NEW YORK, Aug. 3, 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"), a U.S.-based
Bitcoin mining company, today announced that the U.S. Securities
and Exchange Commission ("SEC") has declared effective the
registration statement on Form S-4 of Good Works (File No. 333-
256115) (as amended, the "Registration Statement"), which includes
a definitive proxy statement/prospectus in connection with Good
Works' special meeting of shareholders (the "Special Meeting") to
consider the previously announced proposed business combination
between Good Works and Cipher Mining (the "Business
Combination").
Good Works will hold the Special Meeting at 10:00 a.m., Eastern Time, on August 25, 2021, via a virtual meeting at the
following address:
https://www.cstproxy.com/goodworksacquisition/sm2021. The
purpose of voting is to approve the Business Combination and
related matters. Good Works also has commenced mailing the proxy
statement/prospectus to its shareholders of record as of the close
of business on July 27, 2021, the
record date for the Special Meeting. The Good Works' Board of
Directors unanimously recommends that shareholders vote "FOR" the
Business Combination as well as the other proposals set forth in
the proxy statement.
"We are thrilled to have reached this important milestone on our
path to becoming a publicly-traded company," said Tyler Page, Cipher Mining's Chief Executive
Officer. "We deeply appreciate the ongoing support from our
investors, as well as their recognition of our strategies to unlock
the potential of the dynamic Bitcoin mining market. We look forward
to successfully completing the proposed business combination with
Good Works and to pursuing the exciting opportunities in front of
us."
Good Works' Co-Chairman, Doug
Wurth, commented, "The Good Works team is very proud to have
reached this significant step and to see the continuous progress
made by Cipher Mining. We are delighted to be working alongside
them throughout this process as they seek to establish Cipher
Mining as the leading Bitcoin miner in the United States."
The Business Combination is expected to close promptly following
the Special Meeting, subject to shareholder approval at the Special
Meeting and other customary closing conditions. Upon closing,
Cipher Mining's common stock and warrants are expected to be listed
on Nasdaq under the ticker symbols "CIFR" and "CIFRW",
respectively.
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. Its goal is to be the leading Bitcoin mining
company in the United States.
Cipher Mining aims to leverage 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
COVID-19 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,
Co-Chairman, and Cary Grossman,
President. I-B Good Works, LLC, an affiliate of I-Bankers
Securities is the sponsor of Good Works. Good Works is a
publicly-traded 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
In
connection with the proposed business combination between Good
Works and Cipher, the registration statement on Form S-4 has been
declared effective by the SEC, which includes the related proxy
statement and prospectus of Good Works with respect to Good Works'
special meeting of stockholders. Good Works' shareholders and
other interested persons are advised to read the registration
statement and the related proxy statement/prospectus and any
documents filed in connection therewith, as these materials will
contain important information about Cipher, Good Works, and the
proposed business combination. The definitive proxy statement
and related materials are being mailed to Good Works' shareholders
who were holders of record as of July 27,
2021.
Investors and security holders may obtain free copies of the
proxy statement/information statement/prospectus and all other
relevant documents filed with the SEC by Good Works through the
website maintained by the SEC at www.sec.gov. In addition, the
documents filed by Good Works may be obtained free of charge by
directing a request to Good Works Acquisition Corp., 4265 San
Felipe, Suite 603, Houston, TX
77027, attention: Cary Grossman, or
contacting Morrow Sodali LLC, 470 West Avenue, Stamford, CT 06902 Good Works' proxy
solicitor, for help, toll-free at +1 (800) 662-5200 (banks and
brokers can call +1 (203) 658-9400).
Participants in Solicitation
Good Works and Cipher 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:
Cipher Mining Investor Relations Contact:
Mark Roberts
Blueshirt Capital Advisors
investors@ciphermining.com
Cipher Mining Media Contact:
Ryan Dicovitsky / Kendal
Till
Dukas Linden Public Relations
908-907-7703
CipherMining@DLPR.com
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SOURCE Cipher Mining