Good Works Acquisition Corporation (GWAC) News

answers on Stock Twits. A shuffling of the deck so they've only thrown us overboard for a short amount of time. Will pick us up later; the bastards.

Anybody know WTFs going on with CIFR?

Ihub hasn't properly set up the message board so CIFR/GWAC is still here. Maybe that's why the SP is rutted in these crazy yoyo moves even while the Bitcoin price has made a major move up.

CIFR has competition with XPDI/Core Scientific, but that shouldn't be a problem. I think it's past time for CIFR to show something meaningful. Bitfury: show us you're still breathing. The time of talk is over.

CIFR has has been operating for awhile now. Does anybody know how to get iHub to move this message board there, to the working stock symbol?

Good Works Acquisition Corp. and Cipher Mining Announce Closing of Business Combination; Cipher Mining to Trade on Nasdaq Under Ticker Symbols "CIFR" and "CIFRW"
August 27 2021 - 12:05PM
GlobeNewswire Inc.
Alert
Print
Share On Facebook

Cipher Mining Technologies Inc., a U.S.-based Bitcoin mining company, today announced that it completed its business combination with Good Works Acquisition Corp. (“Good Works”) (NASDAQ: GWAC), a U.S. publicly-traded special purpose acquisition company. Good Works shareholders approved the business combination at a special meeting held on August 25, 2021.
Following the merger, the combined company is named Cipher Mining Inc. (“Cipher Mining”). Beginning on Monday, August 30, 2021, Cipher Mining’s ordinary shares and warrants will trade on Nasdaq under the ticker symbols “CIFR” and “CIFRW”, respectively.

Cipher Mining’s experienced management team will be led by Chief Executive Officer Tyler Page. The Board of Directors of Cipher Mining (the “Board”) is composed of James “Jim” Newsome (Chair), Cary Grossman, Caitlin Long, Wesley “Bo” Williams, Holly Morrow Evans, Robert Dykes and Tyler Page. Cipher Mining believes that the Board's diverse backgrounds and expertise across relevant industries will position it to execute on its strategies.

Private Placement (“PIPE”) and Closing Conditions

The business combination and associated PIPE investment enabled Cipher Mining to raise a total of approximately $391 million (after transaction expenses). After accounting for redemptions by Good Works’ public shareholders and transaction expenses in connection with the consummation of the business combination, the Minimum Cash Condition of $400 million in the agreement and plan of merger was not satisfied and Cipher Mining agreed to waive such condition.

Advisors
J.P. Morgan Securities LLC served as exclusive advisor and lead placement agent to Good Works, and Wells Fargo Securities, LLC served as lead financial advisor to Cipher Mining. Wells Fargo Securities, LLC and J.V.B. Financial Group, LLC also served as co-placement agents on the PIPE.

Schiff Hardin LLP acted as legal counsel to Good Works. Latham & Watkins LLP acted as legal counsel to Cipher Mining. Mayer Brown LLP acted as legal counsel to the placement agents.

About Cipher Mining
Cipher Mining is 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. Good Works’ 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.

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 and Cipher Mining, the services offered by Cipher Mining and the markets in which Cipher Mining operates, business strategies, debt levels, industry environment, potential growth opportunities, the effects of regulations and Cipher Mining’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).

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher Mining and its management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all 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: volatility in the price of Cipher Mining’s securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher Mining plans to operate, variations in performance across competitors, changes in laws and regulations affecting Cipher Mining’s business and changes in the combined capital structure, and the ability to implement business plans, forecasts, and other expectations and to 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 Mining 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 Mining gives any assurance that either Good Works or Cipher Mining will achieve its expectations.

Contacts:

Investor Contact:
Mark Roberts
Blueshirt Capital Advisors
investors@ciphermining.com

Media Contact:
Ryan Dicovitsky / Kendal Till
Dukas Linden Public Relations
908-907-7703

Wait what’s happening here….

Form 425 GOOD WORKS ACQUISITION Filed by: GOOD WORKS ACQUISITION CORP.
BY 10K Wizard
— 2:59 PM ET 08/25/2021
http://archive.fast-edgar.com/20210825/AC22R62CLZ22WZ8B229W2ZY2UMBS2222Z232
Filed on: August 25, 2021

Form S-4/A GOOD WORKS ACQUISITION

http://archive.fast-edgar.com/20210709/AO22VQ2EZC2RDZZ2222S2ZYQGU7OEZ22D232/

Ibankers

SPAC #1

http://archive.fast-edgar.com/20210614/AR22S22CLW223242222C2WY235SVW222O232/

Grabbed a small starter here especially given all the concerns over mining energy consumption. Fun industry to watch and play in.

I've been worried lately, wondering if Bitfury/Cipher and GWAC were late to the party. Perhaps they missed their moment and lost momentum to the likes of MARA. But then this came today, showing that old money has awoken from its slumber. As the past is too often thrown off the bridge, here they are again, wobbling to their feet in recognition that something may be worth getting up off the couch for.

The miners all began to fall at once, couldn't figure out why. Today, too, they're all down. WTF?
So, I began digging and found this:
3/23/21: Support.com, Inc. (NASDAQ:SPRT) shares surged 231.8% to close at $7.10 on Monday after the company announced a merger agreement with Bitcoin Miner Greenidge Generation Holdings.
Support.com's stock has run up 606.3% over the past 12 months.
Who knew about this deal ahead of time? Three guesses and the first two don't count.

Greenidge started out in 1937 as a coal-fired plant commissioned by New York State Electric and Gas Corporation (NYSEG), until AES Corp. (AES) bought the plant in 1999. Private funds managed by Atlas Holdings LLC acquired the plant in 2014. In 2020, Greenidge launched a data center for blockchain mining.

Greenidge is a power plant, ran coal until shutting, then switching to natural gas. They see all this money going to efficient use of power and this power plant says, f-u all, you can't do what we can do.
https://greenidgellc.com/company/about

Bitfury/Cipher got together and said to themselves: there's the real game. Let's play in that sandbox.

Appreciate it greatly. You're a gentleman and a scholar (xgin, you, too) and I'll repay with a glass of first growth if one of these companies does well. If it's Hive, the annual meeting will be Sweden, if Cipher it's Texas.
It's easy to be cynical on some of these boards, but there is real thought as well, and I'm much appreciative.

BFARF a better buy then this , and they getting ready to up list

Cash = $5,000
GWAC PPS = 11.52
GWACW PPS = 2.57

5,000 ÷ 11.52 = 434 Shares
5,000 ÷ 2.57 = 1,945 Warrants

Assume GWAC PPS hits 30.00 (The warrants pps would be much higher too & it's possible they could be sold for even a higher, easier profit but I'm not running that scenario)

GWACW strike price is 11.50, so you exchange 1 warrant plus 11.50 & receive 1 GWAC share. Total cost for that share is 14.07 (11.50 + 2.57) If sold at 30.00, then profit is 15.93

1,945 × 15.93 = 30,983

To exchange all 1,945 warrants you need to come up with $22,373 (1,945 × 11.50) Don't forget to add the 5k paid for the warrants too so total cost is 27,373

1,945 × 30 = 58,365. 58,365 - 27,373 = 30,992

You can do the math for if you simply bought & sold regular shares.

What if you don't have the $22.3k? There is something called a "cashless exercise" too. The details would be in one of the filings for that stuff. My brain hurts right now to get into those details! Stuff like ""black-Scholes" valuations. The exercise/exchange stuff is typically handled between you & the underwriter.

Hope this helps more than confuses!
Like the good wine thing too!

Thanks ChuckBits. Appreciate seeing you here from the Hive board. And yes, it's interesting how mining is the term used for bitcoin and Frank Holmes was a gold guy before he became Hive's CEO. This blockchain thing is bigger than we yet know. If it works, the world will be different afterward. I've got a few examples running through my head, but the one that jumps up first is the model of GPS satellites. There is global cooperation there, but not trust. While it's not the world's financial network which has complexities GPS can't compete with, it's nonetheless a tech which has changed the world. Blockchain will be GPS x 1000, or more.

Since you've given an example using warrants, let me continue with my figuring them out. I understand the leverage part. And using your example, I've worked this through in my head a few times and come up with a variety of answers. If it's not too much to ask, and because visual understanding is always helpful, can you break down the math to what you wrote here:

"Using yesterday's PPS's, I calculated the potential gain for GWAC vs GWACW. I used $5,000 for an investment example. If GWAC at $15, you would gain an extra $300 with warrants. IMO, not worth it due to extra risk, work, etc.
At a PPS of $30, the additional profit gain for the warrants would be $22.9 thousand."

And since we've discussed wine on the Hive board, I can now look at GWAC and see it as the Good Wine Acquisition Corp. In fact, vineyards being tough businesses, no doubt there will be wine SPACs on the horizon.

Port, I think of a SPAC like an "empty shell" is on the OTC. I believe a difference may be SPAC's are popping up on NASDAQ so there must be more scrutiny, etc.

A perfect example of a company "reverse merging" (RM) into a shell, or even a "no bid" dormant OTC stock, would be the birth of HVBTF!

Hive RM'd into "PRELF". I owned shares of PRELF which at one time was a traditional gold "mining" company in Canada. (ironic, right? from mining gold to crypto!) It is how I "discovered" Hive. For a brief time, Hive traded under ticker PRELF before the ticker change.

Regarding the warrants, I assure you they won't disappear if/when the GWAC/GWACW ticker changes. The warrants don't expire until 10/22/2025, almost 4 years to go.

Warrants can be very simple & straightforward or they can get complicated. Think of them like leverage. If you are confident GWAC PPS will be much higher a couple/few years from now, you can make more $ with the warrants.

Using yesterday's PPS's, I calculated the potential gain for GWAC vs GWACW. I used $5,000 for an investment example. If GWAC at $15, you would gain an extra $300 with warrants. IMO, not worth it due to extra risk, work, etc.

At a PPS of $30, the additional profit gain for the warrants would be $22.9 thousand.

I'm running out so if you reply it may be a while before I see it.

Cheers

Sure. Glad to elucidate. There's the company that is acquired. Then the company wishing to become publicly traded, "reverse merges" into that company. That's what a SPAC company does. Acquires the dormant company, files the paperwork to gain custodianship. Then, merges the new company into the dormant company. Of course it takes several months to go through this process.

LC

GWAC

This definitely is a work in progress. And as others have posted, the percentages we get to be part of seem low. But, as also posted, the potential growth is large. There are at least these two monster groups involved: Bitfury (been around awhile) and Cipher Mining (which--as I understand it--was created for this SPAC). Cipher lists that a large percentage of the company is owned by its employees. That itself is rather amazing. And then, the financial backers of this SPAC seem to be large institutions. So, this seems to be a visionary group building a global blockchain for the future. That speaks to me. I hope it's legit.

I'm not sure what you're referring to. I'm also new to this SPAC thing, so I likely wouldn't know the answer even I did. But I have read many articles and sites about this new company and have posted my learning process, as well as my awareness of Bitfury. Can you be more specific about this: "... once the SPAC moves this to the newly RM'ed company and the new symbol is assigned?"
FYI, as an earlier post said, I ended up buying some stock, not warrants, because I'm still figuring out how they work.

Not necessarily. THe second quarter is only three weeks away. I believe this will all come into being quite quickly since the SPAC and symbol are pretty far along.

LC

GWAC

Wouldn't the warrants be invalidated once the SPAC moves this to the newly RM'ed company and the new symbol is assigned?

Stick with the regular stock IMO.

LC

GWAC

Public starting to figure out 7.5% of 2B is a large chunk of change...

That's it in a nutshell.

You had it right. Normally your warrant & $11.50 will buy you a share. There comes a time though where you need to make a decision. Your choice buy the shares with your warrant & cash or sell your warrant on the market. If you do nothing it will expire worthless. That moment is months in the future though.

I'm now a paying member of the club. Here's why. Today was a terrible market. But the miners, at least the long-term Canadian ones, held up. I've been following blockchain and the enterprising Canadian miners since 2017. One consistent name which seemed to be everywhere was Bitfury. But it was like a ghost. Containers of miners came from Bitfury, definitely involved in building the Canadian mining industry. And while this might be a coincidence, the best names of the old Canadian miners: HIVE, HUT8 and DMG, were all up today. I kept waiting for a sell off, especially at the end of such a heavy selling day, but the $11 SP held. So, I pulled the trigger on shares, not as many as I would have gotten in warrants, but I'm not ready to enter a world where I don't yet understand the language. So, I'll use the common wheel and keep it simple. Glad to be on board. And while there is no sure thing, Bitfury has a reputation to protect. I have difficulty accepting they would damage themselves now, as blockchain finally hits the world stage and, more importantly, takes over its infrastructure.
I'm not sure which toys eventually win on the topside, but I think there's little doubt they all need the blockchain(s) upon which to do their business. I think of Cisco, which became one of the top names in the late 1990s, not by being on top of the internet, but by managing its connective wiring and switches. Seems like Bitfury's bread and butter.
Best of all, this is post #23 on this board. How cool is that?

Thank you, Xgin, I much appreciate the assistance. The DFKG article was an attempt to explain it, too. This line surprised me, again showing me I don't understand the details. I assumed getting a warrant meant you could trade it for a share at the $11.50 price. Apparently, that's not right. The article about DFKG said this: "If you want to remain in the stock, you can always sell your warrants and turn around and buy the common stock. I’m sure there are tax implications involved ... so you’re own your own there."

I take from this that you take the profit from the warrant, in this case $11.50 - $2.60 = $8.90, and then buy shares on the market. But whatever you end up buying, they're essentially free, minus taxes, of course. Is that right?

One thing is clear, I need to spend more time learning about this. Until then, I should probably stick with common shares, even though I'll end up with fewer of them due to the higher cost.
Thanks again.

Page 5 of the investors presentation...

https://www.sec.gov/Archives/edgar/data/1819989/000121390021013594/ea136931ex99-2_goodworks.htm

Questions 1,2, & 3 combined.

Attempt to answer question #1,2 & #3 at the same time: Don't worry about half warrants. I'm very far from knowing a lot about these things, but prior to going public the regular shares & the warrants are combined as one unit with the 5th symbol often being an "U". At some point they split and as they did in this case they trade as separate units as they do now. Regular shares being GWAC and the warrants (whole units only) as GWACW. I just tried to put in a buy order for GWACU and was told it was an invalid symbol.

The clause about $18. I believe this article can explain WAY better than I can. https://www.stockwarrantshq.com/draftkings-calls-stock-warrant-for-redemption-and-warrant-holders-rejoice/

About me paying $2.60. I bought near the top of $2.67 in afterhours which normally be a stupid move as it closed in regular hours much lower. In this particular case I think I'll be ok even if it dips. At least that's my hope.

XGIN, I don't mean to be rude, but I'm asking a small favor. Also for anybody else who knows the answers. I have three questions below. And here's a short history to show I'm legit. I've been following blockchain mining since 2017, own three mining stocks and can keep up with conversations regarding POW, POS, energy use, etc. I know the name Bitfury but, until now never saw them as an investable company. So, this specific SPAC interests me. However, I know nothing about SPACs. A couple of weeks ago I was looking at eSports gaming and found this SPAC: DMY. Within a few minutes of searching, I had three different DMY possibilities, read a bunch of articles and realized not only did I not know what I was doing, but the writers of these articles didn't know how to write. So I did nothing, not wanting to buy the wrong one.

I've searched and read many articles and have found none which explain the most basic questions. So, I'm asking if you can tell me if I'm right regarding the differences between whole shares and warrants.

Friday I was watching GWAC and almost bought in at $10.80ish, but didn't.
https://seekingalpha.com/symbol/GWAC
Then I looked on Ihub and found this new board. I saw your Friday post about buying warrants at $2.60. Is that the same as GWACW, showing $2.25USD. Link: https://seekingalpha.com/symbol/GWACW

Question setup: To buy a "whole" share, now at $11.12USD: Each unit consists of one share of common stock and one-half of one redeemable warrant, with each whole warrant exercisable to purchase one share of common stock at $11.50."

In the 10-K filing it says what you stated in Post 15: "We have the ability to redeem outstanding warrants ... after they become exercisable and prior to their expiration ... provided that the ... common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period."

Like I said, I can't find any articles clearly answering these questions.

QUESTION 1: Regarding the whole shares, symbol: GWAC, now trading at $11.12. These are "regular shares," always worth their value. If I buy at $11.12, and it goes to $16.12, then I'm up $5. Likewise, if the price goes to $6.12, then I'm down $5. And if I exercise my right to put together two half-warrants, and wait the proper amount of time, and if the price goes over $18, then I can buy an equal number of Warrants at the $11.150 price. Correct?

QUESTION 2: Warrants: symbol: GWACW, now trading at $2.25. See chart above. Am I correct in my understanding that, unlike the whole shares, the amount paid for the Warrants is forever gone no matter what happens? The value of Warrants is that it's not a half Warrant, but an opportunity to buy a whole share at $11.50, if the SP is above $18 and within the rules, etc. So, the Warrant is a wager that the share price may rise allowing the purchase of a rising stock at a great price, risking only the $2.25. Do I have this right or am I off?

Again, I've searched articles and cannot find this in plain language. I'm hoping you can tell me if I'm on the right track.

One more question, please. In all SPACs, there seems to be a third option, too: What is GWACU: Good Works Acquisition Corp - Units (1 Ord Share & 1/2 War); at 9.99?
https://seekingalpha.com/symbol/GWACU

Thank you to whoever can provide any clarity on this.

Am I wrong to think the warrants may move up percentage wise in the near future? I bought GWACW instead of GWAC. I feel more comfortable with the warrants for now.

HODLGeorge
@BitfuryGeorge
$595 MLN Cash into $GWAC !!! So what we gonna do ? Answer: Roll our sleeves & build one heckava institutional grade #bitcoin
mining operation in USA based on our 10 year track record of building 100s of MWs and mining some 600,000 #Bitcoin

@BitfuryGroup
$GWAC
6:39 AM · Mar 5, 2021·Twitter for iPhone

HODLGeorge
@BitfuryGeorge·
Mar 5
We are in #bitcoin
since 2011
We mined over 600,000 #bitcoins
Coming to USA was just a matter of time
#Bitfury $GWAC
https://twitter.com/search?q=%24GWAC&src=typed_query

then just pay the extra 11.50 and exercise the warrants for common

I knew the clause that if the price GWAC stayed above $18 that it would affect the warrants had to be in there somewhere.

"Warrants redeemable if stock > $18.00. We will provide our public shareholders with the opportunity to redeem all or a public shares upon the completion of our public of our initial business combination at a per share price payable in cash...."

So, if you're nervous about the company being a start up, and not yet producing bitcoin, you can always put some of your money into warrants. $GWACW

Nice article.

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

Good Works, inclusive of its founder shares will own approximately 7.5%

So 7.5% of 2 Billion is a nice chunk of change I would say.

Only 92 followers so far. Sssshhh, don't tell anyone, we want this to be our own little secret company. We are excited to announce the formation of Cipher Mining, a US-based $btc mining champion. Many thanks to Good Works, Bitfury and our investors. Visit https://t.co/WQcyrq4qvf to learn more. https://t.co/jPrpli1rfy.— Cipher Mining (@CipherInc) March 5, 2021

Well, I guess they do have a website after all. https://ciphermining.com/

Never mind. The warrant terms are the standard.

What are the exercise terms of the warrants?

https://www.businesswire.com/news/home/20210305005234/en/Cipher-Mining-Inc.-a-Newly-Formed-US-based-Bitcoin-Mining-Company-to-Become-a-Publicly-Traded-Company-via-a-Merger-with-Good-Works-Acquisition-Corp

I bought the warrants also. Good luck to us!

Can you point out the page of the percentage? Thanks. Just read through it and didn't find it.

6% of a shitton is still a lot I reckon.

Got a few $GWACW earlier...looks like an unknown monster play.

Bought 1k@$2.60 of the warrants in AH. When my friend told me about them a little earlier in the day they were $2. Hope I didn't buy to high, but there are a lot of solid backers behind this new company.
https://news.bitcoin.com/2-billion-merger-bitcoin-miner-cipher-mining-going-public-fidelity-morgan-stanley/

interesting.

GWAC owns only 6%, very low!

Per the investor presentation.

Investor presentation...

https://www.sec.gov/Archives/edgar/data/1819989/000121390021013594/ea136931ex99-2_goodworks.htm

Cipher Mining Inc., a Newly Formed US-based Bitcoin Mining Company, to Become a Publicly Traded Company via a Merger with Good Works Acquisition Corp.

Transaction builds a U.S. based Bitcoin mining champion
Combined company valued at an enterprise value of $2.0 billion
Includes $425 million fully committed PIPE investment, secured with anchor investors, including Fidelity Management & Research Company and Counterpoint Global (Morgan Stanley)
The PIPE investment includes $50 million investment-in-kind from Cipher Mining’s parent company, Bitfury, and is structured as a credit for future purchases of operating services and equipment for Cipher
Planned mining capacity of 745MW by the end of 2025 and industry leading cost of energy of approximately 2.7c/kWh
The transaction is anticipated to close in Q2 2021

https://www.businesswire.com/news/home/20210305005234/en/Cipher-Mining-Inc.-a-Newly-Formed-US-based-Bitcoin-Mining-Company-to-Become-a-Publicly-Traded-Company-via-a-Merger-with-Good-Works-Acquisition-Corp