NEW YORK, July 12, 2021 /PRNewswire/ -- Good Works
Acquisition Corp. ("Good Works") (NASDAQ: GWAC), a U.S.
publicly-traded special purpose acquisition company, and Cipher
Mining Technologies Inc. ("Cipher Mining" or the "Company"), a
U.S.-based Bitcoin mining company, today announced the filing of an
amended registration statement on Form S-4 with the U.S. Securities
and Exchange Commission ("SEC") in connection with the previously
announced proposed acquisition of Cipher Mining by Good Works.
A key element of the amended Form S-4 is an agreement by Bitfury
Top HoldCo B.V. ("Bitfury"), the current parent company of Cipher
Mining, to amend its contribution to the PIPE financing for the
proposed transaction to $50 million
in cash, which will serve to further strengthen Cipher Mining's
balance sheet. Previously, Bitfury's participation in the PIPE
financing was to be an in-kind investment in the form of a credit
for future purchases by Cipher Mining of operating services and
equipment.
"The change in Bitfury's PIPE contribution to $50 million in cash from the previously announced
in-kind investment is a positive development for this transaction
and for the future of Cipher Mining," said Tyler Page, Cipher Mining's Chief Executive
Officer. "The resulting increase in financial flexibility will
support our planned timeline for the deployment of mining capacity,
while positioning Cipher Mining to take advantage of opportunities
that may arise due to the changing global Bitcoin mining
landscape."
"Our commitment of a $50 million
cash investment in PIPE financing for Cipher Mining reflects
Bitfury's continued confidence in and commitment to the Company's
success," said Valery Vavilov, CEO
and Founder of Bitfury Group.
Good Works' Co-Chairman, Doug
Wurth, commented, "Given current favorable market conditions
for U.S. Bitcoin miners, we believe that the operational
flexibility provided by Bitfury's financing will help to ensure the
efficient execution of Cipher Mining's deployment plan."
The Company announced that it has entered into separate
contracts with three providers of hosting capacity that are
expected to accommodate approximately 910 megawatts ("MW") of power
capacity by the end of 2026 for Cipher Mining's planned Bitcoin
mining operations. Specifically, Cipher Mining signed a hosting
agreement with Standard Power to provide a total mining capacity of
at least 200MW; and power purchase agreements with Luminant ET
Services Company LLC to supply from 200MW to 210MW; and with WindHQ
to supply 110MW by December 31, 2022,
with sequential increases to 500MW by December 31, 2026.
The agreements provide for necessary infrastructure, sites for
planned data centers, and other resources as more fully described
in the amended Form se agreements, Cipher Mining believes it is
well-positioned to capitalize on its access to abundant, efficient,
competitively priced power in the United
States. "Affordable and reliable power is the lifeblood of
the mining sector," added Page. "A foundational component of Cipher
Mining's business is entering into these agreements, and this
announcement marks another milestone in our mission to provide the
vital infrastructure needed for the Bitcoin network to
flourish."
About Cipher Mining
Cipher Mining will be established
as an industrial-scale Bitcoin mining company dedicated to
expanding and strengthening the Bitcoin network's critical
infrastructure. Our goal is to be the leading Bitcoin mining
company in the United States. We
expect that the operations at our four initial planned data centers
in Ohio and Texas will enable the Bitcoin network to
continue to operate and flourish. Through our business model,
Cipher Mining expects to operate powerful computers that mine
Bitcoin and validate transactions on the Bitcoin network. We
believe Cipher Mining will leverage our best-in-class technology,
market-leading power purchase arrangements, and a seasoned,
dedicated senior management team to become the market leader in
Bitcoin mining.
About Good Works
Good Works is a blank check company
organized for the purpose of effecting a merger, share exchange,
asset acquisition, stock purchase, recapitalization,
reorganization, or other similar business combination with one or
more businesses or entities. The Good Works name reflects the fact
that its management and directors donated half of their founder
shares to charitable organizations in light of the impact that
COVID19 has had on the ability of non-profits to generate
contributions and revenues. The Company's management team consists
of Messrs. Fred Zeidman, CEO and Co-
Chairman, Douglas Wurth, CoChairman,
and Cary Grossman, President. I-B
Good Works, LLC, an affiliate of I-Bankers Securities is the
sponsor of Good Works. Good Works is a publicly-traded special
purpose acquisition company, or SPAC, with approximately
$170 million in trust.
Management of Good Works has deep experience in private equity
investing, corporate finance and executive level management in a
number of industries. In addition, they have experience in Bitcoin
mining through involvement in a Power Hosting Company and have
extensive experience in SPAC mergers and board governance of public
and private companies.
Forward Looking Statements
This document contains
certain forward-looking statements within the meaning of the
federal securities laws with respect to the proposed business
combination between Good Works Acquisition Corp. ("Good Works") and
Cipher Mining Technologies Inc. ("Cipher"), including statements
regarding the benefits of the proposed business combination, the
anticipated timing of the proposed business combination, the
services offered by Cipher and the markets in which Cipher
operates, business strategies, debt levels, industry environment,
potential growth opportunities, the effects of regulations and Good
Works' or Cipher's projected future results. These forward-looking
statements generally are identified by the words "believe,"
"project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "forecast," "opportunity," "plan," "may,"
"should," "will," "would," "will be," "will continue," "will likely
result," and similar expressions (including the negative versions
of such words or expressions).
Forward-looking statements are predictions, projections and
other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
document, including but not limited to: (i) the risk that the
proposed business combination may not be completed in a timely
manner or at all, which may adversely affect the price of Good
Works' securities; (ii) the risk that the proposed business
combination may not be completed by Good Works' business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by Good
Works; (iii) the failure to satisfy the conditions to the
consummation of the proposed business combination, including the
approval of the proposed business combination by the stockholders
of Good Works, the satisfaction of the minimum trust account amount
following redemptions by Good Works' public stockholders and the
receipt of certain governmental and regulatory approvals; (iv) the
effect of the announcement or pendency of the proposed business
combination on Cipher's business relationships, performance, and
business generally; (v) risks that the proposed business
combination disrupts current plans of Cipher and potential
difficulties in Cipher employee retention as a result of the
proposed business combination; (vi) the outcome of any legal
proceedings that may be instituted against Good Works or Cipher
related to the agreement and plan of merger or the proposed
business combination; (vii) the ability to maintain the listing of
Good Works' securities on the NASDAQ; (viii) the price of Good
Works' securities, including volatility resulting from changes in
the competitive and highly regulated industries in which Cipher
plans to operate, variations in performance across competitors,
changes in laws and regulations affecting Cipher's business and
changes in the combined capital structure; and (ix) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed business combination, and identify
and realize additional opportunities. The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in Good
Works final proxy statement/information statement/prospectus
contained in the Form S-4 registration statement described below,
including those under "Risk Factors" therein, Quarterly Reports on
Form 10-Q and other documents filed by Good Works from time to time
with the U.S. Securities and Exchange Commission (the "SEC"). These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and Good Works and Cipher assume no obligation and,
except as required by law, do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither Good Works nor Cipher gives
any assurance that either Good Works or Cipher will achieve its
expectations.
Additional Information and Where to Find It
This
document relates to a proposed business combination between Good
Works and Cipher Mining. This document does not constitute an offer
to sell or exchange, or the solicitation of an offer to buy or
exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Good Works filed an
amendment to the registration statement on Form S-4 with the SEC on
July 12, 2021, which included a proxy
statement of Good Works, an information statement of Cipher and a
prospectus of Good Works. The proxy statement/information
statement/prospectus will be sent to all Good Works and Cipher
Mining stockholders as of a record date to be established for
voting on the proposed business combination and the other matters
to be voted upon at a meeting of Good Works' stockholders to be
held to approve the proposed business combination and other matters
(the "Special Meeting"). Good Works may also file other documents
regarding the proposed business combination with the SEC. The
definitive proxy statement/information statement/prospectus will
contain important information about the proposed business
combination and the other matters to be voted upon at the Special
Meeting and is not intended to provide the basis for any investment
decision or any other decision in respect of such matters.
Before making any voting decision, investors and security
holders of Good Works and Cipher Mining are urged to read the
registration statement, the proxy statement/information
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed business
combination as they become available because they will contain
important information about the proposed business
combination.
Investors and security holders will be able to obtain free
copies of the proxy statement/information statement/prospectus and
all other relevant documents filed or that will be filed with the
SEC by Good Works through the website maintained by the SEC at
www.sec.gov, or by directing a request to Good Works Acquisition
Corp., 4265 San Felipe, Suite 603, Houston, TX 77027, attention: Cary Grossman or by contacting Morrow Sodali
LLC, Good Works's proxy solicitor, for help, toll-free at (800)
662-5200 (banks and brokers can call collect at (203) 658-9400) or
may contact Morrow Sodali LLC via email to
GWAC.info@investor.morrowsodali.com.
Participants in Solicitation
Good Works and Cipher
Mining and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from Good
Works' stockholders in connection with the proposed business
combination. Additional information regarding the interests of
those persons and other persons who may be deemed participants in
the proposed business combination may be obtained by reading the
proxy statement/information statement/prospectus regarding the
proposed business combination. You may obtain a free copy of these
documents as described in the preceding paragraph.
Contacts:
Investor Contact:
Mark Roberts
Blueshirt Capital Advisors investors@ciphermining.com
Media Contact:
Ryan
Dicovitsky / Kendal Till
Dukas Linden Public Relations
908-907-7703
CipherMining@DLPR.com
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SOURCE Cipher Mining