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
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.
AdvisorsJ.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 MiningCipher 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 WorksGood 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 StatementsThis 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 RobertsBlueshirt Capital
Advisorsinvestors@ciphermining.com
Media Contact:Ryan Dicovitsky / Kendal
TillDukas Linden Public
Relations908-907-7703CipherMining@DLPR.com
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