASIC chips or other equipment or services without advance payments as ASIC chip manufacturers and suppliers typically do not guarantee reserve foundry capacity or supplies without substantial order deposits. We would generally expect to fund our purchases of ASIC chips and other equipment and services with the funds received upon Closing or potentially utilize our existing loan facility for some of the initial orders. There is a significant risk that we may not be able to timely place our purchase orders to ensure sufficient supply of the required equipment at prices acceptable to us or at all. Thus, we cannot guarantee that we will be able to initiate or progress our initial buildout phase as planned. Furthermore, any delays in connection with the Closing would further exacerbate that risk.

 

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Our ability to source ASIC chips and other critical components in a timely matter and at an acceptable price and quality level is critical to our operational buildout timeline and the development under our current business model. See “Information about Cipher—Bitcoin Mining Technology—ASIC chips”. We will be exposed to the risk of disruptions or other failures in the overall global supply chain for cryptocurrency hardware. This is particularly relevant to the ASIC chip production since there is only a small number of fabrication facilities capable of such production, which increases our risk exposure to manufacturing disruptions or other supply chain failures. For further details see “— We are exposed to risks related to disruptions or other failures in the supply chain for cryptocurrency hardware and difficulties in obtaining new hardware.

There is also a risk that a manufacturer or seller of ASIC chips or other necessary mining equipment may adjust the prices according to Bitcoin, other cryptocurrency prices or otherwise, so the cost of new machines could become unpredictable and extremely high. As a result, at times, we may be forced to obtain miners and other hardware at premium prices, to the extent they are even available. Such events could have a material adverse effect on our business, prospects, financial condition, and operating results.

Bitcoin mining activities are energy-intensive, which may restrict the geographic locations of miners and have a negative environmental impact. Government regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining operations, such as ours, or even fully or partially ban mining operations.

Mining Bitcoin requires massive amounts of electrical power, and electricity costs are expected to account for a significant portion of our overall costs. The availability and cost of electricity will restrict the geographic locations of our mining activities. Any shortage of electricity supply or increase in electricity costs in any location where we plan to operate may negatively impact the viability and the expected economic return for Bitcoin mining activities in that location.

Further, our business model can only be successful and our mining operations can only be profitable if the costs, including electrical power costs, associated with Bitcoin mining are lower than the price of Bitcoin itself. As a result, any mining operation we establish can only be successful if we can obtain sufficient electrical power for that site on a cost-effective basis, and our establishment of new mining data centers requires us to find sites where that is the case. Even if our electrical power costs do not increase, significant fluctuations in, and any prolonged periods of, low Bitcoin prices may also cause our electrical supply to no longer be cost-effective.

In connection with the Business Combination, we entered into separate definitive power and hosting arrangements with each of Standard Power, WindHQ and Luminant, which intend to cover sites for our data centers in at least four planned cities where we expect to begin our initial buildout phase. For further details, see “Information about Cipher—Material Agreements—Power Arrangements and Hosting Arrangements”. If our counterparties fail to perform their obligations under these agreements, we may be forced to look for alternative power providers. There is no assurance that we will be able to find such alternative suppliers on acceptable terms in a timely manner or at all. See also “—We are exposed to risk of nonperformance by counterparties, including our counterparties under the power and hosting arrangements.”

Furthermore, there may be significant competition for suitable cryptocurrency mining sites, and government regulators, including local permitting officials, may potentially restrict our ability to set up cryptocurrency mining operations in certain locations. They can also restrict the ability of electricity suppliers to provide electricity to mining operations in times of electricity shortage, or may otherwise potentially restrict or prohibit the provision of electricity to mining operations. For example, in 2018, the board of commissioners of Chelan County Public Utility District in Washington voted to stop reviewing applications for mining facilities following a review of the impact of existing operations. While we are not aware of the existence of any such restrictions in our planned mining locations in Texas and Ohio, new ordinances and other regulations at the federal, state and local levels can be introduced at any time. Specifically, those can be triggered by certain adverse weather conditions or natural disasters, see “—We will be vulnerable to severe weather conditions and natural disasters,

 

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including severe heat, earthquakes, fires, floods, hurricanes, as well as power outages and other industrial incidents, which could severely disrupt the normal operation of our business and adversely affect our results of operations.”

Furthermore, if cryptocurrency mining becomes more widespread, government scrutiny related to restrictions on cryptocurrency mining facilities and their energy consumption may significantly increase. The considerable consumption of electricity by mining operators may also have a negative environmental impact, including contribution to climate change, which could set the public opinion against allowing the use of electricity for Bitcoin mining activities or create a negative consumer sentiment and perception of Bitcoin, specifically, or cryptocurrencies, generally. This, in turn, could lead to governmental measures restricting or prohibiting cryptocurrency mining or the use of electricity for Bitcoin mining activities. Any such development in the jurisdictions where we plan to operate could increase our compliance burdens and have a material adverse effect on our business, prospects, financial condition, and operating results. Government regulators in other countries may also ban or substantially limit their local cryptocurrency mining activities, which could have a material effect on our supply chains for mining equipment or services and the price of Bitcoin. It could also increase our domestic competition as some of those cryptocurrency miners or new entrants in this market may consider moving their cryptocurrency mining operations or establishing new operations in the United States. For further details on our competition, see “—We will operate in a highly competitive industry and we compete against unregulated or less regulated companies and companies with greater financial and other resources, and our business, operating results, and financial condition may be adversely affected if we are unable to respond to our competitors effectively.”

Additionally, our mining operations could be materially adversely affected by power outages and similar disruptions. Given the power requirements for our mining equipment, it would not be feasible to run this equipment on back-up power generators in the event of a government restriction on electricity or a power outage. If we are unable to receive adequate power supply and are forced to reduce our operations due to the availability or cost of electrical power, it would have a material adverse effect on our business, prospects, financial condition, and operating results.

We may be affected by price fluctuations in the wholesale and retail power markets.

While the majority our power and hosting arrangements contain fixed power prices, some also contain certain price adjustment mechanisms in case of certain events. Furthermore, a portion of our power and hosting arrangements includes merchant power prices, or power prices reflecting market movements.

Market prices for power, generation capacity and ancillary services, are unpredictable. Depending upon the effectiveness of any price risk management activity undertaken by us, an increase in market prices for power, generation capacity, and ancillary services may adversely affect our business, prospects, financial condition, and operating results. Long- and short-term power prices may fluctuate substantially due to a variety of factors outside of our control, including, but not limited to:

 

   

increases and decreases in generation capacity;

 

   

changes in power transmission or fuel transportation capacity constraints or inefficiencies;

 

   

volatile weather conditions, particularly unusually hot or mild summers or unusually cold or warm winters;

 

   

technological shifts resulting in changes in the demand for power or in patterns of power usage, including the potential development of demand-side management tools, expansion and technological advancements in power storage capability and the development of new fuels or new technologies for the production or storage of power;

 

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federal and state power, market and environmental regulation and legislation; and

 

   

changes in capacity prices and capacity markets.

If we are unable to secure power supply at prices or on terms acceptable to us, it would have a material adverse effect on our business, prospects, financial condition, and operating results.

We will be vulnerable to severe weather conditions and natural disasters, including severe heat, earthquakes, fires, floods, hurricanes, as well as power outages and other industrial incidents, which could severely disrupt the normal operation of our business and adversely affect our results of operations.

Our business will be subject to the risks of severe weather conditions and natural disasters, including severe heat, earthquakes, fires, floods, hurricanes, as well as power outages and other industrial incidents, any of which could result in system failures, power supply disruptions and other interruptions that could harm our business. As a substantial portion of our business and operations will be located in Texas and Ohio, we will be particularly vulnerable to disruptions affecting those states.

For example, in February 2021, Texas was hit with a major winter storm, which triggered power outages across the state for several days and left millions of homes, offices and factories without power. Although the power outages did not have a material impact on our power suppliers, future power outages may disrupt our business operations and adversely affect our results of operations. Furthermore, the grid damages that occurred in Texas could potentially lead to delays and increased prices in our procurement of certain equipment essential to our operations, such as switchgears, cables and transformers. This could adversely impact the anticipated timing of our initial buildout phase and therefore the time by which we are able to commence our operations.

While we anticipate that the majority of our power and hosting arrangements will contain fixed power prices, some portion of our power arrangements is expected to have merchant power prices, or power prices reflecting the market movements. In an event of a major power outage, such as the abovementioned power outage in Texas, the merchant power prices could be too high to make Bitcoin mining profitable. Furthermore, even the fixed-price power arrangements would still depend upon prevailing market prices to some degree. To extent the power prices increase significantly as result of severe weather conditions, natural disasters or any other causes, resulting in contract prices for power being significantly lower than current market prices, the counterparties under our power and hosting arrangements may refuse to supply power to us during that period of fluctuating prices, see “—We are exposed to risk of nonperformance by counterparties, including our counterparties under our power and hosting arrangements.”

From time to time, we may consider protecting against power price movements by adopting a more risk averse power procurement strategy and hedging our power purchase prices, which would translate into additional hedging costs for us.

Furthermore, events such as the aforementioned outage in Texas may lead federal, state or regional government officials to introduce new legislation and requirements on power providers that may result in, among other things, restrictions on cryptocurrency mining operations in general.

We do not plan to carry business interruption insurance sufficient to compensate us for the losses that may result from interruptions in our operations as a result of system failures. A system outage or data loss, caused by it, could have a material adverse effect on our business, prospects, financial condition, and operating results.

We are exposed to risk of nonperformance by counterparties, including our counterparties under our power and hosting arrangements.

We are exposed to risk of nonperformance by counterparties, whether contractual or otherwise. Risk of nonperformance includes inability or refusal of a counterparty to perform because of a counterparty’s financial

 

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condition and liquidity or for any other reason. For example, our counterparties under our power and hosting arrangements may be unable to deliver the required amount of power for a variety of technical or economic reasons. For further details, see “Information about Cipher—Material Agreements—Power Arrangements and Hosting Arrangements”. Furthermore, there is a risk that during a period of power price fluctuations or prolonged or sharp power price increases on the market, our counterparties may find it economically preferable to refuse to supply power to us, despite the contractual arrangements. Any significant nonperformance by counterparties, could have a material adverse effect on our business, prospects, financial condition, and operating results.

We are exposed to risks related to disruptions or other failures in the supply chain for cryptocurrency hardware and difficulties in obtaining new hardware.

Manufacture, assembly and delivery of certain components and products for mining operations could be complex and long processes, in the course of which various problems could arise, including disruptions or delays in the supply chain, product quality control issues, as well other external factors, over which we have no control.

Our mining operations can only be successful and ultimately profitable if the costs associated with Bitcoin mining, including hardware costs, are lower than the price of Bitcoin itself. In the course of the normal operation of our cryptocurrency mining facilities, our miners and other critical equipment and materials related to datacenter construction and maintenance, such as containers, switch gears, transformers and cables, will experience ordinary wear and tear and may also face more significant malfunctions caused by a number of extraneous factors beyond our control. Declines in the condition of our miners and other hardware will require us, over time, to repair or replace those miners. Additionally, as the technology evolves, we may be required to acquire newer models of miners to remain competitive in the market. Any upgrading process may require substantial capital investment, and we may face challenges in doing so on a timely and cost-effective basis.

Our business will be subject to limitations inherent within the supply chain of certain of our components, including competitive, governmental, and legal limitations, and other events. For example, we expect that we will significantly rely on foreign imports to obtain certain equipment and materials. We anticipate that the cryptocurrency miners for our operations will be imported from China and other parts of equipment and materials, including ASIC chips, will be manufactured in and imported from South Korea or Taiwan. Any global trade disruption, introductions of tariffs, trade barriers and bilateral trade frictions, together with any potential downturns in the global economy resulting therefrom, could adversely affect our necessary supply chains. Our third-party manufacturers, suppliers and subcontractors may also experience disruptions by worker absenteeism, quarantines, restrictions on employees’ ability to work, office and factory closures, disruptions to ports and other shipping infrastructure, border closures, or other travel or health-related restrictions, such as those that were triggered by the COVID-19 pandemic, for example. Depending on the magnitude of such effects on our supply chain, shipments of parts for our miners, or any new miners that we order, may be delayed.

Furthermore, the global supply chain for cryptocurrency miners is presently heavily dependent on China, which has been severely affected by the China as a main supplier of cryptocurrency miners has been called into question in the wake of the COVID-19 pandemic. China has also in the past limited the shipment of products in and out of its borders, which could negatively impact our ability to receive mining equipment from our China-based suppliers. Should similar outbreaks or other disruptions to the China-based global supply chain for cryptocurrency hardware occur, such as, for example, as result of worsening of the U.S. trade relations with China, including imposition of new tariffs, trade barriers and bilateral trade frictions, we may not be able to obtain adequate equipment from the manufacturer on a timely basis. Such events could have a material adverse effect on our business, prospects, financial condition, and operating results.

 

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The properties in our mining network may experience damages, including damages that are not covered by insurance.

Our planned mining operations in Ohio and Texas, and any other future cryptocurrency mining sites we establish, will be subject to a variety of risks relating to physical condition and operation, including:

 

   

the presence of construction or repair defects or other structural or building damage;

 

   

any noncompliance with, or liabilities under, applicable environmental, health or safety regulations or requirements or building permit requirements;

 

   

any damage resulting from extreme weather conditions or natural disasters, such as hurricanes, earthquakes, fires, floods and snow or windstorms; and

 

   

claims by employees and others for injuries sustained at our properties.

For example, our cryptocurrency mining facilities could be rendered inoperable, temporarily or permanently, as a result of, among others, a fire or other natural disasters. The security and other measures we anticipate to take to protect against these risks may not be sufficient.

Additionally, our mines could be materially adversely affected by a power outage or loss of access to the electrical grid or loss by the grid of cost-effective sources of electrical power generating capacity. For further details on our reliance on the power generating capacity, see “Bitcoin mining activities are energy intensive, which may restrict the geographic locations of miners and have a negative environmental impact. Government regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining operations, such as ours.” Our insurance is anticipated to cover the replacement costs of any lost or damaged miners, but will not cover any interruption of our mining activities. Our insurance therefore may not be adequate to cover the losses we suffer as a result of any of these events. In the event of an uninsured loss, including a loss in excess of insured limits, at any of the mines in our network, such mines may not be adequately repaired in a timely manner or at all and we may lose some or all of the future revenues anticipated to be derived from such mines.

We are recently formed and our success and future growth will, to a significant degree, depend on the skills and services of our management. Our loss of any of our management team, our inability to execute an effective succession plan, or our inability to attract and retain qualified personnel, could adversely affect our business.

We have no operating history, and our success and future growth will to a significant degree depend on the skills and services of our management, including our Chief Executive Officer, Chief Financial Officer, Chief Legal Officer and Chief Operating Officer. We will need to continue to grow our management in order to alleviate pressure on our existing team and in order to set up and develop our business. If our management, including any new hires that we may make, fails to work together effectively and to execute our plans and strategies on a timely basis, our business could be significantly harmed. Furthermore, if we fail to execute an effective contingency or succession plan with the loss of any member of management, the loss of such management personnel may significantly disrupt our business.

Furthermore, the loss of key members of our management could inhibit our growth prospects. Our future success depends, in large part, on our ability to attract, retain and motivate key management and operating personnel. As we continue to develop and expand our operations, we may require personnel with different skills and experiences, who have a sound understanding of our business and the cryptocurrency industry, for example, specialists in power contract negotiations and management, as well as data center specialists. As cryptocurrency, and specifically Bitcoin, mining, is a new and developing field, the market for highly qualified personnel in this industry is particularly competitive and we may be unable to attract such personnel. If we are unable to attract such personnel, it could have a material adverse effect on our business, prospects, financial condition, and operating results.

 

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We have an evolving business model.

As digital assets and blockchain technologies become more widely available, we expect the services and products associated with them to evolve, including as part of evolution in their regulatory treatment on the international and the U.S. federal, state and local levels. For more detail about the potential regulatory risks, see “Risk Factors—There is no one unifying principle governing the regulatory status of cryptocurrency nor whether cryptocurrency is a security in each context in which it is viewed. Regulatory changes or actions in one or more countries may alter the nature of an investment in us or restrict the use of digital assets, such as cryptocurrencies, in a manner that adversely affects our business, prospects or operations”. As a result, our business model may need to evolve in order for us to stay current with the industry and to fully comply with the federal, as well as the applicable, state securities laws.

Furthermore, from time to time we may modify aspects of our business model or engage in various strategic initiatives, which may be complimentary to our mining operations in the United States. For further information on our strategy, see “Information about Cipher—Our Strategy—Retain flexibility in considering strategically adjacent opportunities complimentary to our business model”. We cannot offer any assurance that these or any other modifications will be successful or will not result in harm to the business, damage our reputation and limit our growth. Additionally, any such changes to our business model or strategy could cause us to become subject to additional regulatory scrutiny and a number of additional requirements, including licensing and permit requirements. All of the abovementioned factors may impose additional compliance costs on our business and higher expectations from regulators regarding risk management, planning, governance and other aspects of our operations.

Further, we cannot provide any assurance that we will successfully identify all emerging trends and growth opportunities in this business sector and we may fail to capitalize on certain important business and market opportunities. Such circumstances could have a material adverse effect on our business, prospects, financial condition, and operating results.

We may experience difficulties in effectively managing our initial buildout phase and, subsequently, managing our growth and expanding our operations.

We expect to experience significant growth in the scope of our operations. Our ability to manage our initial buildout phase and the planned second phase will require us to build upon and to continue to improve our operational, financial and management controls, compliance programs and reporting systems. We may not be able to implement improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs, systems and procedures, which could have a material adverse effect on our business, prospects, financial condition, and operating results.

Additionally, rapid growth in our business may place a strain on our managerial, operational and financial resources and systems. We may not grow as we expect, if we fail to manage our growth effectively or to develop and expand our managerial, operational and financial resources and systems, our business, prospects, financial condition and operating results could be adversely affected.

Unfavorable global economic, business or political conditions, such as the global COVID-19 pandemic and the disruption caused by various countermeasures to reduce its spread, could adversely affect our business, prospects, financial condition, and operating results.

Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets, including conditions that are outside of our control, such as the impact of the current outbreak of the novel coronavirus disease (“COVID-19”). The COVID-19 pandemic that was declared on March 11, 2020 has caused significant economic dislocation in the United States and globally as governments of more than 80 countries across the world, including the United States, introduced measures aimed at preventing

 

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the spread of COVID-19, including, amongst others, travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, quarantines and the imposition of both local and more widespread “work from home” measures. The spread of COVID-19 and the imposition of related public health measures have resulted in, and are expected to continue to result in, increased volatility and uncertainty in the cryptocurrency space. Any severe or prolonged economic downturn, as result of the COVID-19 pandemic or otherwise, could result in a variety of risks to our business and we cannot anticipate all the ways in which the current economic climate and financial market conditions could adversely impact our business.

We may experience disruptions to our business operations resulting from supply interruptions, quarantines, self-isolations, or other movement and restrictions on the ability of our employees to perform their jobs. For example, we may experience delays in construction and delays in obtaining necessary equipment in a timely fashion. If we are unable to effectively set up and service our miners, our ability to mine Bitcoin will be adversely affected. The future impact of the COVID-19 pandemic is still highly uncertain and there is no assurance that the COVID-19 pandemic or any other pandemic, or other unfavorable global economic, business or political conditions, will not materially and adversely affect our business, prospects, financial condition, and operating results.

We will operate in a highly competitive industry and we compete against unregulated or less regulated companies and companies with greater financial and other resources, and our business, operating results, and financial condition may be adversely affected if we are unable to respond to our competitors effectively.

The cryptocurrency ecosystem is highly innovative, rapidly evolving, and characterized by competition, experimentation, changing customer needs, frequent introductions of new products and services, and subject to uncertain and evolving industry and regulatory requirements. In the future, we expect competition to further intensify with existing and new competitors, some of which may have substantially greater liquidity and financial resources than we do. We compete against a number of companies operating both within the United States and abroad. Furthermore, increased regulatory focus and governmental scrutiny of cryptomining operations could lead to partial or full prohibitions on cryptocurrency mining activities in certain jurisdictions. For example, in May and June 2021, in their efforts to curb cryptocurrency trading and mining, regulators in several Chinese provinces, including Qinghai, Inner Mongolia and Sichuan, announced policies to curb or ban local cryptomining operations. Following the ban announcement, the price of Bitcoin experienced a drop of over 30% in May. Furthermore, such regulatory actions may lead to increase our domestic competition as some of those cryptocurrency miners or new entrants in this market may consider moving their cryptocurrency mining operations or establishing new operations in the United States. We may not be able to compete successfully against present or future competitors. We may not have the resources to compete with larger providers of similar services and, consequently, may experience great difficulties in expanding and improving our operations to remain competitive. For details on our current competitive landscape, see “Information about Cipher—Competition”.

Competition from existing and future competitors could result in our inability to secure acquisitions and partnerships that we may need to build-up or expand our business in the future. This competition from other entities with greater resources, experience and reputations may result in our failure to maintain or expand our business, as we may never be able to successfully execute our business model. Furthermore, we anticipate encountering new competition if we expand our operations to new locations geographically and into wider applications of blockchain, cryptocurrency mining and mining farm operations. If we are unable to expand and remain competitive, our business, prospects, financial condition and operating results could be adversely affected.

Facebook’s development of a cryptocurrency may adversely affect the value of Bitcoin and other cryptocurrencies.

In May 2019, Facebook announced its plans for a cryptocurrency called Libra, which faced significant government scrutiny. In July 2019, Facebook announced that Libra will not launch until all regulatory concerns

 

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have been met. Facebook rebranded the cryptocurrency to Diem in 2020. The massive social network and 27 other partners are estimating that the Diem digital coin and Facebook’s corresponding digital wallet, would be a way to make sending payments around the world as easy as it is to send a photo. Facebook’s significant resources and ability to engage the world via social media may enable it to bring Diem to market rapidly and to deploy it across industries more rapidly and successfully than previous cryptocurrencies. Facebook’s size and market share may cause its cryptocurrency to succeed to the detriment and potential exclusion of existing cryptocurrencies, such as Bitcoin.

We may acquire other businesses, form joint ventures or make other investments that could negatively affect our operating results, dilute our stockholders’ ownership, increase our debt or cause us to incur significant expenses.

From time to time, we may consider potential acquisitions, joint venture or other investment opportunities. We cannot offer any assurance that acquisitions of businesses, assets and/or entering into strategic alliances or joint ventures will be successful. We may not be able to find suitable partners or acquisition candidates and may not be able to complete such transactions on favorable terms, if at all. If we make any acquisitions, we may not be able to integrate these acquisitions successfully into the existing business and could assume unknown or contingent liabilities.

Any future acquisitions also could result in the issuance of stock, incurrence of debt, contingent liabilities or future write-offs of intangible assets or goodwill, any of which could have a negative impact on our cash flows, financial condition and results of operations. Integration of an acquired company may also disrupt ongoing operations and require management resources that otherwise would be focused on developing and expanding our existing business. We may experience losses related to potential investments in other companies, which could harm our financial condition and results of operations. Further, we may not realize the anticipated benefits of any acquisition, strategic alliance or joint venture if such investments do not materialize.

To finance any acquisitions or joint ventures, we may choose to issue shares of common stock, preferred stock or a combination of debt and equity as consideration, which could significantly dilute the ownership of our existing stockholders or provide rights to such preferred stock holders in priority over our common stock holders. Additional funds may not be available on terms that are favorable to us, or at all. If the price of our common stock is low or volatile, we may not be able to acquire other companies or fund a joint venture project using stock as consideration.

If we fail to develop, maintain, and enhance our brand and reputation, our business, operating results, and financial condition may be adversely affected.

We anticipate that our brand and reputation, particularly in the cryptocurrency ecosystem, will be an important factor in success and development of our business. As part of our strategy, we will seek to structure our relationships with equipment and service providers, our power suppliers and other potential partners as long-term partnerships, see “Information about Cipher—Our StrategyPosition ourselves as a leader on the global cost curve and maintain strong relationships with our industry partners”. Thus, maintaining, protecting, and enhancing our reputation is also important to our development plans and relationships with our power suppliers, service providers and other counterparties.

Furthermore, we believe that the importance of our brand and reputation may increase as competition further intensifies. Our brand and reputation could be harmed if we fail to perform under our agreements or if our public image were to be tarnished by negative publicity, unexpected events or actions by third parties. Unfavorable publicity about us, including our technology, personnel, and Bitcoin and cryptoassets generally could have an adverse effect on the engagement of our partners and suppliers and may result in our failure to maintain or expand our business and successfully execute our business model.

 

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Our compliance and risk management methods might not be effective and may result in outcomes that could adversely affect our reputation, operating results, and financial condition.

Our ability to comply with applicable complex and evolving laws, regulations, and rules is largely dependent on the establishment and maintenance of our compliance, audit, and reporting systems, as well as our ability to attract and retain qualified compliance and other risk management personnel. While we plan to devote significant resources to develop policies and procedures to identify, monitor and manage our risks, we cannot assure you that our policies and procedures will always be effective against all types of risks, including unidentified or unanticipated risks, or that we will always be successful in monitoring or evaluating the risks to which we are or may be exposed in all market environments.

We may infringe the intellectual property rights of others.

Our success depends significantly on our ability to operate without infringing the patents and other intellectual property rights of third parties. In recent years, there has been considerable patent, copyright, trademark, domain name, trade secret and other intellectual property development activity in the cryptocurrency space, as well as litigation, based on allegations of infringement or other violations of intellectual property, including by large financial institutions. Furthermore, individuals and groups can purchase patents and other intellectual property assets solely for the purpose of making claims of infringement to extract settlements from companies like ours.

Our use of third-party intellectual property rights may be subject to claims of infringement or misappropriation. From time to time, third parties may claim that we are infringing upon or misappropriating their intellectual property rights, and we may be found to be infringing upon such rights. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments.

Furthermore, the occurrence of infringement claims may be likely to grow as the cryptocurrency ecosystem grows and matures. Accordingly, our exposure to damages resulting from infringement claims could increase and this could further exhaust our financial and management resources. Even if intellectual property claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and require significant expenditures. Any of the foregoing could prevent us from competing effectively and could have an adverse effect on our business, operating results, and financial condition.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed.

To protect all of our confidential and proprietary information, we plan to rely upon trademarks, copyright and trade secret protection, as well as potentially patents, non-disclosure agreements and invention assignment agreements with employees, consultants and third parties. Some elements of our business model are based on unpatented trade secrets and know-how that are not publicly disclosed. In addition to contractual measures, we plan to protect the confidential nature of our proprietary information using physical and technological security measures. Such measures may not, for example, in the case of misappropriation of a trade secret by an employee or third party with authorized access, provide adequate protection for our proprietary information.

The security measures may not prevent an employee or consultant from misappropriating our trade secrets and providing them to a competitor, and the recourse we take against such misconduct may not provide an adequate remedy to protect our interests fully. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time consuming, and the outcome is unpredictable. If any of our confidential or proprietary information, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was independently developed by a competitor, our competitive position could be harmed, which could have an adverse effect on our business, operating results, and financial condition

 

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Risks Related to Regulatory Framework

If we were deemed an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”), applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

An issuer will generally be deemed to be an “investment company” for purposes of the 1940 Act if:

 

   

it is an “orthodox” investment company because it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or

 

   

it is an inadvertent investment company because, absent an applicable exemption, it owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

We believe that we are not and will not be primarily engaged in the business of investing, reinvesting or trading in securities, and we do not hold ourselves out as being engaged in those activities. We intend to hold ourselves out as a cryptocurrency mining business, specializing in Bitcoin. Accordingly, we do not believe that we are an “orthodox” investment company as described in the first bullet point above.

While certain cryptocurrencies may be deemed to be securities, we do not believe that certain other cryptocurrencies, in particular Bitcoin, are securities. Our cryptocurrency mining activities will focus on Bitcoin; therefore, we believe that less than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis will comprise cryptocurrencies or assets that could be considered investment securities. Accordingly, we do not believe that we are an inadvertent investment company by virtue of the 40% inadvertent investment company test as described in the second bullet point above. Although we do not believe any of the cryptocurrencies we may own, acquire or mine are securities, there is still some regulatory uncertainty on the subject, see “—There is no one unifying principle governing the regulatory status of cryptocurrency nor whether cryptocurrency is a security in each context in which it is viewed. Regulatory changes or actions in one or more countries may alter the nature of an investment in us or restrict the use of digital assets, such as cryptocurrencies, in a manner that adversely affects our business, prospects or operations.” If certain cryptocurrencies, including Bitcoin, were to be deemed securities, and consequently, investment securities by the SEC, we could be deemed an inadvertent investment company.

If we were to be deemed an inadvertent investment company, we may seek to rely on Rule 3a-2 under the 1940 Act, which allows an inadvertent investment company a grace period of one year from the earlier of (a) the date on which the issuer owns securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis or (b) the date on which the issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We are putting in place policies that we expect will work to keep the investment securities held by us at less than 40% of our total assets, which may include acquiring assets with our cash, liquidating our investment securities or seeking no-action relief or exemptive relief from the SEC if we are unable to acquire sufficient assets or liquidate sufficient investment securities in a timely manner. As Rule 3a-2 is available to an issuer no more than once every three years, and assuming no other exclusion were available to us, we would have to keep within the 40% limit for at least three years after we cease being an inadvertent investment company. This may limit our ability to make certain investments or enter into joint ventures that could otherwise have a positive impact on our earnings. In any event, we do not intend to become an investment company engaged in the business of investing and trading securities.

Finally, we believe we are not an investment company under Section 3(b)(1) of the 1940 Act because we are primarily engaged in a non-investment company business.

The 1940 Act and the rules thereunder contain detailed parameters for the organization and operations of investment companies. Among other things, the 1940 Act and the rules thereunder limit or prohibit transactions

 

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with affiliates, impose limitations on the issuance of debt and equity securities, prohibit the issuance of stock options, and impose certain governance requirements. We intend to continue to conduct our operations so that we will not be deemed to be an investment company under the 1940 Act. However, if anything were to happen that would cause us to be deemed to be an investment company under the 1940 Act, requirements imposed by the 1940 Act, including limitations on our capital structure, ability to transact business with affiliates and ability to compensate key employees, could make it impractical for us to continue our business as currently conducted, impair the agreements and arrangements between and among us and our senior management team and materially and adversely affect our business, financial condition and results of operations.

Any change in the interpretive positions of the SEC or its staff with respect to cryptocurrencies or digital asset mining firms could have a material adverse effect on us.

We intend to conduct our operations so that we are not required to register as an investment company under the 1940 Act. Specifically, we do not believe that cryptocurrencies, in particular Bitcoin, are securities. The SEC Staff has not provided guidance with respect to the treatment of these assets under the 1940 Act. To the extent the SEC Staff publishes new guidance with respect to these matters, we may be required to adjust our strategy or assets accordingly. There can be no assurance that we will be able to maintain our exclusion from registration as an investment company under the 1940 Act. In addition, as a consequence of our seeking to avoid the need to register under the 1940 Act on an ongoing basis, we may be limited in our ability to engage in cryptocurrency mining operations or otherwise make certain investments, and these limitations could result in our holding assets we may wish to sell or selling assets we may wish to hold, which could materially and adversely affect our business, financial condition and results of operations.

If regulatory changes or interpretations of our activities require our registration as a money services business (“MSB”) under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act, or otherwise under state laws, we may incur significant compliance costs, which could be substantial or cost-prohibitive. If we become subject to these regulations, our costs in complying with them may have a material negative effect on our business and the results of our operations.

To the extent that our activities cause us to be deemed an MSB under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act, we may be required to comply with FinCEN regulations, including those that would mandate us to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records.

To the extent that our activities would cause us to be deemed a “money transmitter” (“MT”) or equivalent designation, under state law in any state in which we may operate, we may be required to seek a license or otherwise register with a state regulator and comply with state regulations that may include the implementation of anti-money laundering programs, maintenance of certain records and other operational requirements. For example, in August 2015, the New York State Department of Financial Services enacted the first U.S. regulatory framework for licensing participants in “virtual currency business activity”. The regulations, known as the “BitLicense”, are intended to focus on consumer protection and regulate the conduct of businesses that are involved in “virtual currencies” in New York or with New York customers and prohibit any person or entity involved in such activity to conduct activities without a license.

Such additional federal or state regulatory obligations may cause us to incur extraordinary expenses. Furthermore, we may not be capable of complying with certain federal or state regulatory obligations applicable to MSBs and MTs. If we are deemed to be subject to and determine not to comply with such additional regulatory and registration requirements, we may act to dissolve and liquidate.

 

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There is no one unifying principle governing the regulatory status of cryptocurrency nor whether cryptocurrency is a security in each context in which it is viewed. Regulatory changes or actions in one or more countries may alter the nature of an investment in us or restrict the use of digital assets, such as cryptocurrencies, in a manner that adversely affects our business, prospects or operations.

As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently, with certain governments deeming cryptocurrencies illegal, and others allowing their use and trade without restriction. In some jurisdictions, such as in the U.S., digital assets, like cryptocurrencies, are subject to extensive, and in some cases overlapping, unclear and evolving regulatory requirements.

Bitcoin is the oldest and most well-known form of cryptocurrency. Bitcoin and other forms of cryptocurrencies have been the source of much regulatory consternation, resulting in differing definitional outcomes without a single unifying statement. Bitcoin and other digital assets are viewed differently by different regulatory and standards setting organizations globally as well as in the United States on the federal and state levels. For example, the Financial Action Task Force (“FATF”) and the Internal Revenue Service (“IRS”) consider a cryptocurrency as currency or an asset or property. Further, the IRS applies general tax principles that apply to property transactions to transactions involving virtual currency.

Furthermore, in the several applications to establish an Exchange Traded Fund (“ETF”) of cryptocurrency, and in the questions raised by the Staff under the 1940 Act, no clear principles emerge from the regulators as to how they view these issues and how to regulate cryptocurrency under the applicable securities acts. It has been widely reported that the SEC has recently issued letters and requested various ETF applications be withdrawn because of concerns over liquidity and valuation and unanswered questions about absence of reporting and compliance procedures capable of being implemented under the current state of the markets for exchange traded funds. On April 20, 2021, the U.S. House of Representatives passed a bipartisan bill titled “Eliminate Barriers to Innovation Act of 2021” (H.R. 1602). If passed by the Senate and enacted into law, the bipartisan bill would create a digital assets working group to evaluate the current legal and regulatory framework around digital assets in the United States and define when the SEC may have jurisdiction over a particular token or cryptocurrency (i.e., when it is a security) and when the Commodity Futures Trading Commission (the “CFTC”) may have jurisdiction (i.e., when it is a commodity).

If regulatory changes or interpretations require the regulation of Bitcoin or other digital assets under the securities laws of the United States or elsewhere, including the Securities Act of 1933, the Exchange Act and the 1940 Act or similar laws of other jurisdictions and interpretations by the SEC, the CFTC, the IRS, Department of Treasury or other agencies or authorities, we may be required to register and comply with such regulations, including at a state or local level. To the extent that we decide to continue operations, the required registrations and regulatory compliance steps may result in extraordinary expense or burdens to us. We may also decide to cease certain operations and change our business model. Any disruption of our operations in response to the changed regulatory circumstances may be at a time that is disadvantageous to us.

Current and future legislation and SEC-rulemaking and other regulatory developments, including interpretations released by a regulatory authority, may impact the manner in which Bitcoin or other cryptocurrencies are viewed or treated for classification and clearing purposes. In particular, Bitcoin and other cryptocurrencies may not be excluded from the definition of “security” by SEC rulemaking or interpretation requiring registration of all transactions unless another exemption is available, including transacting in Bitcoin or cryptocurrency among owners and require registration of trading platforms as “exchanges”.

Furthermore, when the interests of investor protection are paramount, for example in the offer or sale of Initial Coin Offering (“ICO”) tokens, the SEC has no difficulty determining that the token offerings are securities under the “Howey” test as stated by the United States Supreme Court. As such, ICO offerings would require registration under the Securities Act or an available exemption therefrom for offers or sales in the United States to be lawful. Section 5(a) of the Securities Act provides that, unless a registration statement is in effect as to a

 

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security, it is unlawful for any person, directly or indirectly, to engage in the offer or sale of securities in interstate commerce. Section 5(c) of the Securities Act provides a similar prohibition against offers to sell, or offers to buy, unless a registration statement has been filed. Although, since we do not intend to be engaged in the offer or sale of securities in the form of ICO offerings, and we do not believe our planned mining activities would require registration for us to conduct such activities and accumulate digital assets the SEC, CFTC, Nasdaq or other governmental or quasi-governmental agency or organization may conclude that our activities involve the offer or sale of “securities”, or ownership of “investment securities”, and we may face regulation under the Securities Act or the 1940 Act. Such regulation or the inability to meet the requirements to continue operations, would have a material adverse effect on our business and operations. We may also face similar issues with various state securities regulators who may interpret our actions as requiring registration under state securities laws, banking laws, or money transmitter and similar laws, which are also an unsettled area or regulation that exposes us to risks.

We cannot be certain as to how future regulatory developments will impact the treatment of Bitcoin and other cryptocurrencies under the law. If we fail to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations or be subjected to fines, penalties and other governmental action. Such circumstances could have a material adverse effect on our ability to continue as a going concern or to pursue our business model at all, which could have a material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies we plan to hold or expect to acquire for our own account.

Regulatory actions in one or more countries could severely affect the right to acquire, own, hold, sell or use certain cryptocurrencies or to exchange them for fiat currency.

One or more countries, such as China, India or Russia, may take regulatory actions in the future that could severely restrict the right to acquire, own, hold, sell or use cryptocurrencies or to exchange them for fiat currency. In some nations, it is illegal to accept payment in Bitcoin and other cryptocurrencies for consumer transactions and banking institutions are barred from accepting deposits of cryptocurrencies. Such restrictions may adversely affect us as the large-scale use of cryptocurrencies as a means of exchange is presently confined to certain regions.

Furthermore, in the future, foreign governments may decide to subsidize or in some other way support certain large-scale cryptocurrency mining projects, thus adding hashrate to the overall network. Such circumstances could have a material adverse effect on the amount of Bitcoin we may be able to mine, the value of Bitcoin and any other cryptocurrencies we may potentially acquire or hold in the future and, consequently, our business, prospects, financial condition and operating results.

Competition from central bank digital currencies (“CBDCs”) could adversely affect the value of Bitcoin and other digital assets.

Central banks in some countries have started to introduce digital forms of legal tender. For example, China’s CBDC project, known as Digital Currency Electronic Payment, has reportedly been tested in a live pilot program conducted in multiple cities in China. A 2021 survey of central banks by the Bank for International Settlements found that 86% are actively researching the potential for CBDCs, 60% were experimenting with the technology and 14% were deploying pilot projects. Whether or not they incorporate blockchain or similar technology, CBDCs, as legal tender in the issuing jurisdiction, could have an advantage in competing with, or replacing, Bitcoin and other cryptocurrencies as a medium of exchange or store of value. As a result, the value of Bitcoin could decrease, which could have a material adverse effect on our business, prospects, financial condition, and operating results.

 

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Risks Related to Cryptocurrency

We may lose our private key to our digital wallet, causing a loss of all of our digital assets.

Digital assets, such as cryptocurrencies, are stored in a so-called “digital wallet”, which may be accessed to exchange a holder’s digital assets, and is controllable by the processor of both the public key and the private key relating to this digital wallet in which the digital assets are held, both of which are unique. We will publish the public key relating to digital wallets in use when we verify the receipt of transfers and disseminate such information into the network, but we will need to safeguard the private keys relating to such digital wallets. If the private key is lost, destroyed, or otherwise compromised, we may be unable to access our cryptocurrencies held in the related digital wallet which will essentially be lost. If the private key is acquired by a third party, then this third party may be able to gain access to our cryptocurrencies. Any loss of private keys relating to digital wallets used to store our cryptocurrencies could have a material adverse effect on our ability to continue as a going concern or could have a material adverse effect on our business, prospects, financial condition, and operating results.

The storage and custody of our Bitcoin assets and any other cryptocurrencies that we may potentially acquire or hold in the future are subject to cybersecurity breaches and adverse software events.

In addition to the risk of a private key loss to our digital wallet, see “—We may lose our private key to our digital wallet, destroying all of our digital assets”, the storage and custody of our digital assets could also be subject to cybersecurity breaches and adverse software events. In order to minimize risk, we plan to establish processes to manage wallets, or software programs where assets are held, that are associated with our cryptocurrency holdings.

A “hot wallet” refers to any cryptocurrency wallet that is connected to the Internet. Generally, hot wallets are easier to set up and access than wallets in “cold” storage, but they are also more susceptible to hackers and other technical vulnerabilities. “Cold storage” refers to any cryptocurrency wallet that is not connected to the Internet. Cold storage is generally more secure than hot storage, but is not ideal for quick or regular transactions and we may experience lag time in our ability to respond to market fluctuations in the price of our digital assets.

We generally plan to hold the majority of our cryptocurrencies in cold storage to reduce the risk of malfeasance; however we may also use third-party custodial wallets and, from time to time, we may use hot wallets or rely on other options that may develop in the future. If we use a custodial wallet, there can be no assurance that such services will be more secure than cold storage or other alternatives. Human error and the constantly evolving state of cybercrime and hacking techniques may render present security protocols and procedures ineffective in ways which we cannot predict.

Regardless of the storage method, the risk of damage to or loss of our digital assets cannot be wholly eliminated. If our security procedures and protocols are ineffective and our cryptocurrency assets are compromised by cybercriminals, we may not have adequate recourse to recover our losses stemming from such compromise. A security breach could also harm our reputation. A resulting perception that our measures do not adequately protect our digital assets could have a material adverse effect on our business, prospects, financial condition, and operating results.

Our Bitcoin assets and any other cryptocurrencies we may potentially acquire or hold in the future may be subject to loss, theft, hacking, fraud risks and restriction on access.

There is a risk that some or all of our Bitcoin assets and any other cryptocurrencies we may potentially acquire or hold in the future could be lost or stolen. Hackers or malicious actors may launch attacks to steal or compromise cryptocurrencies, such as by attacking the cryptocurrency network source code, exchange miners, third-party platforms, cold and hot storage locations or software, or by other means. Cryptocurrency transactions and accounts are not insured by any type of government program and cryptocurrency transactions generally are

 

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permanent by design of the networks. Certain features of cryptocurrency networks, such as decentralization, the open source protocols, and the reliance on peer-to-peer connectivity, may increase the risk of fraud or cyber-attack by potentially reducing the likelihood of a coordinated response.

Cryptocurrencies have suffered from a number of recent hacking incidents and several cryptocurrency exchanges and miners have reported large cryptocurrency losses, which highlight concerns over the security of cryptocurrencies and in turn affect the demand and the market price of cryptocurrencies. For example, in August 2016, it was reported that almost 120,000 Bitcoin worth around $78 million were stolen from Bitfinex, a large Bitcoin exchange. The value of Bitcoin immediately decreased by more than 10% following reports of the theft at Bitfinex. In addition, in December 2017, Yapian, the operator of Seoul-based digital asset exchange Youbit, suspended digital asset trading and filed for bankruptcy following a hack that resulted in a loss of 17% of Yapian’s assets. Following the hack, Youbit users were allowed to withdraw approximately 75% of the digital assets in their exchange accounts, with any potential further distributions to be made following Yapian’s pending bankruptcy proceedings. In January 2018, Japan-based exchange Coincheck reported that over $500 million worth of the digital asset NEM had been lost due to hacking attacks, resulting in significant decreases in the prices of Bitcoin, Ether and other digital assets as the market grew increasingly concerned about the security of digital assets. Following South Korean-based exchange Coinrail’s announcement in early June 2018 about a hacking incident, the price of Bitcoin and Ether dropped more than 10%. In September 2018, Japan-based exchange Zaif also announced that approximately $60 million worth of digital assets, including Bitcoin, was stolen due to hacking activities.

We may be in control and possession of one of the more substantial holdings of cryptocurrency. As we increase in size, we may become a more appealing target of hackers, malware, cyber-attacks or other security threats. Cyber-attacks may also target our miners or third-parties and other services on which we depend. Any potential security breaches, cyber-attacks on our operations and any other loss or theft of our cryptocurrency assets, which could expose us to liability and reputational harm and could seriously curtail the utilization of our services.

Incorrect or fraudulent cryptocurrency transactions may be irreversible.

Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred cryptocurrencies may be irretrievable. As a result, any incorrectly executed or fraudulent cryptocurrency transactions could adversely affect our investments and assets.

Cryptocurrency transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the cryptocurrencies from the transaction. While theoretically cryptocurrency transactions may be reversible with the control or consent of a majority of processing power on the network, we do not now, nor is it feasible that we could in the future, possess sufficient processing power to effect this reversal.

Once a transaction has been verified and recorded in a block that is added to a blockchain, an incorrect transfer of a cryptocurrency or a theft thereof generally will not be reversible and we may not have sufficient recourse to recover our losses from any such transfer or theft. It is possible that, through computer or human error, or through theft or criminal action, our cryptocurrency rewards could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts.

Further, according to the SEC, at this time, there is no specifically enumerated U.S. or foreign governmental, regulatory, investigative or prosecutorial authority or mechanism through which to bring an action or complaint regarding missing or stolen cryptocurrency. The market participants, therefore, are presently reliant on existing private investigative entities to investigate any potential loss of our digital assets. These third-party service providers rely on data analysis and compliance of ISPs with traditional court orders to reveal information such as the IP addresses of any attackers. To the extent that we are unable to recover our losses from such action, error or

 

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theft, such events could have a material adverse effect on our business, prospects, financial condition and operating results, including our ability to continue as a going concern.

Acceptance and widespread use of cryptocurrency, in general, and Bitcoin, specifically, is uncertain.

Currently, there is a relatively limited use of any cryptocurrency in the retail and commercial marketplace, contributing to price volatility of cryptocurrencies. Price volatility undermines any cryptocurrency’s role as a medium of exchange, as retailers are much less likely to accept it as a form of payment. Banks and other established financial institutions may refuse to process funds for cryptocurrency transactions, process wire transfers to or from cryptocurrency exchanges, cryptocurrency-related companies or service providers, or maintain accounts for persons or entities transacting in cryptocurrency. Furthermore, a significant portion of cryptocurrency demand, including demand for Bitcoin, is generated by investors seeking a long-term store of value or speculators seeking to profit from the short- or long-term holding of the asset.

The relative lack of acceptance of cryptocurrencies in the retail and commercial marketplace, or a reduction of such use, limits the ability of end users to use them to pay for goods and services. Such lack of acceptance or decline in acceptances could have a material adverse effect on the value of Bitcoin or any other cryptocurrencies, and consequently our business, prospects, financial condition and operating results.

Ownership of Bitcoin is pseudonymous, and the supply of accessible Bitcoin is unknown. Individuals or entities with substantial holdings in Bitcoin may engage in large-scale sales or distributions, either on non-market terms or in the ordinary course, which could disproportionately and negatively affect the cryptocurrency market, result in a reduction in the price of Bitcoin and materially and adversely affect the price of our common stock.

There is no registry showing which individuals or entities own Bitcoin or the quantity of Bitcoin that is owned by any particular person or entity. It is possible, and in fact, reasonably likely, that a small group of early Bitcoin adopters hold a significant proportion of the Bitcoin that has been created to date. There are no regulations in place that would prevent a large holder of Bitcoin from selling Bitcoin it holds. To the extent such large holders of Bitcoin engage in large-scale sales or distributions, either on non-market terms or in the ordinary course, it could negatively affect the cryptocurrency market and result in a reduction in the price of Bitcoin. This, in turn, could materially and adversely affect the price of our stock, our business, prospects, financial condition, and operating results.

The open-source structure of the Bitcoin network protocol means that the contributors to the protocol are generally not directly compensated for their contributions in maintaining and developing the protocol.

The Bitcoin network operates based on an open-source protocol, not represented by an official organization or authority. Instead it is maintained by a group of core contributors, largely on the Bitcoin Core project on GitHub.com. This group of contributors is currently headed by Wladimir J. van der Laan, the current lead maintainer. As the Bitcoin network protocol is not sold and its use does not generate revenues for contributors, contributors are generally not compensated for maintaining and updating the Bitcoin network protocol. Although the MIT Media Lab’s Digital Currency Initiative funds the current maintainer Wladimir J. van der Laan, among others, this type of financial incentive is not typical. The lack of guaranteed financial incentive for contributors to maintain or develop the Bitcoin network and the lack of guaranteed resources to adequately address emerging issues with the Bitcoin network may reduce incentives to address the issues adequately or in a timely manner.

There can be no guarantee that developer support will continue or be sufficient in the future. Additionally, some development and developers are funded by companies whose interests may be at odds with other participants in the network or with investors’ interests. To the extent that material issues arise with the Bitcoin network protocol and the core developers and open-source contributors are unable or unwilling to address the issues adequately or in a timely manner, the Bitcoin network and consequently our business, prospects, financial condition and operating results could be adversely affected.

 

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Significant contributors to all or a network for any particular digital asset, such as Bitcoin, could propose amendments to the respective network’s protocols and software that, if accepted and authorized by such network, could adversely affect our business.

The Bitcoin network is maintained by a group of contributors, largely on the Bitcoin Core project on GitHub.com, currently headed by Wladimir J. van der Laan, see “—The open-source structure of the Bitcoin network protocol means that the contributors to the protocol are generally not directly compensated for their contributions in maintaining and developing the protocol”. These individuals can propose refinements or improvements to the Bitcoin network’s source code through one or more software upgrades that alter the protocols and software that govern the Bitcoin network and the properties of Bitcoin, including the irreversibility of transactions and limitations on the mining of new Bitcoin. Proposals for upgrades and discussions relating thereto take place on online forums.

If a developer or group of developers proposes a modification to the Bitcoin network that is not accepted by a majority of miners and users, but that is nonetheless accepted by a substantial plurality of miners and users, two or more competing and incompatible blockchain implementations could result, with one running the pre-modification software program and the other running the modified version (i.e., a second “Bitcoin network”). This is known as a “hard fork”. Such a hard fork in the blockchain typically would be addressed by community-led efforts to reunite the forked blockchains, and several prior forks have been resolved successfully. However, a “hard fork” in the blockchain could materially and adversely affect the perceived value of Bitcoin as reflected on one or both incompatible blockchains. Additionally, a “hard fork” will decrease the number of users and miners available to each fork of the blockchain as the users and miners on each fork blockchain will not be accessible to the other blockchain and, consequently, there will be fewer block rewards and transaction fees may decline in value. Any of the above could have a material adverse effect on our business, prospects, financial condition, and operating results.

A temporary or permanent blockchain “fork” could have a negative effect on digital assets’ value.

In August 2017, Bitcoin “forked” into Bitcoin and a new digital asset, Bitcoin Cash, as a result of a several-year dispute over how to increase the rate of transactions that the Bitcoin network can process. Since then, Bitcoin has been forked numerous times to launch new digital assets, such as Bitcoin Gold, Bitcoin Silver and Bitcoin Diamond. These forks effectively result in a new blockchain being created with a shared history, and new path forward, and they have a different “proof of work” algorithm and other technical changes.

The value of the newly created Bitcoin Cash and the other similar digital assets may or may not have value in the long run and may affect the price of Bitcoin if interest is shifted away from Bitcoin to these newly created digital assets. The value of Bitcoin after the creation of a fork is subject to many factors including the value of the fork product, market reaction to the creation of the fork product, and the occurrence of forks in the future.

Furthermore, a hard fork can introduce new security risks. For example, when Ethereum and Ethereum Classic split in July 2016, replay attacks, in which transactions from one network were rebroadcast to nefarious effect on the other network, plagued trading venues through at least October 2016. An exchange announced in July 2016 that it had lost 40,000 Ether from the Ethereum Classic network, which was worth about $100,000 at that time, as a result of replay attacks. Another possible result of a hard fork is an inherent decrease in the level of security. After a hard fork, it may become easier for an individual miner or mining pool’s hashing power to exceed 50% of the processing power of the Bitcoin network, thereby making the network more susceptible to attack.

A fork could also be introduced by an unintentional, unanticipated software flaw in the multiple versions of otherwise compatible software that users run. It is possible, however, that a substantial number of users and miners could adopt an incompatible version of Bitcoin while resisting community-led efforts to merge the two chains. This would result in a permanent fork, as in the case of Ethereum and Ethereum Classic, as detailed above.

 

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If a fork occurs on a digital asset network which we are mining, such as Bitcoin, or hold digital assets in, it may have a negative effect on the value of the digital asset and could have a material adverse effect on our business, prospects, financial condition, and operating results.

Because there has been limited precedent set for financial accounting for Bitcoin and other cryptocurrency assets, the determinations that we have made for how to account for cryptocurrency assets transactions may be subject to change.

Because there has been limited precedent set for the financial accounting for Bitcoin and other cryptocurrency assets and related revenue recognition and no official guidance has yet been provided by the Financial Accounting Standards Board or the SEC, it is unclear how companies may in the future be required to account for cryptocurrency transactions and assets and related revenue recognition. A change in regulatory or financial accounting standards could result in the necessity to change the accounting methods we currently intend to employ in respect of our anticipated revenues and assets and restate any financial statements produced based on those methods. Such a restatement could adversely affect our business, prospects, financial condition and results of operation.

The development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate.

Digital assets, such as Bitcoin, that may be used, among other things, to buy and sell goods and services are a new and rapidly evolving industry of which the digital asset networks are prominent, but not unique, parts. The growth of the digital asset industry, in general, and the digital asset networks, in particular, are subject to a high degree of uncertainty. The factors affecting the further development of the digital asset industry, as well as the digital asset networks, include:

 

   

continued worldwide growth in the adoption and use of Bitcoin and other digital assets;

 

   

government and quasi-government regulation of Bitcoin and other digital assets and their use, or restrictions on or regulation of access to and operation of the digital asset network or similar digital assets systems;

 

   

the maintenance and development of the open-source software protocol of the Bitcoin network and Ether network;

 

   

changes in consumer demographics and public tastes and preferences;

 

   

the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;

 

   

general economic conditions and the regulatory environment relating to digital assets; and

 

   

the impact of regulators focusing on digital assets and digital securities and the costs associated with such regulatory oversight.

The outcome of these factors could have negative effects on our ability to pursue our business strategy, which could have a material adverse effect on our business, prospects, financial condition, and operating results as well as potentially negative effect on the value of Bitcoin or any other cryptocurrencies we may potentially acquire or hold in the future.

Banks and financial institutions may not provide banking services, or may cut off services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies as payment.

A number of companies that provide Bitcoin or other cryptocurrency-related services have been unable to find banks or financial institutions that are willing to provide them with bank accounts and other services. Similarly, a

 

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number of companies and individuals or businesses associated with cryptocurrencies may have had and may continue to have their existing bank accounts closed or services discontinued with financial institutions. We also may be unable to maintain these services for our business.

The difficulty that many businesses that provide Bitcoin or other cryptocurrency-related services have and may continue to have in finding banks and financial institutions willing to provide them services may decrease the usefulness of cryptocurrencies as a payment system and harm public perception of cryptocurrencies. Similarly, the usefulness of cryptocurrencies as a payment system and the public perception of cryptocurrencies could be damaged if banks or financial institutions were to close the accounts of businesses providing Bitcoin or other cryptocurrency-related services. This could occur as a result of compliance risk, cost, government regulation or public pressure. The risk applies to securities firms, clearance and settlement firms, national stock and commodities exchanges, the over the counter market and the Depository Trust Company. Such factors would have a material adverse effect on our business, prospects, financial condition, and operating results.

Cryptocurrencies, including Bitcoin, face significant scaling obstacles that can lead to high fees or slow transaction settlement times and any mechanisms of increasing the scale of cryptocurrency settlement may significantly alter the competitive dynamics in the market.

Cryptocurrencies face significant scaling obstacles that can lead to high fees or slow transaction settlement times, and attempts to increase the volume of transactions may not be effective. Scaling cryptocurrencies, and particularly Bitcoin, is essential to the widespread acceptance of cryptocurrencies as a means of payment, which is necessary to the growth and development of our business.

Many cryptocurrency networks face significant scaling challenges. For example, cryptocurrencies are limited with respect to how many transactions can occur per second. In this respect, Bitcoin may be particularly affected as it relies on the “proof of work” validation, which due to its inherent characteristics may be particularly hard to scale to allow simultaneous processing of multiple daily transactions by users. Participants in the cryptocurrency ecosystem debate potential approaches to increasing the average number of transactions per second that the network can handle and have implemented mechanisms or are researching ways to increase scale, such as “sharding”, which is a term for a horizontal partition of data in a database or search engine, which would not require every single transaction to be included in every single miner’s or validator’s block. For example, the Ethereum network is in the process of implementing software upgrades and other changes to its protocol, the so-called Ethereum 2.0, which are intended to be a new iteration of the Ethereum network that changes its consensus mechanism from “proof-of-work” to “proof-of-stake” and incorporate the use of “sharding”. This version aims to address: a clogged network that can only handle limited number of transactions per second and the large consumption of energy that comes with the “proof-of-work” mechanism. This new upgrade is envisioned to be more scalable, secure, and sustainable, although it remains unclear whether and how it may ultimately be implemented.

There is no guarantee that any of the mechanisms in place or being explored for increasing the scale of settlement of cryptocurrency transactions will be effective, how long they will take to become effective or whether such mechanisms will be effective for all cryptocurrencies. There is also a risk that any mechanisms of increasing the scale of cryptocurrency settlement, such as the ongoing upgrades as part of Ethereum 2.0, may significantly alter the competitive dynamics in the cryptocurrency market and may adversely affect the value of Bitcoin and the price of our common stock. Any of which could have a material adverse effect on our business, prospects, financial condition, and operating results.

The development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers or other alternatives.

The development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers or an alternative to distributed ledgers altogether. Our business intends to rely

 

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on presently existent digital ledgers and blockchains and we could face difficulty adapting to emergent digital ledgers, blockchains, or alternatives thereto. This may adversely affect us and our exposure to various blockchain technologies and prevent us from realizing the anticipated profits from our investments. Such circumstances could have a material adverse effect on our business, prospects, financial condition, and operating results and potentially the value of any Bitcoin or other cryptocurrencies we may potentially acquire or hold in the future.

If a malicious actor or botnet obtains control in excess of 50% of the processing power active on any digital asset network, including the Bitcoin network, it is possible that such actor or botnet could manipulate the blockchain in a manner that may adversely affect our business, prospects, financial condition, and operating results.

If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the processing power dedicated to mining on any digital asset network (the so-called “double-spend” or “51%” attacks), including the Bitcoin network, it may be able to alter the blockchain by constructing alternate blocks if it is able to solve for such blocks faster than the remainder of the miners on the blockchain can add valid blocks. In such alternate blocks, the malicious actor or botnet could control, exclude or modify the ordering of transactions, though it could not generate new digital assets or transactions using such control.

Using alternate blocks, the malicious actor could “double-spend” its own digital assets (i.e., spend the same digital assets in more than one transaction) and prevent the confirmation of other users’ transactions for so long as it maintains control. To the extent that such malicious actor or botnet does not yield its majority control of the processing power or the digital asset community does not reject the fraudulent blocks as malicious, reversing any changes made to the blockchain may not be possible.

For example, in late May and early June 2014, a mining pool known as GHash.io approached and, during a 24- to 48-hour period in early June may have exceeded, the threshold of 50% of the processing power on the Bitcoin network. To the extent that GHash.io did exceed 50% of the processing power on the network, reports indicate that such threshold was surpassed for only a short period, and there are no reports of any malicious activity or control of the blockchain performed by GHash.io. Furthermore, the processing power in the mining pool appears to have been redirected to other pools on a voluntary basis by participants in the GHash.io pool, as had been done in prior instances when a mining pool exceeded 40% of the processing power on the Bitcoin network. In the recent years, there have been also a series of 51% attacks on a number of other cryptocurrencies, including Verge and Ethereum Classic, which suffered three consecutive attacks in August 2020.

The approach towards and possible crossing of the 50% threshold indicate a greater risk that a single mining pool could exert authority over the validation of digital asset transactions. To the extent that the cryptocurrency ecosystem does not act to ensure greater decentralization of cryptocurrency mining processing power, the feasibility of a malicious actor obtaining in excess of 50% of the processing power on any digital asset network (e.g., through control of a large mining pool or through hacking such a mining pool) will increase, which could have a material adverse effect on our business, prospects, financial condition, and operating results.

The price of cryptocurrencies may be affected by the sale of such cryptocurrencies by other vehicles investing in cryptocurrencies or tracking cryptocurrency markets.

The global market for cryptocurrency is characterized by supply constraints that differ from those present in the markets for commodities or other assets such as gold and silver. The mathematical protocols under which certain cryptocurrencies are mined permit the creation of a limited, predetermined amount of currency, while others have no limit established on total supply. To the extent that other vehicles investing in cryptocurrencies or tracking cryptocurrency markets form and come to represent a significant proportion of the demand for cryptocurrencies, large redemptions of the securities of those vehicles and the subsequent sale of cryptocurrencies by such vehicles could negatively affect cryptocurrency prices and therefore affect the value of the cryptocurrency inventory we

 

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plan to hold. Such events could have a material adverse effect on our business, prospects, financial condition, and operating results.

We may face risks of Internet disruptions, which could have a material adverse effect on the price of cryptocurrencies.

A disruption of the Internet may affect the use of cryptocurrencies and subsequently the value of our securities. Generally, cryptocurrencies and our business of mining cryptocurrencies is dependent upon the Internet. A significant disruption in Internet connectivity could disrupt a currency’s network operations until the disruption is resolved and have a material adverse effect on the price of cryptocurrencies and, consequently, our business, prospects, financial condition, and operating results.

The impact of geopolitical and economic events on the supply and demand for cryptocurrencies is uncertain.

Geopolitical crises may motivate large-scale purchases of Bitcoin and other cryptocurrencies, which could increase the price of Bitcoin and other cryptocurrencies rapidly. This may increase the likelihood of a subsequent price decrease and fluctuations as crisis-driven purchasing behavior dissipates, adversely affecting the value of our inventory following such downward adjustment. Such risks are similar to the risks of purchasing commodities in general uncertain times, such as the risk of purchasing, holding or selling gold. Alternatively, as an emerging asset class with limited acceptance as a payment system or commodity, global crises and general economic downturn may discourage investment in cryptocurrencies as investors focus their investment on less volatile asset classes as a means of hedging their investment risk.

As an alternative to fiat currencies that are backed by central governments, cryptocurrencies, which are relatively new, are subject to supply and demand forces. How such supply and demand will be impacted by geopolitical events is largely uncertain but could be harmful to us and our investors.

Our interactions with a blockchain may expose us to SDN or blocked persons or cause us to violate provisions of law that did not contemplate distribute ledger technology.

The Office of Financial Assets Control of the U.S. Department of Treasury (“OFAC”) requires us to comply with its sanction program and not conduct business with persons named on its specially designated nationals (“SDN”) list. However, because of the pseudonymous nature of blockchain transactions, we may inadvertently and without our knowledge engage in transactions with persons named on OFAC’s SDN list. Our internal policies prohibit any transactions with such SDN individuals, but we may not be adequately capable of determining the ultimate identity of the individual with whom we transact with respect to selling digital assets. In addition, in the future, OFAC or another regulator, may require us to screen transactions for OFAC addresses or other bad actors before including such transactions in a block, which may increase our compliance costs, decrease our anticipated transaction fees and lead to decreased traffic on our network. Any of these factors, consequently, could have a material adverse effect on our business, prospects, financial condition, and operating results.

Moreover, federal law prohibits any U.S. person from knowingly or unknowingly possessing any visual depiction commonly known as child pornography. Recent media reports have suggested that persons have imbedded such depictions on one or more blockchains. Because our business requires us to download and retain one or more blockchains to effectuate our ongoing business, it is possible that such digital ledgers contain prohibited depictions without our knowledge or consent. To the extent government enforcement authorities literally enforce these and other laws and regulations that are impacted by decentralized distributed ledger technology, we may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties, all of which could harm our reputation and could have a material adverse effect on our business, prospects, financial condition, and operating results.

 

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Risks Related to Cryptocurrency Mining

Bitcoin is the only cryptocurrency that we currently plan to mine and, thus, our future success will depend in large part upon the value of Bitcoin; the value of Bitcoin and other cryptocurrencies may be subject to pricing risk and has historically been subject to wide swings.

Our operating results will depend in large part upon the value of Bitcoin because it is the only cryptocurrency that we currently plan to mine. Specifically, our revenues from our cryptocurrency mining operations are expected to be based upon two factors: (1) the number of block rewards that we successfully mine and (2) the value of Bitcoin. For further details on how our operating results may be directly impacted by changes in the value of Bitcoin, see “—Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to bitcoin holdings.”

Furthermore, in our operations we intend to use application-specific integrated circuit (“ASIC”) chips and machines (which we refer to as “miners”), which are principally utilized for mining Bitcoin. Such miners cannot mine other cryptocurrencies, such as Ether, that are not mined utilizing the “SHA-256 algorithm”.

If other cryptocurrencies were to achieve acceptance at the expense of Bitcoin, causing the value of Bitcoin to decline, or if Bitcoin were to switch its “proof of work” algorithm from SHA-256 to another algorithm for which the miners we plan to use are not specialized (see “—There is a possibility of cryptocurrency mining algorithms transitioning to “proof of stake” validation and other mining related risks, which could make us less competitive and ultimately adversely affect our business”), or the value of Bitcoin were to decline for other reasons, particularly if such decline were significant or over an extended period of time, our business, prospects, financial condition, and operating results would be adversely affected.

Bitcoin and other cryptocurrency market prices have historically been volatile. Our business may be adversely affected if the markets for Bitcoin deteriorate or if its prices decline, including as a result of the following factors:

 

   

the reduction in mining rewards of Bitcoin, including block reward halving events, which are events that occur after a specific period of time which reduces the block reward earned by miners;

 

   

disruptions, hacks, “forks”, 51% attacks, or other similar incidents affecting the Bitcoin blockchain network;

 

   

hard “forks” resulting in the creation of and divergence into multiple separate networks;

 

   

informal governance led by Bitcoin’s core developers that lead to revisions to the underlying source code or inactions that prevent network scaling, and which evolve over time largely based on self-determined participation, which may result in new changes or updates that affect their speed, security, usability, or value;

 

   

the ability for Bitcoin blockchain network to resolve significant scaling challenges and increase the volume and speed of transactions;

 

   

the ability to attract and retain developers and customers to use Bitcoin for payment, store of value, unit of accounting, and other intended uses;

 

   

transaction congestion and fees associated with processing transactions on the Bitcoin network;

 

   

the identification of Satoshi Nakamoto, the pseudonymous person or persons who developed Bitcoin, or the transfer of Satoshi’s Bitcoin assets;

 

   

negative public perception of Bitcoin or other cryptocurrencies or their reputation within the fintech influencer community or the general publicity around them;

 

   

development in mathematics, technology, including in digital computing, algebraic geometry, and quantum computing that could result in the cryptography being used by Bitcoin becoming insecure or ineffective; and

 

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laws and regulations affecting the Bitcoin network or access to this network, including a determination that Bitcoin constitutes a security or other regulated financial instrument under the laws of any jurisdiction.

Furthermore, Bitcoin pricing may be the result of, and may continue to result in, speculation regarding future appreciation in the value of cryptocurrencies, inflating and making their market prices more volatile or creating “bubble” type risks for Bitcoin. Some market observers have asserted that the Bitcoin market is experiencing a “bubble” and have predicted that, in time, the value of Bitcoin will fall to a fraction of its current value, or even to zero. Bitcoin has not been in existence long enough for market participants to assess these predictions with any precision, but if these observers are even partially correct, it could have a material adverse effect on our business, prospects, financial condition, and operating results.

Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to Bitcoin holdings.

Our historical financial statements, including those for the period from January 7, 2021 (inception) to March 31, 2021, do not fully reflect the potential variability in earnings that we may experience in the future from holding or selling significant amounts of Bitcoin.

The price of Bitcoin has historically been subject to dramatic price fluctuations and is highly volatile. We intend to determine the fair value of our Bitcoin based on quoted (unadjusted) prices on the active exchange that we have determined is our principal market for Bitcoin. We intend to perform an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted (unadjusted) prices on the active exchange, indicate that it is more likely than not that any of our Bitcoin assets is impaired. In determining if an impairment has occurred, we will consider the lowest price of one Bitcoin quoted on the active exchange at any time since acquiring the specific Bitcoin held. If the carrying value of a Bitcoin exceeds that lowest price at any time during the quarter, an impairment loss is deemed to have occurred with respect to that Bitcoin in the amount equal to the difference between its carrying value and such lowest price, and subsequent increases in the price of Bitcoin will not affect the carrying value of our Bitcoin. Gains (if any) are not recorded until realized upon sale, at which point they would be presented net of any impairment losses. In determining the gain to be recognized upon sale, we intend to calculate the difference between the sale price and carrying value of the specific Bitcoin sold immediately prior to sale.

As a result, any decrease in the fair value of Bitcoin below our carrying value for such assets at any time since their acquisition will require us to incur an impairment charge, and such charge could be material to our financial results for the applicable reporting period, which may create significant volatility in our reported earnings and decrease the carrying value of our digital assets, which in turn could have a material adverse effect on our financial condition and operating results.

The supply of Bitcoin is limited, and production of Bitcoin is negatively impacted by the Bitcoin halving protocol expected every four years.

The supply of Bitcoin is limited and, once the 21 million Bitcoin have been “unearthed”, the network will stop producing more. Currently, there are approximately 19 million, or 90% of the total supply of, Bitcoin in circulation. Halving is an event within the Bitcoin protocol where the Bitcoin reward provided upon mining a block is reduced by 50%. Halvings are scheduled to occur once every 210,000 blocks, or roughly every four years, with the latest halving having occurred in May 2020, which revised the block reward to 6.25 Bitcoin.

Halving reduces the number of new Bitcoin being generated by the network. While the effect is to slow the pace of the release of new coins, it has no impact on the quantity of total Bitcoin already outstanding. As a result, the price of Bitcoin could rise or fall based on overall investor and consumer demand. Given a stable network hash rate, should the price of Bitcoin remain unchanged after the next halving, our revenue related to mining new coins would be reduced by 50%, with a significant impact on profit.

 

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Furthermore, as the number of Bitcoin remaining to be mined decreases, the processing power required to record new blocks on the blockchain may increase. Eventually the processing power required to add a block to the blockchain may exceed the value of the reward for adding a block. Additionally, at some point, there will be no new Bitcoin to mine. Once the processing power required to add a block to the blockchain exceeds the value of the reward for adding a block, we may focus on other strategic initiatives, which may be complimentary to our mining operations. For further details, see “Information about Cipher—Our Strategy—Retain flexibility in considering strategically adjacent opportunities complimentary to our business model.”

Any periodic adjustments to the digital asset networks, such as Bitcoin, regarding the difficulty for block solutions, with reductions in the aggregate hashrate or otherwise, could have a material adverse effect on our business, prospects, financial condition, and operating results. If the award of new Bitcoin for solving blocks and transaction fees for recording transactions are not sufficiently high to incentivize miners, miners may cease expending processing power, or hashrate, to solve blocks and confirmations of transactions on the Bitcoin blockchain could be slowed.

Bitcoin miners record transactions when they solve for and add blocks of information to the blockchain. They generate revenue from both newly created Bitcoin, known as the “block reward” and from fees taken upon verification of transactions, see “Information about Cipher—Our Planned Cryptocurrency Operations—Expected Revenue Structure”.

If the aggregate revenue from transaction fees and the block reward is below a miner’s cost, the miner may cease operations. If the award of new units of Bitcoin for solving blocks declines and/or the difficulty of solving blocks increases, and transaction fees voluntarily paid by participants are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations. For example, the current fixed reward for solving a new block on the Bitcoin network is 6.25 Bitcoins per block; the reward decreased from 12.5 Bitcoin in May 2020, which itself was a decrease from 25 Bitcoin in July 2016. It is estimated that it will “halve” again in about four years after the previous halving.

This reduction may result in a reduction in the aggregate hashrate of the Bitcoin network as the incentive for miners decreases. Miners ceasing operations would reduce the aggregate hashrate on the Bitcoin network, which would adversely affect the confirmation process for transactions (i.e., temporarily decreasing the speed at which blocks are added to the blockchain until the next scheduled adjustment in difficulty for block solutions). Moreover, a reduction in the hashrate expended by miners on any digital asset network could increase the likelihood of a malicious actor or botnet obtaining control in excess of fifty percent (50%) of the aggregate hashrate active on such network or the blockchain, potentially permitting such actor to manipulate the blockchain, see “—If a malicious actor or botnet obtains control in excess of 50% of the processing power active on any digital asset network, including the Bitcoin network, it is possible that such actor or botnet could manipulate the blockchain in a manner that may adversely affect our business, prospects, financial condition, and operating results”.

Periodically, the Bitcoin network has adjusted the difficulty for block solutions so that solution speeds remain in the vicinity of the expected ten (10) minute confirmation time targeted by the Bitcoin network protocol. We believe that from time to time there may be further considerations and adjustments to the networks, such as Bitcoin and Ether, regarding the difficulty for block solutions. More significant reductions in the aggregate hashrate on digital asset networks could result in material, though temporary, delays in block solution confirmation time. Any reduction in confidence in the confirmation process or aggregate hashrate of any digital asset network may negatively impact the value of digital assets, which could have a material adverse effect on our business, prospects, financial condition, and operating results.

 

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Transactional fees may decrease demand for Bitcoin and prevent expansion.

As the number of Bitcoins awarded in the form of block rewards for solving a block in a blockchain decreases, the relative incentive for miners to continue to contribute to the Bitcoin network may transition to place more importance on transaction fees.

If transaction fees paid for Bitcoin transactions become too high, the marketplace may be reluctant to accept Bitcoin as a means of payment and existing users may be motivated to switch from Bitcoin to another cryptocurrency or to fiat currency. Either the requirement from miners of higher transaction fees in exchange for recording transactions in a blockchain or a software upgrade that automatically charges fees for all transactions may decrease demand for Bitcoin and prevent the expansion of the Bitcoin network to retail merchants and commercial businesses, resulting in a reduction in the price of Bitcoin, which could have a material adverse effect on our business, prospects, financial condition, and operating results.

Our reliance on any particular model of miner may subject our operations to increased risk of failure.

The performance and reliability of our miners and our technology will be critical to our reputation and our operations. If there are any technological issues with our miners, our entire system could be affected. Any system error or failure may significantly delay response times or even cause our system to fail. Any disruption in our ability to continue mining could result in lower yields and harm our reputation and business. Any exploitable weakness, flaw, or error common to our miners may affects all our miners, and if a defect other flaw is exploited, our entire mine could go offline simultaneously.

Any interruption, delay or system failure could have a material adverse effect on our business, prospects, financial condition, and operating results.

There is a possibility of cryptocurrency mining algorithms transitioning to “proof of stake” validation and other mining related risks, which could make us less competitive and ultimately adversely affect our business.

“Proof of stake” is an alternative method in validating cryptocurrency transactions. Should the Bitcoin network shift from a “proof of work” validation method to a “proof of stake” validation method, mining would require less energy and may render companies, such as ours, that may be perceived as advantageously positioned in the current climate, for example, due to lower priced electricity, processing, real estate, or hosting, less competitive.

Our business model and our strategic efforts are fundamentally based upon the “proof of work” validation method and the assumption that use of lower priced electricity in our cryptocurrency mining operations will make our business model more resilient to fluctuations in Bitcoin price and will generally provide us with certain competitive advantage. See “Information about Cipher—Our Key Strengths— Cost leadership with low cost electricity supply and resilient business model with downside protection against drops in Bitcoin prices” and “—Bitcoin mining activities are energy intensive, which may restrict the geographic locations of miners and have a negative environmental impact. Government regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining operations, such as ours.” Consequently, if the cryptocurrency mining algorithms transition to “proof of stake” validation, we may be exposed to the risk of losing the benefit of our perceived competitive advantage that we hope to gain and our business model may need to be reevaluated. Furthermore, ASIC chips that we intend to use in our operations are also designed for “proof of work” mechanism. Many people within the Bitcoin community believe that “proof of work” is a foundation within Bitcoin’s code that would not be changed. However, there have been debates on mechanism change to avoid the “de facto control” by a great majority of the network computing power. With the possibility of a change in rule or protocol of the Bitcoin network, if our Bitcoin mining chips and machines cannot be modified to accommodate any such changes, our results of operations will be significantly affected. Such events could have a material adverse effect on our business, prospects, financial condition, and operating results, including our ability to continue as a going concern.

 

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We may not adequately respond to price fluctuations and rapidly changing technology, which may negatively affect our business.

Competitive conditions within the cryptocurrency industry require that we use sophisticated technology in the operation of our business. The industry for blockchain technology is characterized by rapid technological changes, new product introductions, enhancements and evolving industry standards.

New technologies, techniques or products could emerge that might offer better performance than the software and other technologies we currently plan to utilize, and we may have to manage transitions to these new technologies to remain competitive. We may not be successful, generally or relative to our competitors in the cryptocurrency industry, in timely implementing new technology into our systems, or doing so in a cost-effective manner. During the course of implementing any such new technology into our operations, we may experience system interruptions and failures during such implementation. Furthermore, there can be no assurances that we will recognize, in a timely manner or at all, the benefits that we may expect as a result of our implementing new technology into our operations. As a result, our business, prospects, financial condition and operating results could be adversely affected.

To the extent that the profit margins of Bitcoin mining operations are not high, operators of Bitcoin mining operations are more likely to immediately sell Bitcoin rewards earned by mining in the market, thereby constraining growth of the price of Bitcoin that could adversely impact us, and similar actions could affect other cryptocurrencies.

Over the past several years, Bitcoin mining operations have evolved from individual users mining with computer processors, graphics processing units and first-generation ASIC servers. Currently, new processing power is predominantly added by incorporated and unincorporated “professionalized” mining operations.

Professionalized mining operations may use proprietary hardware or sophisticated ASIC machines acquired from ASIC manufacturers. They require the investment of significant capital for the acquisition of this hardware, the leasing of operating space (often in data centers or warehousing facilities), incurring of electricity costs and the employment of technicians to operate the mining farms. As a result, professionalized mining operations are of a greater scale than prior miners and have more defined and regular expenses and liabilities. These regular expenses and liabilities require professionalized mining operations to maintain profit margins on the sale of Bitcoin.

To the extent the price of Bitcoin declines and such profit margin is constrained, professionalized miners are incentivized to more immediately sell Bitcoin earned from mining operations, whereas it is believed that individual miners in past years were more likely to hold newly mined Bitcoin for more extended periods. The immediate selling of newly mined Bitcoin greatly increases the trading volume of Bitcoin, creating downward pressure on the market price of Bitcoin rewards.

The extent to which the value of Bitcoin mined by a professionalized mining operation exceeds the allocable capital and operating costs determines the profit margin of such operation. A professionalized mining operation may be more likely to sell a higher percentage of its newly mined Bitcoin rapidly if it is operating at a low profit margin and it may partially or completely cease operations if its profit margin is negative. In a low profit margin environment, a higher percentage could be sold more rapidly, thereby potentially depressing Bitcoin prices. Lower Bitcoin prices could result in further tightening of profit margins for professionalized mining operations creating a network effect that may further reduce the price of Bitcoin until mining operations with higher operating costs become unprofitable forcing them to reduce mining power or cease mining operations temporarily.

The foregoing risks associated with Bitcoin could be equally applicable to other cryptocurrencies, whether existing now or introduced in the future. Such circumstances could have a material adverse effect on our business, prospects, financial condition, and operating results.

 

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To the extent that any miners cease to record transactions in solved blocks, transactions that do not include the payment of a transaction fee will not be recorded on the blockchain until a block is solved by a miner who does not require the payment of transaction fees. Any widespread delays in the recording of transactions could result in a loss of confidence in that digital asset network, which could adversely impact an investment in us.

To the extent that any miners cease to record transactions in solved blocks, such transactions will not be recorded on the blockchain. Currently, there are no known incentives for miners to elect to exclude the recording of transactions in solved blocks; however, to the extent that any such incentives arise (e.g., a collective movement among miners or one or more mining pools forcing Bitcoin users to pay transaction fees as a substitute for or in addition to the award of new Bitcoins upon the solving of a block), actions of miners solving a significant number of blocks could delay the recording and confirmation of transactions on the blockchain.

Any systemic delays in the recording and confirmation of transactions on the blockchain could result in greater exposure to double-spending transactions and a loss of confidence in certain or all digital asset networks, which could have a material adverse effect on our business, prospects, financial condition, and operating results.

Demand for Bitcoin is driven, in part, by its status as one of the most prominent and secure digital assets. It is possible that digital assets, other than Bitcoin, could have features that make them more desirable to a material portion of the digital asset user base, resulting in a reduction in demand for Bitcoin, which could have a negative impact on the price of Bitcoin and have a material adverse effect on our business, prospects, financial condition, and operating results

Bitcoin, as an asset, holds a “first-to-market” advantage over other digital assets. This first-to-market advantage is driven in large part by having the largest user base and, more importantly, the largest mining power in use to secure its blockchain and transaction verification system. Having a large mining network results in greater user confidence regarding the security and long-term stability of a digital asset’s network and its blockchain; as a result, the advantage of more users and miners makes a digital asset more secure, which makes it more attractive to new users and miners, resulting in a network effect that strengthens the first-to-market advantage.

Despite the marked first-mover advantage of the Bitcoin network over other digital asset networks, it is possible that another digital asset could become materially popular due to either a perceived or exposed shortcoming of the Bitcoin network protocol that is not immediately addressed by the Bitcoin contributor community or a perceived advantage of an altcoin that includes features not incorporated into Bitcoin. If a digital asset obtains significant market share (either in market capitalization, mining power or use as a payment technology), this could reduce Bitcoin’s market share as well as other digital assets we may become involved in and have a negative impact on the demand for, and price of, such digital assets and could have a material adverse effect on our business, prospects, financial condition, and operating results.

Bitcoin and any other cryptocurrencies that could be held by us are not insured and not subject to FDIC or SIPC protections.

Bitcoin and any other cryptocurrencies that could be held by us are not insured. Therefore, any loss that we may suffer with respect to our cryptocurrencies is not covered by insurance and no person may be liable in damages for such loss, which could adversely affect our operations. We will not hold our Bitcoin or any other cryptocurrencies that we may hold with a banking institution or a member of the Federal Deposit Insurance Corporation (“FDIC”) or the Securities Investor Protection Corporation (“SIPC”) and, therefore, our cryptocurrencies will also not be subject to the protections enjoyed by depositors with FDIC or SIPC member institutions.

Risks Related to GWAC and the Business Combination

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to GWAC prior to the consummation of the Business Combination.

 

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We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance, our warrants were accounted for as equity within our previously reported balance sheets.

Following the issuance of the SEC Staff Statement, our management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement and that it was appropriate to restate our previously issued audited financial statements as of December 31, 2020 and for the period from June 24, 2020 (inception) through December 31, 2020. As disclosed in our previously filed Form 10-Q on May 7, 2021, the Public Warrants were reflected as derivative liability as opposed to a component of equity on the balance sheet. However, the views expressed in the SEC Staff Statement were not consistent with our historical interpretation of the specific provisions within our warrant agreement and our application of ASC 815-40 to the warrant agreement. Thus, we reassessed our accounting for Public Warrants issued in the GWAC’s IPO, in light of the SEC Staff’s published views. Based on this reassessment, we determined that the Public Warrants should be classified as equity and, consequently, in consultation with GWAC’s audit committee, we concluded that our previously issued (i) unaudited interim consolidated financial statements as of March 31, 2021 and for the three months period ended March 31, 2021 and (ii) audited financial statements as of December 31, 2020 and for the period from June 24, 2020 (inception) though December 31, 2020 should be restated to reflect the classification as equity of the Public Warrants. For further information, see “Note 3—Restatement of Financial Statements” to the accompanying financial statements as of March 31, 2021 and for the three months period ended March 31, 2021 and “Note 2—Restatement of Financial Statements” to the accompanying financial statements as of December 31, 2020 and for the period from June 24, 2020 (inception) through December 31, 2020.

As part of the restatement, we identified a material weakness in our internal controls over financial reporting, see “We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

As a result of such material weakness, the restatement, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this report, we have no knowledge of any such litigation or dispute. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a business combination.

We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting,

 

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such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the restatement of our audited financial statements for the year ended December 31, 2020, our management reassessed the effectiveness of its disclosure controls and procedures as of December 31, 2020. As a result of that reassessment, we identified a material weakness in our internal control over financial reporting related to the accounting for a significant and unusual transaction related to the warrants we issued in connection with the GWAC’s IPO. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2020. This material weakness resulted in a material misstatement of our warrant liabilities, change in fair value of warrant liabilities, additional paid-in capital, accumulated deficit and related financial disclosures for the affected period.

To respond to this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. For a discussion of management’s consideration of the material weakness identified related to our accounting for a significant and unusual transaction related to the warrants we issued in connection with the GWAC’s IPO, see Note 2 to the accompanying GWAC’s audited financial statements included elsewhere in this proxy statement/prospectus.

Any failure to maintain such internal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Failure to timely file will cause us to be ineligible to utilize short form registration statements on Form S-3 or Form S-4, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue shares to effect an acquisition. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our consolidated financial statements.

The Sponsors, the Anchor Investors, and our officers and directors, have agreed to vote their Private Shares in favor of the Business Combination, regardless of how GWAC’s public stockholders vote.

As of the date of this proxy statement/prospectus, the Sponsor, the Anchor Investors and our officers and directors, own of record and are entitled to vote an aggregate of approximate 20.8% of the outstanding shares of GWAC common stock (excluding warrants). Pursuant to the GWAC Support Agreement and the GWAC Letter Agreement, they have agreed to vote their GWAC Founder Shares, GWAC Private Placement Shares and (except in the case of the Anchor Investors) any public shares held by them in favor of the Business Combination, regardless of how public stockholders vote. Accordingly, the agreement by the Sponsor, our officers and directors, to vote in favor of each of the proposals at the GWAC Special Meeting will increase the likelihood that GWAC will receive the requisite stockholder approval for the Business Combination and the transactions contemplated thereby.

 

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The Sponsor and some of GWAC’s directors and executive officers have interests in the Business Combination that are different from, or in addition to, those of GWAC’s stockholders generally in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.

When considering the GWAC Board’s recommendation that our stockholders vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus, our stockholders should be aware that the Sponsor and certain directors and officers of GWAC have interests in the Business Combination that are different from, or in addition to, the interests of our stockholders generally. These interests include:

 

   

the fact that the Founders have agreed not to redeem any of the GWAC Founder Shares in connection with a stockholder vote to approve the proposed Business Combination;

 

   

the continued right of the Founders to hold the New Cipher’s common stock and the shares of New Cipher common stock to be issued to the Sponsor upon exercise of its private placement warrants following the Transactions, subject to certain lock-up periods;

 

   

if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the completion window, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

 

   

the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the Business Combination;

 

   

the fact that the Founders will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated within the completion window;

 

   

the fact that the Founders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if we fail to complete an initial business combination within the completion window;

 

   

the fact that at the Closing, the Founder will enter into the Registration Rights Agreement with GWAC, Cipher and Bitfury Top HoldCo, which provides for, among other things, registration rights, including, among other things, customary demand, shelf and piggy-back rights, subject to certain restrictions and customary cut-back provisions with respect to the shares of New Cipher common stock or warrants to purchase shares of New Cipher common stock held by certain parties following the Closing;

 

   

the fact that the Sponsor owns in the aggregate 757,500 shares for which it paid an aggregate of $12,478.26; GWAC’s officers and directors own in the aggregate 775,000 shares for which they paid an aggregate of $4,666.67; GW Sponsor 2 LLC owns 562,500 Shares for which it paid $163,125. In the event that GWAC fails to conclude a business combination all of those investments will be lost. At the price at which the PIPE Investors have agreed to subscribe for Shares, the Shares owned by the Sponsor, GWAC’s officers and directors, and GW Sponsor 2 LLC would be worth $7,575,000, $7,750,000 and $5,625,000, respectively, if the Business Combination is consummated;

 

   

the fact that I-Bankers, an affiliate of the Sponsor, serves as advisor to GWAC in connection with the Business Combination. We will pay I-Bankers a cash fee for such services immediately before or after the consummation of our initial business combination in an amount equal to $7,650,000 or 4.5% of the gross proceeds of the GWAC’s IPO, including the proceeds from the partial exercise of the over-allotment option. In the absence of the consummation of an initial business combination I-Bankers will not receive any such fee; and

 

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the fact that one of our directors, Paul Fratamico, is an associated person and a Managing Director of I-Bankers. Mr. Fratamico may have a conflict of interest insofar as I-Bankers expects to receive a deferred underwriting fee of $7,650,000 for its services upon the consummation of the business combination.

The personal and financial interests of our officers and directors may have influenced their motivation in identifying and selecting Cipher, completing the Business Combination and may influence their operation of New Cipher following the Business Combination. This risk may become more acute as the deadline of July 22, 2022 for completing an initial business combination nears.

In addition, we have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

The GWAC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the GWAC’s shareholders that they vote “FOR” the proposals presented at the Special Meeting. In considering the recommendations of the GWAC Board to vote for the proposals, its shareholders should consider these interests.

The GWAC Board has not obtained a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination, and consequently, there is no assurance from an independent source that the merger consideration is fair to its stockholders from a financial point of view.

The GWAC Board is not required to, and did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Transactions. In analyzing the Business Combination, the GWAC Board and management conducted due diligence on Cipher. The fair market value of Cipher has been determined by GWAC Board based upon standards generally accepted by the financial community, such as potential sales and the price for which comparable businesses or assets have been valued. GWAC’s stockholders will be relying on the judgment of the GWAC Board with respect to such matters.

Accordingly, investors will be relying solely on the judgment of the GWAC Board in valuing Cipher’s business, and assuming the risk that the GWAC Board may not have properly valued such business. The lack of a third-party valuation or fairness opinion may also lead an increased number of stockholders to vote against the proposed business combination or demand redemption of their shares for cash, which could potentially impact GWAC’s ability to consummate the Business Combination. For more information on the GWAC Board’s decision-making process, see “Proposal No. 1—The Business Combination ProposalGWAC Board’s Reasons for the Business Combination.”

Furthermore, since the Sponsor and GWAC’s directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of our stockholders, a conflict of interest may have existed in determining whether the Business Combination with Cipher is appropriate as our initial business combination. See “—The Sponsor and some of GWAC’s directors and executive officers have interests in the Business Combination that are different from, or in addition to, other stockholders in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.”

 

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The Sponsor is liable to ensure that proceeds of the trust are not reduced by vendor claims in the event a business combination is not consummated. The Sponsor has also agreed to pay for any liquidation expenses if a business combination is not consummated. Such liability may have influenced the Sponsor’s decision to approve the Transactions.

If the Transactions or another business combination are not consummated by GWAC within the completion window, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by GWAC for services rendered or contracted for or products sold to GWAC. If GWAC consummates a business combination, including the Transactions, on the other hand, GWAC will be liable for all such claims. Neither GWAC nor the Sponsor has any reason to believe that the Sponsor will not be able to fulfill its indemnity obligations to GWAC. Please see the section entitled “Other Information Related to GWACLiquidation if no Business Combination” for further information.

These obligations of the Sponsor may have influenced the Sponsor’s decision to approve the Transactions and to continue to pursue such business combination. Each of the Founders has an indirect economic interest in the GWAC Founder Shares and the GWAC Private Placement Warrants purchased by the Sponsor as a result of his or her membership interest in the Sponsor. In considering the recommendations of the GWAC Board to vote for the Business Combination Proposal and the other Proposals described in this proxy statement/prospectus, GWAC’s stockholders should consider these interests.

The exercise of GWAC’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Transactions may result in a conflict of interest when determining whether such changes to the terms of the Transactions or waivers of conditions are appropriate and in GWAC’s stockholders’ best interest.

In the period leading up to Closing, events may occur that, pursuant to the Merger Agreement, would require GWAC to agree to amend the Merger Agreement, to consent to certain actions taken by Cipher or to waive rights that GWAC is entitled to under, or conditions of, the Merger Agreement. Such events could arise because of a request by Cipher to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Cipher’s business and would entitle GWAC to terminate the Merger Agreement. In any of such circumstances, it would be at GWAC’s discretion, acting through the GWAC Board, to grant its consent or waive those rights or conditions. The existence of the financial and personal interests of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is best for GWAC and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, GWAC does not believe there will be any material changes or waivers that GWAC’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus. While certain changes could be made without further shareholder approval, GWAC will circulate a new or amended proxy statement/prospectus or supplement thereto if changes to the terms of the Transactions that would have a material impact on its stockholders are required prior to the vote on the Business Combination Proposal.

If GWAC is unable to complete the Transactions or another initial business combination by July 22, 2022, GWAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the GWAC Board, dissolving and liquidating. In such event, third parties may bring claims against GWAC and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per share.

Under the terms of Current Certificate of Incorporation, GWAC must complete a business combination before the end of the completion window, or GWAC must cease all operations except for the purpose of winding up,

 

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redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the GWAC Board, dissolving and liquidating. In such event, third parties may bring claims against GWAC. Although GWAC has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of GWAC’s public stockholders. If GWAC is unable to complete a business combination within the completion window, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by GWAC for services rendered or contracted for or products sold to GWAC. However, they may not be able to meet such obligation. Therefore, the per-share distribution from the trust account in such a situation may be less than $10.00 due to such claims.

Additionally, if GWAC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if GWAC otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, GWAC may not be able to return to its public stockholders at least $10.00 per share.

Because Cipher is not conducting an underwritten offering of its securities, no underwriter has conducted due diligence of Cipher’s business, operations or financial condition or reviewed the disclosure in this proxy statement/prospectus.

Section 11 of the Securities Act (“Section 11”) imposes liability on parties, including underwriters, involved in a securities offering if the registration statement contains a materially false statement or material omission. To effectively establish a due diligence defense against a cause of action brought pursuant to Section 11, a defendant, including an underwriter, carries the burden of proof to demonstrate that he or she, after reasonable investigation, believed that the statements in the registration statement were true and free of material omissions. In order to meet this burden of proof, underwriters in a registered offering typically conduct extensive due diligence of the registrant and vet the registrant’s disclosure. Such due diligence may include calls with the issuer’s management, review of material agreements, and background checks on key personnel, among other investigations.

Because Cipher intends to become publicly traded through a business combination with GWAC, a special purpose acquisition company, rather through an underwritten offering of its ordinary shares, no underwriter is involved in the transaction. As a result, no underwriter has conducted diligence on Cipher or GWAC in order to establish a due diligence defense with respect to the disclosure presented in this proxy statement/prospectus. If such investigation had occurred, certain information in this proxy statement/prospectus may have been presented in a different manner or additional information may have been presented at the request of such underwriter.

GWAC’s stockholders may be held liable for claims by third parties against GWAC to the extent of distributions received by them.

If GWAC is unable to complete the Transactions or another business combination within the completion window, GWAC will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and the GWAC Board, dissolve and

 

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liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. GWAC cannot assure you that it will properly assess all claims that may be potentially brought against GWAC. As such, GWAC’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, GWAC cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by GWAC.

If GWAC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by GWAC’s stockholders. Furthermore, because GWAC intends to distribute the proceeds held in the trust account to its public stockholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, the GWAC Board may be viewed as having breached their fiduciary duties to GWAC’s creditors and/or may have acted in bad faith, and thereby exposing itself and GWAC to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. GWAC cannot assure you that claims will not be brought against it for these reasons.

Upon the completion of the Business Combination, Bitfury Top HoldCo will be New Cipher’s controlling shareholder and, as such, may be able to control our strategic direction and exert substantial influence over all matters submitted to our stockholders for approval, including the election of directors and amendments of our organizational documents, and an approval right over any acquisition or liquidation of New Cipher.

Upon the completion of the Business Combination, including the PIPE Financing and the Bitfury Private

Placement, Bitfury Top HoldCo will hold between approximately 77.66% (if no GWAC Common Shares are redeemed) and approximately 82.3% (if all 15.1 million of GWAC Common Shares are redeemed) of the New Cipher Common Stock. Accordingly, upon the completion of the Business Combination, Bitfury Top HoldCo will be able to control or exert substantial influence over all matters submitted to our stockholders for approval, including the election of directors and amendments of our organizational documents, and an approval right over any acquisition or liquidation of New Cipher.

Bitfury Top HoldCo may have interests that differ from those of the other stockholders and may vote in a way with which the other stockholders disagree and which may be adverse to their interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of New Cipher, could deprive New Cipher’s stockholders of an opportunity to receive a premium for their capital stock as part of a sale of New Cipher, and might ultimately affect the market price of shares of New Cipher Common Stock.

Furthermore, Bitfury Top HoldCo is our counterparty under the Master Services and Supply Agreement. For further details, see “Information about Cipher—Material Agreements—Master Services and Supply Agreement” and “—Bitfury Top HoldCo is our counterparty under the Master Services and Supply Agreement and is a holding company with limited assets.” The Master Services and Supply Agreement will constitute a related-party transaction, see “Certain Relationships and Related Person Transactions—Cipher’s Related Party Transaction—Master Services and Supply Agreement”. Following the Business Combination, Bitfury Top HoldCo will be entitled to appoint a majority of the members of the New Cipher Board, and it will have the power to determine the decisions to be taken at New Cipher’s shareholder meetings on matters of New Cipher’s management that require the prior authorization of our shareholders, including in respect of related party transactions, such as the Master Services and Supply Agreement, corporate restructurings and the date of payment of dividends and other capital distributions. Thus, the decisions of Bitfury Top HoldCo as our controlling shareholder on these matters, including its decisions with respect to its or New Cipher’s performance under the Master Services and Supply Agreement, may be contrary to the expectations or preferences of New Cipher Common Stock holders and could have a material adverse effect on our business, prospects, financial condition, and operating results.

 

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Bitfury Top HoldCo is our counterparty under the Master Services and Supply Agreement and is a holding company with limited assets.

Bitfury Top HoldCo is our counterparty under the Master Services and Supply Agreement. For further details on the Master Services and Supply Agreement, see “Information about Cipher—Material Agreements—Master Services and Supply Agreement”. To extent that we decide to order any equipment and/or services from Bitfury Top HoldCo under this agreement, we may be exposed to risk as Bitfury Top HoldCo’s decisions on various matters, including its decisions with respect to its or New Cipher’s performance under the Master Services and Supply Agreement, may be contrary to the expectations or preferences of New Cipher Common Stock holders.

For example, because the Bitfury Group also has its own mining operations outside of the United States, there is a risk that Bitfury Top HoldCo may refuse to deliver the equipment or services that we may seek to order under the Master Services and Supply Agreement if it perceives that it may deliver that equipment or those services on more economically advantageous terms to other third parties or to other companies of the Bitfury Group. If we decide to use the Master Services and Supply Agreement to obtain any equipment and/or services for our operations and Bitfury Top HoldCo is unable, refuses or fails to perform its obligations under the Master Services and Supply Agreement, whether due to certain economic or market conditions, bankruptcy, insolvency, lack of liquidity, operational failure, fraud, or for any other reason, we may have limited recourse to collect damages in the event of its default, given that Bitfury Top HoldCo is a holding company with limited assets. Non-performance or default risk by any of our suppliers could have a material adverse effect on our future results of operations, financial condition and cash flows.

Upon the completion of the Business Combination, any offer or sale by the Cipher’s stockholder, Bitfury Top HoldCo, of the New Cipher Common Stock or securities in the Bitfury Top HoldCo itself or another entity that may have a direct or indirect control over New Cipher could have a negative effect on the price and trading volume of New Cipher Common Stock.

Upon the completion of the Business Combination, including the PIPE Financing and the Bitfury Private Placement, Bitfury Top HoldCo will hold between approximately 77.66% (if no GWAC Common Shares are redeemed) and approximately 82.3% (if all 15.1 million of GWAC Common Shares are redeemed) of the New Cipher Common Stock. The market price and trading volume of the New Cipher Common Stock could be adversely affected by, among other factors, sales of substantial amounts of common stock in the public market, investor perception that substantial amounts of common stock could be sold or by the fact or perception of other events that could have a negative effect on the market for the New Cipher Common Stock.

In the future, upon expiration of its respective lock-up, Bitfury Top HoldCo may offer or sell the New Cipher Common Stock on the market. Furthermore, at any time, Bitfury Top HoldCo may engage in capital markets transactions with respect to securities in Bitfury Top HoldCo itself or another entity that may have direct or indirect control over New Cipher.

Any future transactions by Bitfury Top HoldCo with other investors, such as the ones listed above, could decrease the price and trading volume of the New Cipher Common Stock. Furthermore, as the cryptocurrency industry is developing and investments in cryptocurrency and cryptocurrency-related securities may still be highly speculative, it can contribute to any potential price volatility of the New Cipher Common Stock and exacerbate any effects of the risks discussed above.

Activities taken by existing GWAC’s shareholders to increase the likelihood of approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus could have a depressive effect on GWAC’s securities.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding GWAC or its securities, the Sponsor, directors, officers, advisors or any of their respective

 

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affiliates and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of GWAC Common Stock or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Transactions where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on GWAC’s securities. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares they own, either prior to or immediately after the special meeting.

GWAC’s stockholders will experience dilution as a consequence of, among other transactions, the issuance of New Cipher common stock as consideration in the Business Combination and due to future issuances pursuant to the Incentive Award Plan. Having a minority share position in New Cipher may reduce the influence that GWAC’s current stockholders have on the management of New Cipher.

It is anticipated that, upon completion of the Business Combination, (i) Bitfury Top HoldCo including through the Bitfury Private Placement (as defined below), will own, collectively, approximately 77.66% of the outstanding New Cipher Common Stock; (ii) GWAC’s public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 6.44% of the outstanding New Cipher Common Stock; (iii) the PIPE Investors (for the avoidance of doubt, excluding Bitfury Top HoldCo) will own approximately 14.20% of the outstanding New Cipher Common Stock; (iv) the Sponsor (and its affiliates) will own approximately 0.29% of the outstanding New Cipher Common Stock, and (v) the Private Placement Shareholders (as defined below) will own approximately 1.41% of the outstanding New Cipher Common Stock, in each case, on a fully diluted net exercise basis. These indicative levels of ownership interest: (i) exclude the impact of the shares of GWAC’s underlying warrants, (ii) assume that no public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in the trust account and (iii) assume the transaction expenses of the parties to the Merger Agreement of approximately $44 million. These indicative levels of ownership interest would amount to approximately 82.43%, 0.72%, 15.07%, 0.30% and 1.50% respectively, assuming the maximum redemptions scenario, where 15.1 million of GWAC Common Stock are redeemed (and 1.9 million shares of GWAC Common Stock are not redeemed) in which case, GWAC will still have sufficient cash to satisfy the Available Closing GWAC Cash requirement of $400.0 million provided for in the Merger Agreement.

In addition, Cipher employees, directors and consultants hold, and after the business combination, may be granted, equity awards and/or purchase rights under the Incentive Award Plan. You will experience additional dilution when those equity awards and purchase rights become vested and settled or exercisable, as applicable, for shares of New Cipher common stock.

The issuance of additional shares of New Cipher common stock will significantly dilute the equity interests of existing holders of GWAC securities and may adversely affect prevailing market prices for New Cipher common stock or public warrants. Having a minority ownership interest in New Cipher may reduce the influence that GWAC’s current public stockholders have on the management of New Cipher.

The Sponsor, Bitfury Top HoldCo and the PIPE Investors will beneficially own a significant equity interest in GWAC and may take actions that conflict with your interests.

The interests of the Sponsor, Bitfury Top HoldCo and the PIPE Investors may not align with the interests of GWAC and its other stockholders. The Sponsor, Bitfury Top HoldCo and the PIPE Investors are each in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with GWAC. The Sponsor, Bitfury Top HoldCo and the PIPE Investors, and their respective affiliates, may also pursue acquisition opportunities that may be complementary to GWAC’s business and, as a result, those acquisition opportunities may not be available to us. The Proposed Certificate of Incorporation

 

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provides that certain parties may engage in competitive businesses and renounces any entitlement to certain corporate opportunities offered to the PIPE Investors or any of their managers, officers, directors, equity holders, members, principals, affiliates and subsidiaries (other than GWAC and its subsidiaries) that are not expressly offered to them in their capacities as directors or officers of GWAC. The Proposed Certificate of Incorporation also provides that certain parties or any of their managers, officers, directors, equity holders, members, principals, affiliates and subsidiaries (other than GWAC and its subsidiaries) do not have any fiduciary duty to refrain from engaging, directly or indirectly, in the same or similar business activities or lines of business as GWAC or any of its subsidiaries.

We may issue additional shares of New Cipher common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.

We may issue additional shares of New Cipher common stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or under the Incentive Award Plan, without stockholder approval, in a number of circumstances.

Our issuance of additional shares of New Cipher common stock or other equity securities of equal or senior rank could have the following effects:

 

   

your proportionate ownership interest in GWAC will decrease;

 

   

the relative voting strength of each previously outstanding share of GWAC Common Stock may be diminished; or

 

   

the market price of our shares of GWAC stock may decline.

Cipher’s financial forecasts, which were presented to the GWAC Board and are included in this proxy statement/prospectus, may not prove accurate.

In connection with the Transactions, GWAC management presented certain forecasted financial information for Cipher to the GWAC Board, which was internally prepared and provided by Cipher, and adjusted by GWAC management to take into consideration the consummation of the Transactions (assuming that no shares of GWAC Common Stock are elected to be redeemed by GWAC’s shareholders), as well as certain adjustments that were appropriate in their judgment and experience. The forecasts were based on numerous variables and assumptions known to Cipher and GWAC at the time of preparation. Such variables and assumptions are inherently uncertain and many are beyond the control of Cipher or GWAC. Important factors that may affect actual results and cause the forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to the businesses of Cipher (including its ability to achieve a timely buildout of operations, strategic goals, objectives and targets over applicable periods), industry performance, the competitive environment, changes in technology, general business and economic conditions. Various assumptions underlying the forecasts may prove to not have been, or may no longer be, accurate. The forecasts may not be realized, and actual results may be significantly higher or lower than projected in the forecasts. The forecasts also reflect assumptions as to certain business strategies or plans that are subject to change. As a result, the inclusion of such forecasts in this proxy statement/prospectus should not be relied on as “guidance” or otherwise predictive of actual future events, and actual results may differ materially from the forecasts.

GWAC and Cipher have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the business combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by GWAC if the Business Combination is not completed.

Each of GWAC and Cipher has incurred and expects that it will incur significant, non-recurring costs in connection with the Business Combination and operating as a public company following the Closing. GWAC

 

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and Cipher may also incur additional costs to retain key employees. GWAC and Cipher will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the Business Combination, which will be paid by New Cipher following the Closing. Even if the Business Combination is not completed, GWAC expects to incur approximately $             million in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by GWAC if the Business Combination is not completed.

Warrants will become exercisable for New Cipher common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Outstanding warrants to purchase an aggregate of              shares of New Cipher common stock will become exercisable in accordance with the terms of the Warrant Agreement governing those securities. The exercise price of these warrants will be $11.50 per share. To the extent such warrants are exercised, additional shares of New Cipher common stock will be issued, which will result in dilution to the holders of New Cipher common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of New Cipher common stock. However, there is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless. See “—Even if GWAC consummates the Business Combination, there is no guarantee that the GWAC Public Warrants will ever be in the money, and they may expire worthless.”

Even if GWAC consummates the Business Combination, there is no guarantee that the GWAC Public Warrants will ever be in the money, and they may expire worthless.

The exercise price for GWAC Public Warrants is $11.50 per share of GWAC Common Stock. There is no guarantee that the GWAC Public Warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless. If GWAC is unable to complete an initial business combination, GWAC’s Public Warrants may expire worthless.

The consummation of the Merger is subject to a number of conditions and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed.

The Merger Agreement is subject to a number of conditions which must be fulfilled in order to complete the Merger. These conditions to the Closing may not be fulfilled in a timely manner or at all, and, accordingly, the Merger may not be completed. In addition, the parties can mutually decide to terminate the Merger Agreement at any time, before or after stockholder approval, or GWAC or Cipher may elect to terminate the merger agreement in certain other circumstances. See “Proposal No.1—The Business Combination Proposal—The Merger Agreement—Termination”.

Termination of the Business Combination could negatively impact GWAC and Cipher.

If the Business Combination is not completed for any reason, including as a result of GWAC or Bitfury Top HoldCo declining to approve the proposals required to effect the Merger, the ongoing business of GWAC may be adversely impacted and, without realizing any of the anticipated benefits of completing the Business Combination, GWAC would be subject to a number of risks, including the following:

 

   

GWAC may experience negative reactions from the financial markets, including negative impacts on its stock price (including to the extent that the current market price reflects a market assumption that the merger will be completed);

 

   

GWAC will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not it is completed; and

 

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since the Merger Agreement restricts the conduct of GWAC’s businesses prior to completion of the Merger, GWAC may not have been able to take certain actions during the pendency of the Merger that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the United States, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

 

   

changes in the valuation of our deferred tax assets and liabilities;

 

   

expected timing and amount of the release of any tax valuation allowances;

 

   

tax effects of stock-based compensation;

 

   

costs related to intercompany restructurings;

 

   

changes in tax laws, regulations or interpretations thereof; or

 

   

lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

In addition, we may be subject to audits of our income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

Following the Closing, GWAC’s only significant asset will be its ownership interest in the Cipher business and such ownership may not be sufficiently profitable or valuable to enable GWAC to pay any dividends on New Cipher common stock or satisfy GWAC’s other financial obligations.

Following the Closing, GWAC will have no direct operations and no significant assets other than its ownership interest in the Cipher business. GWAC will depend on the Cipher business for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company and to pay any dividends with respect to New Cipher common stock. The earnings from, or other available assets of, the Cipher business may not be sufficient to pay dividends or make distributions or loans to enable GWAC to pay any dividends on New Cipher common stock or satisfy our other financial obligations.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to the business combination. Please see the sections titled “GWAC’s Management’s Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources” and “Cipher’s Management’s Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources” for more information.

Following the Closing, New Cipher may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on New Cipher’s financial condition, results of operations and its stock price, which could cause you to lose some or all of your investment.

Although GWAC has conducted due diligence on the Cipher business, GWAC cannot assure you that this diligence will surface all material issues that may be present in such business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Cipher

 

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business and outside of GWAC’s and Cipher’s control will not later arise. As a result of these factors, New Cipher may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if GWAC’s due diligence successfully identifies certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with GWAC’s preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on New Cipher’s financial condition and results of operations and could contribute to negative market perceptions about our securities or New Cipher

Accordingly, any of GWAC’s stockholders or warrant holders who choose to remain stockholders or warrant holders of New Cipher following the business combination could suffer a reduction in the value of their shares and warrants. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our directors or officers of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to the business combination contained an actionable material misstatement or material omission.

A market for GWAC’s securities may not continue, which would adversely affect the liquidity and price of GWAC’s securities.

GWAC is currently a blank check company and there has not been a public market for shares of Cipher common stock since it is a private company. Following the Business Combination, the price of GWAC’s securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for GWAC’s securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of GWAC’s securities after the Business Combination can vary due to general economic conditions and forecasts, GWAC’s general business condition and the release of GWAC’s financial reports.

In the absence of a liquid public trading market:

 

   

you may not be able to liquidate your investment in shares of the GWAC Common Stock;

 

   

you may not be able to resell your shares of GWAC Common Stock at or above the price attributed to them in the Business Combination;

 

   

the market price of shares of GWAC Common Stock may experience significant price volatility; and

 

   

there may be less efficiency in carrying out your purchase and sale orders.

Additionally, if GWAC’s securities become delisted from the Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of GWAC’s securities may be more limited than if GWAC was quoted or listed on the Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

If the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of New Cipher common stock may decline.

If the benefits of the Business Combination do not meet the expectations of investors, stockholders or securities analysts, the market price of New Cipher common stock following the Closing may decline. The market price of New Cipher common stock at the time of the Business Combination may vary significantly from the market price of GWAC Common Stock on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which GWAC’s stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of GWAC’s securities could contribute to the loss of all or part of your investment. Immediately prior to the Business Combination, there has not been a

 

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public market for stock relating to the Cipher business and trading in shares of GWAC Common Stock has not been active. Accordingly, the valuation ascribed to the Cipher business and GWAC Common Stock in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination.

The trading price of New Cipher common stock following the business combination may fluctuate substantially and may be lower than the current market price of GWAC Common Stock. This may be especially true for companies like ours with a small public float. If an active market for GWAC’s securities develops and continues, the trading price of GWAC’s securities following the business combination could be volatile and subject to wide fluctuations. The trading price of New Cipher common stock following the Business Combination will depend on many factors, including those described in this “Risk Factors” section, many of which are beyond New Cipher’s control and may not be related to New Cipher’s operating performance. These fluctuations could cause you to lose all or part of your investment in New Cipher common stock since you might be unable to sell your shares at or above the price attributed to them in the Business Combination.

In evaluating Cipher’s business for the Business Combination, our management has relied on the availability of all of the funds from the PIPE Financing and the Bitfury Private Placement in connection with the Merger. If the sale of some or all of the subscription shares fails to close, we may lack sufficient funds to consummate the Business Combination.

In connection with the Business Combination, we entered into the Subscription Agreements for the PIPE Financing and the Bitfury Private Placement for an aggregate $425.0 million consideration to close concurrently with the Business Combination. The funds from the sale of these subscription shares may be used to pay expenses in connection with the Business Combination or for working capital of New Cipher. The obligations under the subscription agreements do not depend on whether any public stockholders elect to redeem their shares and provide us with a minimum funding level to consummate the Business Combination. However, if the PIPE Financing or the Bitfury Private Placement does not close for any reason, including by reason of the failure by some or all of the investors, as applicable, to fund the purchase price for their respective subscriptions, for example, we may be forced to change our operational buildout plans or we may lack sufficient funds to consummate the Business Combination.

The unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what New Cipher’s actual financial position or results of operations would have been.

GWAC and Cipher currently operate as separate companies and have had no prior history as a combined entity, and GWAC’s and Cipher’s operations have not previously been managed on a combined basis. The pro forma financial information included in this proxy statement/prospectus is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of Cipher. The pro forma statement of operations does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of future market conditions on revenues or expenses. The pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” has been derived from GWAC’s and Cipher’s historical financial statements and certain adjustments and assumptions have been made regarding Cipher after giving effect to the Business Combination. There may be differences between preliminary estimates in the pro forma financial information and the final acquisition accounting, which could result in material differences from the pro forma information presented in this proxy statement/prospectus in respect of the estimated financial position and results of operations of Cipher.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect New Cipher’s financial condition or results of operations following the Closing. Any

 

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potential decline in Cipher’s financial condition or results of operations may cause significant variations in the stock price New Cipher.

During the pendency of the Business Combination, GWAC will not be able to solicit, initiate or take any action to facilitate or encourage any inquiries or the making, submission or announcement of, or enter into a business combination with another party because of restrictions in the Merger Agreement. Furthermore, certain provisions of the Merger Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.

During the pendency of the Business Combination, GWAC will not be able to enter into a business combination with another party because of restrictions in the Merger Agreement. Furthermore, certain provisions of the Merger Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement, in part because of the inability of the GWAC Board to change its recommendation in connection with the Business Combination. The Merger Agreement does not permit our board of directors to change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify its recommendation in favor of adoption of the Proposals.

Certain covenants in the Merger Agreement impede the ability of GWAC to make acquisitions or complete certain other transactions pending completion of the Business Combination. As a result, GWAC may be at a disadvantage to its competitors during that period. In addition, if the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Merger Agreement due to the passage of time during which these provisions have remained in effect.

We are an Emerging Growth Company

We are an “emerging growth company” as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (i) December 31, 2025, the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act; (ii) the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under applicable SEC rules.

We expect that we will remain an emerging growth company for the foreseeable future but cannot retain our emerging growth company status indefinitely and will no longer qualify as an emerging growth company on or before December 31, 2025. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

 

   

being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

 

   

not being required to comply with the requirement of auditor attestation of our internal controls over financial reporting;

 

   

not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

 

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reduced disclosure obligations regarding executive compensation; and

 

   

not being required to hold a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

For as long as we continue to be an emerging growth company, we expect that we will take advantage of the reduced disclosure obligations available to us as a result of that classification. We have taken advantage of certain of those reduced reporting burdens in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

An emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the dates on which adoption of such standards is required for other public reporting companies.

We are also a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and have elected to take advantage of certain of the scaled disclosure available for smaller reporting companies.

Risks Related to the Redemption

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to GWAC prior to the consummation of the Business Combination.

There is no guarantee that a public stockholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.

No assurance can be given as to the price at which a public stockholder may be able to sell the shares of New Cipher common stock in the future following the completion of the Business Combination. Certain events following the consummation of any business combination, including the Business Combination, may cause an increase in New Cipher stock price, and may result in a realization of a lower value now than a GWAC stockholder might realize in the future had the stockholder not elected to redeem such stockholder’s public shares.

Similarly, if a GWAC public stockholder does not redeem his, her or its shares, such stockholder will bear the risk of ownership of New Cipher common stock after the consummation of the Business Combination, and there can be no assurance that a stockholder can sell his, her or its shares of Business Combination common stock in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A public stockholder should consult his, her or its own tax and/or financial advisor for assistance on how this may affect its individual situation.

If GWAC public stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their public shares for a pro rata portion of the funds held in the Trust Account.

Regardless whether they vote for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus and whether they held GWAC common stock as of the GWAC record date or acquired them after the GWAC record date, holders of GWAC public shares may exercise their rights to redeem their public shares for a pro rata portion of the Trust Account. To exercise their redemption rights, holders are required to deliver their stock, either physically or electronically using the DWAC System, to GWAC’s transfer

 

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agent prior to the vote at the GWAC Special Meeting. If a holder properly seeks redemption as described in this proxy statement/prospectus and the merger with Cipher is consummated, GWAC will redeem these shares for a pro rata portion of funds deposited in the Trust Account, and the holder will no longer own such shares following the merger. See “Special Meeting of GWAC’s Shareholders—Redemption Rights” for additional information on how to exercise your redemption rights.

GWAC does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for GWAC to complete the Business Combination with which a substantial majority of GWAC’s shareholders do not agree.

GWAC’s existing charter does not provide a specified maximum redemption threshold, except that GWAC will not redeem public shares in an amount that would cause GWAC’s net tangible assets to be less than $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act). However, the Merger Agreement provides that GWAC’s and Cipher’s respective obligations to consummate the business combination are conditioned on GWAC having Available Closing GWAC Cash of at least $400.0 million as of the Closing. As a result, GWAC may be able to complete the Business Combination even though a substantial portion of public stockholders do not approve the business combination and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to the Sponsor, directors or officers or their affiliates. As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of public shares by GWAC or the persons described above have been entered into with any such investor or holder. GWAC will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the other proposals (as described in this proxy statement/prospectus) at the special meeting.

If you or a “group” of stockholders of which you are a part is deemed to hold an aggregate of more than 10% of the public shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 10% of the public shares.

A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its public shares or, if part of such a group, the group’s public shares, in excess of 10% of the public shares unless such stockholder first obtains GWAC’s prior consent. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, GWAC will require each public stockholder seeking to exercise redemption rights to certify to GWAC whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to GWAC at that time, such as Schedule 13D, Schedule 13G and Section 16 filings under the Exchange Act, will be the sole basis on which GWAC makes the above-referenced determination.

Your inability to redeem any such excess public shares will reduce your influence over GWAC’s ability to consummate the Business Combination and could result in you suffering a material loss on your investment in GWAC if you sell such excess public shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if GWAC consummates the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 10% of the shares sold in the GWAC’s IPO and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. GWAC cannot assure you that the value of such excess public shares will appreciate over time following the Business Combination or that the market price of the public shares will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge GWAC’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

 

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However, GWAC’s stockholders’ ability to vote all of their public shares (including such excess shares) for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus is not restricted by this limitation on redemption.

Additional Risks Relating to Ownership of New Cipher Common Stock Following the Business Combination

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts or for other reasons, the market price of GWAC’s securities, prior to the Closing, or New Cipher’s securities, following the Business Combination, may decline.

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of GWAC’s securities prior to the Closing may decline. The market values of New Cipher’s securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which GWAC’s stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of New Cipher’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Cipher’s securities. Accordingly, the valuation ascribed to Cipher may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for New Cipher’s securities develops and continues, the trading price of New Cipher’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond New Cipher’s control. Any of the factors listed below could have a negative impact on your investment in New Cipher’s securities and New Cipher’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of New Cipher’s securities may not recover and may experience a further decline.

Factors affecting the trading price of New Cipher’s securities may include:

 

   

changes in financial estimates by New Cipher or by any securities analysts who might cover its stock;

 

   

proposed changes to laws in the U.S. or foreign jurisdictions relating to New Cipher’s business, or speculation regarding such changes;

 

   

delays, disruptions or other failures in the supply of cryptocurrency hardware, including chips;

 

   

conditions or trends in the digital assets industries and, specifically cryptoasset mining space;

 

   

stock market price and volume fluctuations of comparable companies;

 

   

fluctuations in prices of Bitcoin and other cryptocurrencies;

 

   

announcements by New Cipher or its competitors of significant acquisitions, strategic partnerships or divestitures;

 

   

significant lawsuits or announcements of investigations or regulatory scrutiny of its operations or lawsuits filed against New Cipher;

 

   

recruitment or departure of key personnel;

 

   

investors’ general perception of New Cipher’s business or management;

 

   

trading volume of New Cipher Common Stock;

 

   

overall performance of the equity markets;

 

   

publication of research reports about New Cipher or its industry or positive or negative recommendations or withdrawal of research coverage by securities analysts;

 

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the impacts of the ongoing COVID-19 pandemic and related restrictions;

 

   

general political and economic conditions; and

 

   

other events or factors, many of which are beyond Cipher’s control.

In addition, in the past, stockholders have initiated class action lawsuits against public companies following periods of volatility in the market prices of these companies’ stock. Such litigation, if instituted against New Cipher, could cause it to incur substantial costs and divert management’s attention and resources from its business.

Upon completion of the Business Combination, New Cipher will be a “controlled company” within the meaning of Nasdaq listing rules and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

As a result of Bitfury Top HoldCo holding more than 50% of the voting power for our board of directors described above, we are a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market LLC, or the Nasdaq listing rules. Therefore, we will not be required to comply with certain corporate governance rules that would otherwise apply to us as a listed company on The Nasdaq Stock Market LLC, or Nasdaq, including the requirement that compensation committee and nominating and corporate governance committee be composed entirely of “independent” directors (as defined by the Nasdaq listing rules). As a “controlled company” our board of directors will not be required to include a majority of “independent” directors. We presently do not intend to rely on those exemptions. However, we cannot guarantee that this may not change going forward.

Should the interests of Bitfury Top HoldCo differ from those of other stockholders, it is possible that the other stockholders might not be afforded such protections as might exist if our board of directors, or such committees, were required to have a majority, or be composed exclusively, of directors who were independent of Bitfury Top HoldCo or our management. See also “Risk Factors—Risks Related to GWAC and the Business Combination— Upon the completion of the Business Combination, Bitfury Top HoldCo will be New Cipher’s controlling shareholder and, as such, may be able to control our strategic direction and exert substantial influence over all matters submitted to our stockholders for approval, including the election of directors and amendments of our organizational documents, and an approval right over any acquisition or liquidation of New Cipher.”

New Cipher’s continued eligibility for listing on Nasdaq will depend on New Cipher’s compliance with the Nasdaq’s continued listing standards and may depend on the number of our shares that are redeemed.

In connection with the completion of the Business Combination, we intend to list New Cipher Common Stock and warrants on the Nasdaq under the symbols “CIFR” and “CIFRW,” respectively. New Cipher’s continued eligibility for listing will depend on New Cipher’s compliance with the continued listing standards of Nasdaq and may depend on the number of our shares that are redeemed.

If, after the Business Combination, Nasdaq delists New Cipher’s shares from trading on its exchange for failure to meet the listing standards, New Cipher and its stockholders could face significant negative consequences including:

 

   

limited availability of market quotations for New Cipher’s securities;

 

   

reduced liquidity for New Cipher’s securities;

 

   

a determination that New Cipher Common Stock is a “penny stock” which will require brokers trading in New Cipher Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of New Cipher Common Stock;

 

   

a limited amount of analyst coverage; and

 

   

a decreased ability to issue additional securities or obtain additional financing in the future.

 

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The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If New Cipher’s securities were not listed on the Nasdaq, such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities because states are not preempted from regulating the sale of securities that are not covered securities.

Following the completion of the Business Combination, New Cipher will incur significant increased expenses and administrative burdens as a public company, which could negatively impact its business, financial condition and results of operations.

Following the completion of the Business Combination, New Cipher will face increased legal, accounting, administrative and other costs and expenses as a public company that Cipher does not incur as a private company. For example, we will be subject to the reporting requirements of the Exchange Act, and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations of the SEC and Nasdaq, including the establishment and maintenance of effective disclosure and financial controls, changes in corporate governance practices and required filing of annual, quarterly and current reports with respect to our business and results of operations. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require New Cipher to carry out activities Cipher has not done previously. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), New Cipher could incur additional costs rectifying those issues, and the existence of those issues could adversely affect New Cipher’s reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance.

We also expect that operating as a public company will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. This could also make it more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about New Cipher, its business, or its market, or if they change their recommendations regarding New Cipher’s securities adversely, the price and trading volume of New Cipher’s securities could decline.

The trading market for New Cipher’s securities will be influenced by the research and reports that industry or securities analysts may publish about New Cipher, its business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on New Cipher. If no securities or industry analysts commence coverage of New Cipher, New Cipher’s share price and trading volume would likely be negatively impacted. If any of the analysts who may cover New Cipher change their recommendation regarding New Cipher Common Stock adversely, or provide more favorable relative recommendations about its competitors, the price of New Cipher Common Stock would likely decline. If any analyst who may cover New Cipher were to cease coverage of New Cipher or fail to regularly publish reports on it, New Cipher could lose visibility in the financial markets, which in turn could cause its share price or trading volume to decline.

 

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Future sales, or the perception of future sales, by New Cipher stockholders in the public market following the merger could cause the market price for New Cipher Common Stock to decline.

The sale of shares of New Cipher Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of New Cipher Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for New Cipher to sell equity securities in the future at a time and at a price that it deems appropriate.

Upon consummation of the Business Combination, a total of approximately 263,978,000 shares of New Cipher Common Stock will be outstanding. All shares issued in the Business Combination will be freely tradable without registration under the Securities Act, and without restriction by persons other than New Cipher’s “affiliates” (as defined under Rule 144 of the Securities Act, “Rule 144”), including New Cipher’s directors, executive officers and other affiliates.

Contemporaneous with the Closing, New Cipher will enter into certain agreements restricting the transfer of New Cipher securities held by certain parties immediately following the Closing, including the Company Lock-Up Agreement and the Sponsor Lock-Up Agreement.

In the case of the Company Lock-Up Agreement, such restrictions begin at the Closing and end on the earlier of the date that is two years after the Closing, or upon the closing date of a merger, liquidation, stock exchange, reorganization or other similar transaction after the closing date that results in all of the public stockholders of New Cipher having the right to exchange their shares of common stock for cash securities or other property; provided (i) during the period beginning on the date that is six (6) months after the closing of the Merger and ending on the date that is one (1) year after such closing, the transfer restriction shall expire with respect to ten million (10,000,000) shares upon the earlier to occur of (i) the date on which the last reported sale price of the New Cipher Common Stock equals or exceeds $12.50 per share for any twenty (20) trading days within any thirty (30) trading day period that commences at least 90 days after the closing or one year after the closing, and (ii) during the period beginning on the date that is one (1) year after the such closing and ending on the date that is eighteen (18) months after the closing, the transfer restriction shall expire with respect to an additional twenty million (20,000,000) shares upon the earlier to occur of the date on which the last reported sale price of the New Cipher Common Stock equals or exceeds $12.50 per share for any twenty (20) trading days within any thirty (30) trading day period that commences at least 330 days after the closing or eighteen months after the closing, and (iii) eighteen (18) months after the closing, the transfer restriction shall expire with respect to any shares held by or subsequently acquired by the Stockholder that exceeds a total share ownership in New Cipher of 50.1% on a fully-diluted basis, and (iv) if at any time the closing sale price of New Cipher equals or exceeds $20.00 per share for any twenty (20) trading days within any thirty (30) trading day period that commences at least 90 days after the closing, then the date of commencement as well as the end date of each period referenced shall be accelerated by three (3) months.

In the case of the Sponsor Lock-Up Agreement, such restrictions begin at the Closing and end on the earlier of the date that is two years after the Closing, or upon the closing date of a merger, liquidation, stock exchange, reorganization or other similar transaction after the closing date that results in all of the public stockholders of New Cipher having the right to exchange their shares of common stock for cash securities or other property; provided (i) during the period beginning on the date that is six (6) months after the closing of the Merger and ending on the date that is one (1) year after such closing, the transfer restriction shall expire with respect to                  shares upon the earlier to occur of (i) the date on which the last reported sale price of the New Cipher Common Stock equals or exceeds $12.50 per share for any twenty (20) trading days within any thirty (30) trading day period that commences at least 90 days after the closing or one year after the closing, and (ii) during the period beginning on the date that is one (1) year after the such closing and ending on the date that is eighteen (18) months after the closing, the transfer restriction shall expire with respect to an additional                  shares, upon the earlier to occur of the date on which the last reported sale price of the New Cipher Common Stock equals or exceeds $12.50 per share for any twenty (20) trading days within any thirty (30) trading day period that

 

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commences at least 330 days after the closing or eighteen months after the closing, and (iii) eighteen (18) months after the closing, the transfer restriction shall expire with respect to any shares held by or subsequently acquired by the Stockholder that exceeds a total share ownership in New Cipher of 50.1% on a fully-diluted basis, and (iv) if at any time the closing sale price of New Cipher equals or exceeds $20.00 per share for any twenty (20) trading days within any thirty (30) trading day period that commences at least 90 days after the closing, then the date of commencement as well as the end date of each period referenced shall be accelerated by three (3) months.

The grant and future exercise of registration rights may adversely affect the market price of New Cipher shares upon consummation of the Business Combination.

Pursuant to the Registration Rights Agreement to be entered into in connection with the Business Combination and which is described elsewhere in this proxy statement/prospectus, the parties can each demand that New Cipher register their registrable securities under certain circumstances and will each also have piggyback registration rights for these securities in connection with certain registrations of securities that New Cipher undertakes. In addition, following the consummation of the Business Combination, New Cipher is required to file and maintain an effective registration statement under the Securities Act covering such securities and certain other securities of New Cipher.

The registration of these securities will permit the public sale of such securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of New Cipher shares following the completion of the Business Combination.

In addition, the shares of New Cipher Common Stock reserved for future issuance under the Incentive Award Plan will become eligible for sale in the public market once those shares are issued.

A total of approximately 7% of the fully diluted shares of New Cipher Common Stock common stock has been reserved for future issuance under its Incentive Award Plan, which amount will be subject to increase from time to time. The compensation committee of New Cipher Board may determine the exact number of shares to be reserved for future issuance under its Incentive Award Plan at its discretion. New Cipher is expected to file one or more registration statements on Form S-8 under the Securities Act to register shares of New Cipher Common Stock or securities convertible into or exchangeable for shares of New Cipher Common Stock issued pursuant to New Cipher’s Incentive Award Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

In the future, New Cipher may also issue its securities in connection with investments or acquisitions. The amount of shares of New Cipher Common Stock issued in connection with an investment or acquisition could constitute a material portion of New Cipher’s then-outstanding shares of common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to New Cipher’s stockholders.

Because there are no current plans to pay cash dividends on New Cipher Common Stock for the foreseeable future, you may not receive any return on investment unless you sell New Cipher Common Stock for a price greater than that which you paid for it.

New Cipher may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of New Cipher Board and will depend on, among other things, New Cipher’s results of operations, financial condition, cash requirements, contractual restrictions and other factors that New Cipher Board may deem relevant. In addition, New Cipher’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness it or its subsidiaries incur. As a

 

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result, you may not receive any return on an investment in New Cipher Common Stock unless you sell your shares of common stock for a price greater than that which you paid for it.

New Cipher may issue additional shares of its common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of New Cipher Common Stock.

Pursuant to the Incentive Award Plan, following the completion of the proposed transactions, New Cipher may issue an aggregate of approximately 7.8% of the fully diluted shares of New Cipher Common Stock a, which amount will be subject to increase from time to time. For additional information about this plan, please read the discussion under the headings “Proposal No. 3—The Incentive Plan Proposal” and “Cipher’s Executive Compensation—Employee Benefit Plans.” New Cipher may also issue additional shares of New Cipher Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances.

The issuance of additional shares or other equity securities of equal or senior rank would have the following effects:

 

   

existing stockholders’ proportionate ownership interest in New Cipher will decrease;

 

   

the amount of cash available per share, including for payment of dividends in the future, may decrease;

 

   

the relative voting strength of each previously outstanding New Cipher Common Stock may be diminished; and

 

   

the market price of New Cipher’s common stock may decline.

Anti-takeover provisions in the Proposed Certificate of Incorporation and under Delaware law could make an acquisition of New Cipher, which may be beneficial to its stockholders, more difficult and may prevent attempts by its stockholders to replace or remove New Cipher’s current management.

The Proposed Certificate of Incorporation that will be in effect upon completion of the Business Combination will contain provisions that may delay or prevent an acquisition of New Cipher or a change in its management in addition to the significant rights of Bitfury Top HoldCo as the holder of approximately 77.66% (if no GWAC Common Shares are redeemed) and approximately 82.3% (if all 15.1 million of GWAC Common Shares are redeemed) of New Cipher Common Stock. These provisions may make it more difficult for stockholders to replace or remove members of its board of directors. Because the board of directors is responsible for appointing the members of the management team, these provisions could in turn frustrate or prevent any attempt by its stockholders to replace or remove its current management. In addition, these provisions could limit the price that investors might be willing to pay in the future for shares of New Cipher Common Stock. Among other things, these provisions include:

 

   

the limitation of the liability of, and the indemnification of, its directors and officers;

 

   

a prohibition on actions by its stockholders except at an annual or Special Meeting of stockholders;

 

   

a prohibition on actions by its stockholders by written consent; and

 

   

the ability of the board of directors to issue preferred stock without stockholder approval, which could be used to institute a “poison pill” that would work to dilute the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by the board of directors.

Moreover, because New Cipher is incorporated in Delaware, it is governed by the provisions of Section 203 of the DGCL, which prohibits a person who owns 15% or more of its outstanding voting stock from merging or combining with New Cipher for a period of three years after the date of the transaction in which the person acquired 15% or more of New Cipher’s outstanding voting stock, unless the merger or combination is approved

 

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in a prescribed manner. This could discourage, delay or prevent a third party from acquiring or merging with New Cipher, whether or not it is desired by, or beneficial to, its stockholders. This could also have the effect of discouraging others from making tender offers for New Cipher Common Stock, including transactions that may be in its stockholders’ best interests. Finally, these provisions establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at stockholder meetings. These provisions would apply even if the offer may be considered beneficial by some stockholders. For more information, see “Description of Securities—New Cipher Common Stock”.

New Cipher’s Proposed Certificate of Incorporation that will be in effect upon the closing of the Business Combination will provide that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between New Cipher and its stockholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with New Cipher or its directors, officers or employees.

The Proposed Certificate of Incorporation will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law:

 

   

any derivative action or proceeding brought on New Cipher’s behalf;

 

   

any action asserting a breach of fiduciary duty;

 

   

any action asserting a claim against New Cipher arising under the DGCL or its Proposed Governing Documents; and

 

   

any action asserting a claim against New Cipher that is governed by the internal-affairs doctrine or otherwise related to New Cipher’s internal affairs.

To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, the Proposed Certificate of Incorporation further provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, New Cipher would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of its Proposed Certificate of Incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New Cipher or its directors, officers or other employees, which may discourage lawsuits against New Cipher and its directors, officers and other employees. If a court were to find either exclusive-forum provision in its Proposed Certificate of Incorporation to be inapplicable or unenforceable in an action, New Cipher may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could harm its business.

We may be subject to securities litigation, which is expensive and could divert management attention.

The market price of our securities may be volatile and, in the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm its business.

 

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Cipher does not intend to pay cash dividends for the foreseeable future.

Following the Business Combination, New Cipher currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of New Cipher Board and will depend on its financial condition, results of operations, capital requirements and future agreements and financing instruments, business prospects and such other factors as its board of directors deems relevant.

Risks If the Adjournment Proposal Is Not Approved

If the Adjournment Proposal is not approved by GWAC’s stockholders and an insufficient number of votes have been obtained to authorize the Closing, the GWAC Board will not have the ability to adjourn the Special Meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved.

The GWAC Board is seeking approval to adjourn the special meeting to a later date or dates if, at the Special Meeting, GWAC is unable to consummate the Business Combination. If the Adjournment Proposal is not approved, the GWAC Board will not have the ability to adjourn the Special Meeting to a later date and, therefore, the Business Combination would not be completed. If we do not consummate the Business Combination and fail to complete an initial business combination by July 22, 2022 (subject to the requirements of law), we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.

 

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SPECIAL MEETING OF GWAC’S SHAREHOLDERS

General

GWAC is furnishing this proxy statement/prospectus to GWAC’s stockholders as part of the solicitation of proxies by the GWAC Board for use at the Special Meeting of GWAC’s shareholders to be held on                 , 2021, and at any adjournment or postponement thereof. This proxy statement/prospectus provides GWAC’s stockholders with information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting.

Date, Time and Place of Special Meeting

The Special Meeting of stockholders will be held on                 , 2021, at     :     a.m., eastern time, in virtual format.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of common stock at the close of business on                 , 2021, which is the record date for the Special Meeting, or the GWAC Record Date. You are entitled to one vote for each share of common GWAC Common Stock that you owned as of the close of business on the GWAC Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the GWAC Record Date, there were              shares of GWAC Common Stock outstanding, of which              are Public Shares and              are Founder Shares.

Purpose of the Special Meeting

At the Special Meeting, GWAC is asking holders of GWAC Common Stock to vote on the following proposals:

 

   

The Business Combination Proposal—To consider and vote upon a proposal to approve the Merger Agreement and the transactions contemplated thereby (Proposal No. 1);

 

   

The Charter Proposal—To consider and vote upon a proposal to adopt the Proposed Certificate of Incorporation to replace the Current Certificate of Incorporation and to vote on separate proposals to approve, on a non-binding advisory basis, certain material differences between the Proposed Certificate of Incorporation and the Current Certificate of Incorporation (Proposal No. 2);

 

   

The Incentive Plan Proposal—To consider and vote upon a proposal to approve and adopt the Incentive Award Plan (Proposal No. 3);

 

   

The Director Election Proposal—To consider and vote upon a proposal to elect the seven (7) individuals as directors to the New Cipher Board, effective immediately upon the Closing of the Business Combination, with each Class I director having a term that expires immediately following New Cipher’s annual meeting of stockholders in 2022, each Class II director having a term that expires immediately following New Cipher’s annual meeting of stockholders in 2023 and each Class III director having a term that expires immediately following New Cipher’s annual meeting of stockholders in 2024, or, in each case, until their respective successor is duly elected and qualified, or until their earlier resignation, removal or death (Proposal No. 4);

 

   

The Nasdaq Proposal—To consider and vote upon, for purpose of complying with Nasdaq Listing Rule 5635, the issuance of GWAC Common Stock in connection with the Business Combination, the PIPE Financing and the Bitfury Private Placement (Proposal No. 5); and

 

   

The Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies

 

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in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Incentive Plan Proposal, the Director Election Proposal or the Nasdaq Proposal or we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived (Proposal No. 6).

Vote of The Named Sponsors, Directors and Officers

GWAC has entered an agreement with the Named Sponsors and GWAC’s directors and officers, pursuant to which each agreed to vote any shares of common stock owned by them in favor of each of the proposals presented at the Special Meeting.

The Named Sponsors and GWAC’s directors and officers have waived any redemption rights, including with respect to any Public Shares purchased in the GWAC’s IPO or in the aftermarket, in connection an initial business combination. No consideration was received by the Named Sponsors or GWAC’s directors or officers for their waiver of redemption rights. The Founder Shares held by the Initial Stockholders have no redemption rights upon our liquidation and will be worthless if no business combination is effected by us within the Completion Window. However, the Named Sponsors and GWAC’s directors and officers are entitled to redemption rights upon our liquidation with respect to any Public Shares they may own.

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of GWAC’s shareholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the issued and outstanding common stock entitled to vote as of the GWAC Record Date is represented in person (which would include presence at a virtual meeting) or by proxy. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The common stock owned by the Named Sponsors, who currently own         % of the issued and outstanding shares of common stock, will count towards this quorum. As of the GWAC Record Date,              shares of common stock would be required to achieve a quorum.

The approval of each of the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal, if presented, will require the affirmative vote of the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to each of the Business Combination Proposal, the Incentive Plan Proposal or the Adjournment Proposal, if presented, will have no effect on the Business Combination Proposal, the Incentive Plan Proposal or the Adjournment Proposal. The Named Sponsors and GWAC’s directors and officers have agreed to vote their shares of common stock in favor of each of the proposals presented at the Special Meeting.

The approval of the Charter Proposal will require the affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of common stock on the GWAC Record Date, voting together as a single class. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Proposal, will have the same effect as a vote “AGAINST” such proposal.

The election of directors pursuant to the Director Election Proposal is by a plurality of all of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting. This means that the seven director nominees who receive the most affirmative votes will be elected. Stockholders may not cumulate their votes with respect to the election of directors. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to election of directors, will have no effect on the election of directors.

 

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The Business Combination is conditioned on the approval of the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal and the Nasdaq Proposal at the Special Meeting, subject to the terms of the Merger Agreement. The Business Combination is not conditioned on the Director Election Proposal or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote.

It is important for you to note that in the event that the Business Combination Proposal, the Charter Proposal, or the Incentive Plan Proposal, or the Nasdaq Proposal do not receive the requisite vote for approval, GWAC will not consummate the Business Combination. If GWAC does not consummate the Business Combination and fails to complete an initial business combination within the Completion Window, it will be required to dissolve and liquidate the trust account by returning the then remaining funds in such account to its public stockholders.

Recommendation of GWAC Board

The GWAC Board unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Business Combination, were advisable, fair to, and in the best interests of, GWAC and its stockholders. Accordingly, the GWAC Board unanimously recommends that its stockholders vote “FOR” each of the Business Combination Proposal, the Charter Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Nasdaq Proposal.

In considering the recommendation of the GWAC Board to vote in favor of approval of the proposals, stockholders should keep in mind that the Sponsor and GWAC’s directors and officers have interests in such proposals that are different from, or in addition to, those of GWAC’s stockholders. Stockholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including the Business Combination Proposal. These interests include, among other things:

 

   

If the Business Combination with Cipher or another business combination is not consummated within the Completion Window, GWAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and the GWAC Board. Such shares had an aggregate market value of $                based upon the closing price of $                per share of GWAC Common Stock on the Nasdaq on                , 2021, the GWAC Record Date. Certain Founder Shares are subject to certain time- and performance-based vesting provisions as described under “Proposal No.1—The Business Combination Proposal—Related Agreements—Sponsor Lock-Up Agreement.

 

   

Cary Grossman will become a director of New Cipher after the closing of the Business Combination. As such, in the future he will receive any cash fees, stock options or stock awards that the Board determines to pay to its directors.

 

   

If GWAC is unable to complete a business combination within the Completion Window, its executive officers will be personally liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by GWAC for services rendered or contracted for or products sold to GWAC. If GWAC consummates a business combination, on the other hand, New Cipher will be liable for all such claims.

 

   

GWAC’s directors and officers, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on GWAC’s behalf, such as identifying and investigating possible business targets and business combinations. However, if GWAC fails to consummate a business combination within the Completion Window, they will not have any claim against the trust account for reimbursement. Accordingly, GWAC may not be able to reimburse these expenses if another business combination is not consummated within the Completion Window. Additionally, GWAC’s President and Chief Financial Officer are entitled to payment of monthly fees. In the case of GWAC’s President, a portion of such fees has accrued and will become payable on the consummation of the Business Combination. In the case of GWAC’s Chief Financial Officer, such fees are payable until the earlier of the consummation of GWAC’s initial business combination or our liquidation.

 

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The continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance.

Abstentions and Broker Non-Votes

Abstentions are considered present for the purposes of establishing a quorum and will have the same effect as a vote “AGAINST” the Charter Proposal. Broker non-votes are considered present for the purposes of establishing a quorum and will have the effect of a vote “AGAINST” the Charter Proposal. Abstentions and broker non-votes will have no effect on the Business Combination Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal.

In general, if your shares are held in “street” name and you do not instruct your broker, bank or other nominee on a timely basis on how to vote your shares, your broker, bank or other nominee, in its sole discretion, may either leave your shares unvoted or vote your shares on routine matters, but not on any non-routine matters. None of the proposals at the Special Meeting are routine matters. As such, without your voting instructions, your brokerage firm cannot vote your shares on any proposal to be voted on at the Special Meeting.

Voting Your Shares—Stockholders of Record

GWAC’s stockholders may vote electronically at the Special Meeting by visiting https://www.cstproxy.com/goodworksacquisition/sm2021 or by proxy. GWAC recommends that you submit your proxy even if you plan to attend the Special Meeting. If you vote by proxy, you may change your vote by submitting a later dated proxy before the deadline or by voting electronically at the Special Meeting.

If your shares are owned directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered, with respect to those shares, the “stockholder of record.” If your shares are held in a stock brokerage account or by a bank or other nominee or intermediary, you are considered the beneficial owner of shares held in “street name” and are considered a “non-record (beneficial) stockholder.”

If you are a GWAC stockholder of record you may use the enclosed proxy card to tell the persons named as proxies how to vote your shares. If you properly complete, sign and date your proxy card, your shares will be voted in accordance with your instructions. The named proxies will vote all shares at the Special Meeting for which proxies have been properly submitted and not revoked. If you sign and return your proxy card but do not mark your card to tell the proxies how to vote, your shares will be voted “FOR” each of the proposals presented at the Special Meeting.

Your shares will be counted for purposes of determining a quorum if you vote:

 

   

via the Internet;

 

   

by telephone;

 

   

by submitting a properly executed proxy card or voting instruction form by mail; or

 

   

electronically at the Special Meeting.

Abstentions will be counted for determining whether a quorum is present for the Special Meeting.

Voting instructions are printed on the proxy card or voting information form you received. Any of the above methods of submitting a proxy will enable your shares to be represented and voted at the Special Meeting.

Voting Your Shares—Beneficial Owners

If your shares are held in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and this proxy statement/prospectus is being sent to you by that broker,

 

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bank or other nominee. The broker, bank or other nominee holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the instructions that the broker, bank or other nominee provides you along with this proxy statement/prospectus. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your shares. As a beneficial owner, if you wish to vote at the Special Meeting, you will need to bring to the Special Meeting a legal proxy from your broker, bank or other nominee authorizing you to vote those shares. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of common stock.

Revoking Your Proxy

If you are a stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

 

   

you may send another proxy card with a later date;

 

   

you may notify GWAC’s Secretary in writing before the Special Meeting that you have revoked your proxy; or

 

   

you may attend the Special Meeting and vote electronically by visiting https://www.cstproxy.com/goodworksacquisition/sm2021 and entering the control number found on your proxy card, instruction form or notice you previously received. Attendance at the Special Meeting will not, in and of itself, revoke a proxy.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

No Additional Matters

The Special Meeting has been called only to consider the approval of the Business Combination Proposal, the Charter Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal. Under the Current Bylaws, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the Special Meeting.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your shares of GWAC common stock, you may call Morrow Sodali LLC, GWAC’s proxy solicitor, at (800) 662-5200 or GWAC at (713) 468-2717.

Redemption Rights

Holders of Public Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or abstain from voting on, the Business Combination Proposal. Any stockholder holding Public Shares may demand that GWAC redeem such shares for a pro rata portion of the trust account (which, for illustrative purposes, was $                per share as of                , 2021, the GWAC Record Date), calculated as of two business days prior to the anticipated consummation of the Business Combination. If a holder properly seeks redemption as described in this section and the Business Combination with Cipher is consummated, GWAC will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the Business Combination.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be

 

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restricted from seeking redemption rights with respect to more than 10% of the Public Shares without the consent of GWAC. Accordingly, all Public Shares in excess of 10% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash without the consent of GWAC.

The Founders will not have redemption rights with respect to any shares of common stock owned by them, directly or indirectly in connection with the Business Combination.

GWAC public stockholders may seek to redeem their shares for cash, regardless of whether they vote for or against, or abstain from voting on, the Business Combination Proposal. Holders may demand redemption by delivering their stock, either physically or electronically using Depository Trust Company’s DWAC System, to GWAC’s transfer agent no later than the second business day preceding the vote on the Business Combination Proposal. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the proposed Business Combination is not consummated this may result in an additional cost to stockholders for the return of their shares.

Any request to redeem such shares, once made, may be withdrawn at any time up to the vote on the Business Combination Proposal. Furthermore, if a holder of a public share delivered its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

If the Business Combination is not approved or completed for any reason, then GWAC’s public stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares for a pro rata portion of the trust account, as applicable. In such case, GWAC will promptly return any shares delivered by public stockholders.

The closing price of GWAC Common Stock on                , 2021, the GWAC Record Date, was $                . The cash held in the trust account on such date was approximately $                ($                per Public Share). Prior to exercising redemption rights, stockholders should verify the market price of GWAC common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. GWAC cannot assure its stockholders that they will be able to sell their shares of GWAC common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

If a holder of Public Shares exercises its redemption rights, then it will be exchanging its shares of GWAC common stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption no later than the second business day preceding the vote on the Business Combination Proposal by delivering your stock certificate (either physically or electronically) to GWAC’s transfer agent prior to the vote at the Special Meeting, and the Business Combination is consummated.

Appraisal Rights

Neither stockholders, unitholders nor warrant holders of GWAC have appraisal rights in connection the Business Combination under the DGCL.

 

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