NEW YORK, Aug. 25, 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, announced that at their special
meeting held today (the "Special Meeting"), Good Works'
shareholders voted to approve the previously announced proposed
business combination between Good Works and Cipher Mining (the
"Business Combination"), as well as all other proposals related to
the Business Combination. Approximately 87.9% of the votes cast at
the meeting, representing approximately 57.0% of Good Works'
outstanding shares as of the record date, voted to approve the
Business Combination.
Good Works plans to file the results of the Special Meeting, as
tabulated by an independent inspector of elections, on a Form 8-K
with the Securities and Exchange Commission (the "SEC") today.
The Business Combination is expected to close on August 26, 2021, subject to the satisfaction or
waiver of certain other closing conditions. Upon closing, Cipher
Mining's common stock and warrants are expected to begin trading on
NASDAQ under the ticker symbols "CIFR" and "CIFRW",
respectively.
About Cipher Mining
Cipher Mining will be 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. 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; (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 Stock Market; (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. That registration statement
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 have been
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.
Disclaimer
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy, any securities or the solicitation of
any vote in any jurisdiction pursuant to the Business Combination
or otherwise, nor shall there be any sale, issuance or transfer or
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
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