NEW YORK, May 14, 2021 /PRNewswire/ -- Cipher Mining
Technologies Inc. ("Cipher Mining" or the "Company"), a newly
formed U.S.-based Bitcoin mining company, today announced the
filing with the U.S. Securities and Exchange Commission ("SEC") of
a registration statement on Form S-4 (the "Registration
Statement"), which contains a preliminary proxy statement /
prospectus, in connection with its previously announced proposed
merger with Good Works Acquisition Corp. ("Good Works") (NASDAQ:
GWAC), a U.S. publicly-traded special purpose acquisition company.
While the Registration Statement has not yet become effective and
the information contained therein is subject to change, it provides
important information about Cipher Mining, Good Works and the
proposed business combination.
Good Works' common stock is currently traded on Nasdaq under the
symbol "GWAC". In connection with the closing of the transaction,
subject to approval, the combined company will be named Cipher
Mining Inc. and is expected to be listed on Nasdaq under the new
ticker symbol "CIFR". Completion of the transaction is subject to
approval by Good Works' shareholders, the Registration Statement
being declared effective by the SEC, and other customary closing
conditions.
In connection with the filing, Cipher Mining also announced the
nomination for election of seven members to the proposed Board of
Directors of Cipher Mining Inc. (the "Board") effective upon the
closing of the proposed business combination. The proposed Board
combines expertise across the traditional finance, energy, and
technology sectors, as well as deep experience related to
cryptocurrencies and blockchain.
"This announcement marks a key step to becoming a
publicly-traded company, and we are thrilled to be making tangible
progress on this front," said Tyler
Page, Cipher Mining's Chief Executive Officer. "Furthermore,
we have assembled a best-in-class Board of Directors to be chaired
by Jim Newsome, who previously
served as Chairman of the U.S. Commodity Futures Trading
Commission, and I am pleased to welcome these accomplished
professionals to our team. As we prepare to become a
publicly-traded company and pursue exciting opportunities as a key
participant in the Bitcoin ecosystem, the Board's diverse
backgrounds and relevant industry expertise will be invaluable
assets to our management team."
Upon the closing of the transaction, the following individuals
are expected to comprise the Board:
- James "Jim" Newsome (Chairman of the Board)
- Cary Grossman
- Caitlin Long
- Wesley "Bo" Williams
- Holly Morrow Evans
- Robert Dykes
- Tyler Page
"I am honored to partner with this outstanding group and am
confident that the Board's collective wealth of knowledge and
experience with public companies will ensure Cipher Mining
capitalizes on the major opportunities we see ahead," said
Jim Newsome. "We will focus on
providing investors a company that brings best-in-class governance
to an emerging industry."
Additional Information on Board Members
James "Jim" Newsome
Mr. Newsome served on the advisory
board of Bitfury from 2015 until 2021. Mr. Newsome served as
president of the New York Mercantile Exchange from August of 2004
until it was acquired by the CME Group in 2009. He subsequently
served on the board of CME Group from 2009 until 2011. Mr. Newsome
has also previously served on the board of directors of the Dubai
Mercantile Exchange and is a former director of the National
Futures Association. From 1998 until 2004, Mr. Newsome held various
senior roles at the U.S. Commodity Futures Trading Commission
("CFTC") from Commissioner (1998 to 2000) to a Chairman (2000 to
2004). As Chairman of CFTC, Mr. Newsome guided the regulation of
the nation's futures markets and led the CFTC's regulatory
implementation of the Commodity Futures Modernization Act of 2000.
He also served as one of four members of the President's Working
Group for Financial Markets, along with the Secretary of the
Treasury and the Chairmen of the Federal Reserve and the SEC. Mr.
Newsome is also presently a founding partner of Delta Strategy
Group, a full-service government affairs firm based in Washington, D.C. He earned a B.S. in Economics
from the University of Florida and a
Ph.D. in Economics from Mississippi State
University.
Cary Grossman
Mr.
Grossman co-founded GWAC in 2020 and served as its President and a
member of its board of directors since June
2020. Mr. Grossman is a veteran corporate finance
professional with a combination of executive management, investment
banking and public accounting experience. In 2010, Mr. Grossman
co-founded Shoreline Capital Advisors, Inc., an advisory firm
focused on financial advisory services and middle market corporate
finance transactions. Prior to Shoreline Capital Advisors, from
1991 to 2002, Mr. Grossman co-founded and was the CEO of another
investment banking firm, McFarland, Grossman & Company. Earlier
in his career, he practiced public accounting for 15 years. Mr.
Grossman also held a number of executive positions, including:
President of XFit, Inc. from 2019 to 2020, Chief Financial Officer
of Blaze Metals, LLC from 2007 to 2010, Executive Vice President,
Chief Financial Officer and Chief Operating Officer of Gentium,
S.P.A. from 2004 to 2006, Chief Executive Officer of ERP
Environmental Services, Inc. and Chief Financial Officer of U.S.
Liquids, Inc. from 2001 to 2003. He also co-founded Pentacon, Inc.
and served as a board member and Executive Chairman from 1998 until
2002, and as a director of Metalico from 2014 until 2015 and INX
Inc. from 2004 until 2011. Mr. Grossman is a Certified Public
Accountant and earned a B.B.A. in Business Administration from the
University of Texas.
Caitlin Long
Ms. Long
has extensive experience in both traditional financial services and
cryptocurrencies. She is the Chairman and Chief Executive Officer
of Avanti Financial Group, Inc., a chartered bank that she founded
in 2020 to serve as a compliant bridge between the U.S. dollar and
cryptocurrency financial systems. Ms. Long has been active in
Bitcoin since 2012. Beginning in 2017 she helped lead the charge in
her native state of Wyoming to
enact more than 20 blockchain-enabling laws during consecutive
legislative sessions, and she was appointed by two Wyoming
Governors to serve on related legislative committees from 2018 to
2020. She worked at investment banks in New York and Zurich from 1994 to 2016, where she held
senior roles as a Managing Director at Morgan Stanley and Credit
Suisse. Ms. Long earned a B.A. from the University of Wyoming and a joint J.D./ M.P.P.
degree from Harvard Law School and
Harvard Kennedy School of
Government.
Wesley "Bo" Williams
Mr. Williams brings over 20 years
of experience in corporate finance. From 2017, he has served as
Portfolio Manager, Chief Operating Officer, and a member of the
Board of Managers of Gallatin Loan Management, a high yield credit
investment management firm. From 2013 until 2016, Mr. Williams was
a founding partner of Hildene Leveraged Credit, until its sale to
affiliates of Fortress Investment Group. From 2010 through 2012, he
worked as a turnaround Operating Partner, Interim CFO, and
Shareholder Representative for Goldman Sachs portfolio companies.
From 2006 until 2008, Mr. Williams worked as a Vice President of
specialty finance and leveraged credit at Marathon Asset
Management, a high yield credit investment manager. From 1999
through 2005, Mr. Williams also held various roles in the
Investment Banking and Merchant Banking Divisions of Goldman Sachs.
He holds an AB in Sociology from Harvard
College and an MBA from Harvard
Business School.
Holly Morrow Evans
Mrs.
Evans served in consulting and advisory capacity at Hakluyt and
Company from 2015 till present. From 2007 to 2013, she was a senior
adviser for ExxonMobil. She also served as director on the National
Security Council from 2005 to 2007 and as China advisor to the office of vice president
from 2003 to 2005. Mrs. Evans holds a B.A. in Political Science
from Georgetown and an M.A. in
Asian Studies from Harvard
University.
Robert Dykes
Mr. Dykes
served as Director of Bitfury Group Limited (UK) from 2014 until
2020 and was on the advisory board of Bitfury from 2020 until 2021.
From 2008 to 2013, Mr. Dykes served as the Chief Financial Officer,
Executive Vice President and Principal Accounting Officer of
VeriFone Systems, Inc., a company specializing in retail credit
card payment systems. He has more than 30 years of operational
management experience, and an established reputation in building
world-class organizations. He served as the Chief Financial Officer
and Executive Vice President, Business Operations of Juniper
Networks Inc., from 2005 to 2007. Mr. Dykes served as the Chief
Financial Officer of Flextronics International Ltd., from 1997 to
2004. From 1988 to 1997, Mr. Dykes served as the Executive Vice
President of Worldwide Operations and Chief Financial Officer of
Symantec Corporation. Mr. Dykes holds a Bachelor of Commerce and
Administration Degree from Victoria
University in Wellington, New
Zealand.
Tyler Page
Mr. Page
served as Head of Business Development for digital asset
infrastructure at Bitfury Holding B.V. from 2020 to 2021, where he
was responsible for business development and strategic planning
work of the Bitfury Group. Since the inception of Cipher Mining,
Mr. Page solely focused on preparation for the business combination
and set-up of Cipher Mining's planned operations following the
business combination. Mr. Page ceased all his responsibilities
under his contract with Bitfury Holding B.V. in March 2021 and, upon the closing of the business
combination, Mr. Page will terminate his contract with Bitfury
Holding B.V.
Mr. Page brings more than 20 years of experience in
institutional finance and fintech, including as a member of the
Management Committee and Head of Client Strategies at New York
Digital Investment Group LLC, from 2017 to 2019, and as Head of
Institutional Sales at Stone
Ridge, from 2016 to 2019. Previously, he served as Global
Head of Business Development for Fund Solutions at Guggenheim
Partners in New York and
London, and in various roles on
derivatives teams at Goldman Sachs and Lehman Brothers. He began
his career as an attorney at Davis Polk & Wardwell LLP. He
holds a J.D. from the University of
Michigan Law School and a B.A. from the University of Virginia.
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
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 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.
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 a registration statement on Form S-4 with the SEC on
May 14, 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 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