Filed by Good Works Acquisition Corp. pursuant
to
Rule 425 under the Securities Act of 1933,
as amended
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934,
as amended
Subject Company: Good Works Acquisition Corp.
(Commission File No. 001-39625)
Date: March 5, 2021
Good Works
Acquisition Corp. Merger With Cipher Mining Technologies Inc.
Net Roadshow
Investor Conference Transcript
March
5, 2021
CORPORATE PARTICIPANTS
Doug Wurth, Co-Chairman,
Good Works Acquisition Corp.
Tyler Page, Chief Executive
Officer, Cipher Mining Technologies Inc.
Ed Farrell, Chief
Financial Officer, Cipher Mining Technologies Inc.
Mark
J. Roberts:
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Good
morning ladies and gentlemen. Thank you for standing by and welcome to the Cipher Mining and Good Works Acquisition Corp
Conference Call. We appreciate everyone joining us today.
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Before
we begin, I’d like to remind everyone on the call that the information discussed today is qualified in its entirety by the
Form 8-K that has been filed today by Good Works Acquisition Corp, and may be accessed on the SEC's website, including the exhibits
thereto. In conjunction with today's discussion, please see the investor presentation furnished as Exhibit 99.2 in Good Works'
Form 8-K, follow along, and carefully review the disclaimers included therein.
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Please
note that a Q&A session will not be conducted as part of today's presentation. Also, statements made during this call
that are not statements of historical facts constitute forward-looking statements that are subject to risks, uncertainties,
and other factors that could cause our actual results to differ from historical results and/or from our forecast including
those set forth in Good Works Acquisition Corp Form 8-K filed today and the exhibits thereto.
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For
more information, please refer to the risks, uncertainties, and other factors discussed in Good Works Acquisition Corp's
SEC filings. All cautionary statements that we make during this call are applicable to any forward-looking statements
we make whenever they appear; you should carefully consider the risks, uncertainties, and other factors discussed in Good
Works Acquisition Corp's SEC filings; you should not place undue reliance on forward-looking statements which we assume
no responsibility for updating.
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Hosting today's call are Doug Wurth, Co-Chairman of Good Works
Acquisition Corp; Tyler Page, Chief Executive Officer of Cipher Mining; and Ed Farrell, Chief Financial Officer of Cipher Mining.
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And
now, let me turn it over to Doug. Doug?
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Doug
Wurth:
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Thank
you; and hello, everyone. I'm Doug Wurth, Co-Chair of the Good Works Acquisition Corp; and representing my two partners,
Fred Zeidman and Cary Grossman.
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Collectively,
we have many years of corporate finance and deal execution experience and have been active investors across private and
public companies. While our backgrounds are perhaps typical for SPAC management teams, something a bit less standard,
I suspect, is that the management team is donating half of its shares to nonprofit organizations due to the impact of
COVID-19; hence our name "Good Works."
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With
respect to my own background, I had nearly a 20-year career at JP Morgan which culminated as CEO of Alternative Investments
for Asset Management. Now, following JP Morgan, I continued my interest in private equity and made several investments
into private companies, one of which was Standard Power of which I’m chairman, which in part, provides hosting services
to bitcoin miners in Ohio. As such, I’ve had a front-row seat over the past several years when it comes to dealing
with an emerging and very fragmented mining sector.
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It was during this time that I had the opportunity to engage
with Bitfury, and suffice to say that Bitfury stood head and shoulders above other actors in terms of experience, technology, service,
and professionalism.
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Once Good Works became public, we looked at various
opportunities. And during this process, I reached out to Bitfury to assess their interest in engaging with us. Fortunately, Bitfury
had already brought Tyler onto the team and had developed the idea of creating Cipher Mining to focus on US mining operations.
This made the merger discussions quite efficient given our history, an agreement on the value of creating what would be the largest
and most cost-efficient bitcoin mining operation in the United States.
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So, why does Good Works like this transaction? Well,
first, it is a constructive way to invest in the crypto space, giving investors an attractive asymmetric return profile by offering
greater downside protection than pure currency exposure. Second, we value Bitfury with its experience of putting 500 MW to work
globally, its reputation for innovation, providing efficient servers with leading-edge chips, having highly-regarded operating
services, and importantly, conducting business with a high degree of transparency and professionalism.
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Third, Good Works values the work Cipher Mining has already
done in securing four attractive power sites and power purchase agreements, along with the cornerstone agreements it has with Bitfury
around the supply of equipment and services that offers first-in-line access to servers, most favored nations pricing provisions,
and a non-compete in the United States.
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Fourth, we believe that investors in Cipher Mining will greatly
benefit from Cipher Mining becoming a public US company, including such important attributes as financial transparency, capital
markets access, and the contract protections afforded by the US legal system with respect to its agreements with its key counterparties.
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Good Works is confident in Cipher Mining's management team and
its experience, strategic vision, and accomplishments made to date. The team is ready to execute its plan and to create value for
its shareholders.
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But
before I turn it over to Tyler, let me just give a brief summary of the transaction.
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Cipher Mining will have a $2 billion enterprise value at $10
per share; the valuation is based upon conservative estimates of the future price of bitcoin, where we have modeled the price to
go from $25,000 to $50,000 over the next five years. The implied multiples based on 2023 EBITDA and free cash flow numbers are
therefore very attractive. Cipher Mining's post money valuation will be approximately $2.5 billion, with $501 million of primary
funds through the SPAC and PIPE cash proceeds, along with Bitfury investing $50 million into the PIPE through an equipment discount.
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Cipher Mining, importantly, will have no debt. Cipher Mining
will be the majority owner with just over 72 percent of the company, with the PIPE investors at 13 percent; and Good Works and
its founders at 7.5 percent. Cipher Mining and Bitfury shareholders will be subject to a two-year lockup and Good Works will retain
one of seven board seats.
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So, thank you again. We are truly excited about this transaction;
I will now pass it over to Tyler Page, CEO of Cipher Mining.
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Tyler Page:
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Thank you, Doug. Good morning, everyone. This is Tyler Page,
the Chief Executive Officer of Cipher Mining. Thank you for joining us today. I’m very excited about the opportunity we've
got at Cipher Mining; before we jump into the story, let me give some quick professional background on myself.
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I’ve spent over 20 years in fintech and financial
services in a variety of roles; most recently, I was Head of Business Development at Bitfury. Prior to that, I was a Day 1 employee,
as well as a member of the management committee at a firm called the New York Digital Investment Group, NYDIG. And so, I have
spent the last four years of my career solely focused on crypto and increased institutional adoption of bitcoin as an asset. I
think the best opportunity I’ve seen is here at Cipher Mining, and I can't wait to tell you about it.
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Before I do, let me introduce Ed Farrell, our Chief Financial
Officer. Ed?
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Ed Farrell:
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Good morning, everyone. I'm Ed Farrell, CFO of Cipher Mining.
Let me give you my background. I have over 30 years in the financial services industry, most recently at the publicly traded investment
advisor, AllianceBernstein. There, I held several senior financial roles including CFO. Prior to AB, I spent nearly a decade at
Nomura Securities, and before that at, at Salomon Brothers and PriceWaterhouse.
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In addition to my operating experience, I also serve on the
board of directors of Arbor Realty Trust, a publicly-traded REIT. There, I am a member of both the audits and corporate governance
committees. I’m really excited about being a member of the Cipher Mining team and look forward to applying my experience
as both a public company officer and board member to Cipher Mining and all stakeholders. Thank you.
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Tyler Page:
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Thanks, Ed. So, let's talk some more about what we're going
to do at Cipher Mining. So, Bitfury is creating Cipher Mining, a new bitcoin mining champion; we plan to build the largest global
bitcoin mining operation with 745 MW of data centers dedicated to bitcoin mining by the end of year 2025. That will give us significant
scale versus the competition; we forecast that these data centers will produce a hash rate that will equal 9 percent of the global
bitcoin network hash rate.
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The keys to making this successful will be our low-cost power
purchase agreements, where we have contracted an electricity price at an average of ¢2.7/kWh across our portfolio and partnering
with Bitfury to provide best-in-class mining technology and infrastructure, both on the equipment side and the deployment services
side. Bitfury has created seven generations of ASIC chips and has an eighth-generation coming out that we will have unique access
to at a very low price; and they have deployed over 500 MW of data centers globally, and we will be leveraging that expertise.
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So, what does that give us? It gives us a business with expected
steady cash flows generated via the bitcoin rewards and transaction fees that we will be collecting; and by 2025, we forecast to
make over 21,000 bitcoin per annum.
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Let me give us some background on Bitfury. Bitfury's been around
ten years; it's recognized as a global leader in the blockchain sector, it has produced over seven generations of semiconductor
chips, and deployed over 500 MW of data centers globally. Specifically, it has stood up to seven data centers in five different
countries and mined over 600,000 bitcoins since inception.
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Over the years, it has expanded into other tangential businesses
and software, and data center technology, and we will be leveraging all those key experiences as we build out the portfolio at
Cipher Mining.
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So, based on this transaction, Cipher Mining will begin
its initial build-out of four sites: three in Texas and one in Ohio, comprising 445 MW initially. Our first data centers will
come online before the end of the year 2021, and we will complete the 445 MW build-out by the end of 2022. Then, from ongoing
operations, we plan to expand our operations by 100 MW per annum in Years '23, '24 and '25, and we plan to fund all of that out
of our ongoing operations; we plan for no further capital raises at this point.
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We're going to leverage key partnerships to drive industry-leading execution.
Specifically, from Bitfury, we will have preferred access to their next-gen equipment; they plan to deploy en-masse production
a 5 nm chips powering their servers later this year; with regards to those machines, Cipher Mining will have first-in-line access
to all supply and will have Most Favored Nation pricing. In an industry that is often challenged with the supply chain, we think
this will be a significant competitive advantage and being vertically integrated up the supply chain is something that clearly
distinguishes us from the rest of the competition.
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In addition to that, Bitfury has expertise managing their own
supply chain and has secured assurances up to the foundry level that they will be able to deliver the servers we need.
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On the power side, we leverage several key power arrangements, those arrangements are five years-plus in duration and again, the average price is 2.7 cents per kWh.
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So, let's talk about the business model overview real quick.
We will use the capital from this transaction to build out our data centers and purchase mining equipment; and then on an ongoing
basis, we will purchase electricity to power. Those data centers will produce a hash rate, and we will contribute that hash rate
to the bitcoin network. The bitcoin network is a decentralized ledger that keeps track of value storage and transmission, and relies
on miners like Cipher Mining to keep the network alive; we provide the vital infrastructure that makes the network work.
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In exchange for contributing our compute power to supporting
the network, we are paid bitcoin, paid via two revenue streams: one revenue stream is through the bitcoin reward that is programmed
into the bitcoin software; and the second fee stream is in transaction fees that we get paid to settle transactions across the
network. Bitcoin has seen increasing acceptance among institutions over the last few months, and I’d note that this isn't
just from cutting-edge technology companies, but you're now starting to see broad adoption from some of the most traditional names
in financial services, and there are very exciting predictions for potential growth of the future price. We are big believers in
bitcoin and supporting the network is what our mission is at Cipher Mining.
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The dynamics of bitcoin are such that it has a fixed supply
that gets released over time; and with that growing demand primarily driven by institutions recently, we've seen increased prices
recently. So, what does that mean for a mining company? It creates a massive bitcoin mining opportunity. At the bottom of Slide
13, you can see our estimated forward projections for what the total mining revenue streams will be out in 2025, based on some
price path assumptions we have built for the path of bitcoin prices.
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On the left envisions a future where bitcoin goes from $25,000
to $50,000 over the course of five years, resulting in a $13 billion total addressable market for mining revenue in 2025; and on
the right-hand side tracking closer to where we are today thus far, you see a price path of bitcoin growing from $25,000 to $100,000
in five years. In such a scenario, we would envision a $25 billion total addressable market for minor revenues and so when we produce
estimates of what our share of the total network hash rate will be in 2025, we are projecting what our share of this total addressable
revenue pool will be.
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So, again, the investment highlights for Cipher Mining, we are
creating a US bitcoin mining champion with a planned build-out of 745 MW of data centers over five years; while we do that, we
will be leveraging our strong position on the global cost curve at ¢2.7/kWh; we're getting three key relationship advantages
from our parent company Bitfury; specifically, we will be leveraging their technology leadership in ASIC chip development, we will
be leveraging their supply chain management, and we will be leveraging their data center deployment expertise.
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Also, I’d mention as we go along in the journey for Cipher Mining and build out our data centers and produce a very large inventory with bitcoin, we also believe there will be strategic adjacencies that present compelling long-term opportunities for Cipher Mining to work with partnerships across fintech, financial services, and the bitcoin ecosystem broadly.
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To give a sense of the mining capacity of the largest bitcoin
miners, we have, on Page 15, listed the competitive landscape from a publicly listed company perspective. I think it's important
to note that in our initial two-year plan, we will build out 445 MW of total capacity, and over our five-year plan, 745. But we
actually have a line of sight to 1.135 GW with our current power providers and so it is our hope that we will continue to build
out this portfolio, and believe we have the greatest potential for expansion in the space.
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I note that all of our data centers are located in the US and
we are a US company; we do think that the industrial champion for bitcoin mining should be based in the United States and leverage
the strong regulatory environment and rule of contract.
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On Slide 16, you can see where Cipher Mining sits on the global
cost curve for electricity. This is important to understand as electricity represents over 80 percent of our expected OpEx; and
so, if you can lock in a cheap cost of power, this drives the ability to be the low-cost producer of bitcoin from a mining perspective--particularly
when you power computers that are best in class and that are contributing hash rate to the network.
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Bitfury has a long history of developing high performance chips
and servers with proven demand response features and also as a leader in tangential technologies like immersion cooling. We will
take advantage of our unique economic relationship as well as contractual relationship with Bitfury, and we look forward to using
their equipment in our data centers.
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Their eighth-generation ASIC chip will be in mass production
later this year; it is a 5nm chip referred to as the NIVEN chip. Bitfury has an anticipated deployment timeline of the NIVEN chip
as shown on Slide 19. They plan to tape out this month; later this year, they will be in mass production and we hope to have these
servers to power all of our data centers beginning later this year. In addition to these plans, I would note they have actively
managed their relationships and have a high degree of confidence that, at the foundry level, they will have adequate supply to
fulfill all of our orders.
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Bitfury has a unique track record of execution in data centers;
they have a large team of engineers and they have prolific experience in deploying large data centers--as I mentioned, seven data
centers in five different countries in the past; they will be acting as engineering procurement and construction management leader
on our projects, and we have engaged them at a very, very low cost to provide these services. Slide 21 shows their track record
of data center deployment over time.
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And lastly, let me talk about some of the opportunities that
we believe will present themselves to Cipher Mining in the future. If you move forward in our plans, we will be one of the largest
producers of bitcoin in the world; those bitcoins will be freshly minted and never been transacted, and they will have never left
the US regulatory system. We think that makes our inventory particularly attractive for potential partnership opportunities ranging
from everything as simple as loading out our inventory to enhance the yield, to partnering with fintech or financial services firms
to produce strategic partners and asset management products.
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I’d also note that as the space continues to evolve, we
expect larger investors to be more interested in the space, and there are probably further opportunities in the future to drive
efficiencies out of the funding model to build data centers and perform services like mining as a service.
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None of these factors are built into our base case model that
we showed today, but we do think that there will be interesting opportunities in the future.
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Let's talk a little bit about our expected timeline
for build-out. On Slide 24, you can see our expected timeline for build-out across our four initial sites; we do expect to have
our first two data centers up and running in 2021, and we will complete the initial build-out of 445 MW by the end of 2022. This
build-out will result in an estimated 14.8 exahash per second of hash rate; and then going forward, as I mentioned, we plan to
deploy an additional 100 MW per annum in each of years 2023, 2024, and 2025 resulting in our total estimate for five years of
745 MW deployed creating 39.8 exahash per second.
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This business produces tremendous resilience against drops in
the bitcoin price; and this, to me, is what is most exciting about bitcoin mining as a business. If you can ensure that you have
a reasonable cost of power and that you have best-in-class machines, and that you have very reliable deployment operations and
maintenance services, then you can be the low-cost producer of bitcoin; and that provides additional advantages in bitcoin mining
versus other commodities, production type businesses, because not only does that mean that you can continue to operate when it
becomes less profitable for operations if the bitcoin price drops and your competitors have to shut off their machines, in the
case of bitcoin mining, there's an additional factor that if you keep running in those periods, you can grab market share from
the competition. And let's talk about how that works on Slide 25.
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On the right-hand side of this slide, we show four
potential price paths that we will talk about when we get to the financials. So, we have taken, as our base case, as we mentioned,
that bitcoin starts at $25,000 and grows to $50,000 over five years. In addition to that, we've added three other scenarios to
illustrate the strength of our model and downside in flat scenarios. So, on the left-hand side in the upper right, we've got an
estimate where bitcoin starts at $25,000 and drops to $12,500 per bitcoin over the course of five years, a scenario where it's
flat at $25,000; our base case $25,000 to $50,000 for bitcoin; and then on the right, the more bullish case, we're showing which
is, again, as I mentioned tracking closer to reality, these $25 to $100,000 over five years.
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And in each of these bars at the top, you'll see our estimate
for future total network hash rate given that price path. What this means is that as prices of bitcoin go higher, the mining business
becomes more attractive and we would expect more mining activity to enter the space, resulting in more compute power being dedicated
to the network overall, and a higher network hash rate which is represented by the numbers on top of these bars.
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In the light blue shaded area of each bar, you can see Cipher
Mining's contribution to the total network hash rate; and you'll see in the scenarios that are more negative, we have a larger
share of the network hash rate overall. This is, again, due to our lower cost structure, it is still profitable for us to mine
even if bitcoin drops a tremendous amount. And what does that mean? If you look at the bottom of the screen on the right, you see
our estimated monthly quantity of bitcoin reward received in each of those price scenarios; and so, if the bitcoin price drops,
not only do we have more resilience because we can keep mining while other higher-cost miners need to shut off their machines,
we will actually produce more bitcoin in those scenarios. And so, what that means is on a dollar basis, we are very resilient against
the bitcoin price overall.
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I think this is the real opportunity in investing in a mining
business, particularly right now given market conditions; and this really from an investor's perspective, can produce an asymmetric
risk-return profile versus investing in bitcoin directly.
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With that, I’d like to reintroduce Ed and hand it off
to him to walk you through some of our financials.
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Ed Farrell:
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Thank you, Tyler. Let's start with some highlights. First, we
intend to scale the operations to 745 MW; and over the five-year period, you'll see our bitcoin production will increase with 21,000
bitcoins expected, by 2025, per annum. We expect to have positive EBITDA in the fourth quarter of 2021 and positive cash flow by
the first quarter of 2022. Our expected EBITDA margin will be 71 percent, and our free cash conversion ratio will be 58 percent
by 2023. As a scaled miner with low operating costs, our business model will be resilient to downward moves in the bitcoin price.
Our operating model will be lean with low management overhead.
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These graphs present a picture of a few key performance indicators.
The financials assume a conservative base case assumption on the price of bitcoin going from $25,000 to $50,000 over five years.
The upper left graph, this is our anticipated bitcoin mine; this output is what we expect to generate from our data centers. Each
year, our plan will bring more than 100 MW online which results in an upward trend in 2025, where we expect to mine over 21,000
bitcoin.
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The upper-right graph will measure how we are executing our
plan. The bar graph shows our plan to build out 745 MW over five years; the line above shows the amount of hash rates that will
be generated each year. The lower left illustrates our cost to acquire bitcoin; this highlights that our cost structure will enable
us to mine at a significant discount to market price. As Tyler referenced earlier, Cipher Mining, as a low-cost miner, will be
protected if the price of bitcoin drops. The reason is that the higher-cost structured miners will cease their production, enabling
us to increase our market share by contributing more hash rates to the network. And the last KPI on the lower right highlights
the outside margins that this business will yield that will be sustainable as we scale upward.
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Here are a couple financial projections, again, based on our
base case. Here are our revenues and gross profit on the left; and as you can see, consistently scaling upward and to the right.
On the right side, you can see our forecasted EBITDA, CapEx, and free cash flow conversion. Let me point you to the year 2023,
which will be the year we're in full production after the initial build-out. As you can see, we plan to have $465 million in EBITDA,
$194 million in CapEx relating to building out the additional 100 MW. You can see that we still have a significant amount of extra
cash that we can dedicate to further deploy to our data center.
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Here is the quarter-by-quarter look at those same numbers. You
can see on a cash flow basis, we break even in the second quarter of 2022, and on a cumulative cash flow basis, we recoup our investment
in the second quarter of 2024. You will notice that around the same time, a kink in the EBITDA trend. This is related to the projected
block reward halving. After that event, due to our scale and favorable cost structure relative to other higher-cost structured
competitors who may need to scale back their operations, Cipher Mining will continue to deliver strong EBITDA and free cash flow
in the outer years of our plan. Let me say it again: this assumes our base case scenario with the price of bitcoin starting at
$25,000 and going to $50,000 over five years.
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Let us look at some bitcoin price sensitivities. This slide
shows four key metrics: revenue, gross profit, EBITDA, and free cash flow assuming four different price scenarios over five years.
The shaded row in each box is our base case scenario and you can see the results year over year. You can see the more negative
view with the price of bitcoin falling 50 percent remaining flat for five years. You can see that we are still profitable even
in those negative price scenarios. And then there is the one that, at the time, we ran a model we viewed to be most bullish may
be the one tracking closest today and that is the bottom row where the price of bitcoin rises to $100,000 over five years. You
can see that those numbers are extraordinary.
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Regardless of the price scenario, this highlights that as we
execute our plan, the financial results get even more compelling. This slide emphasizes Cipher Mining's potential to outperform
a direct investment in bitcoin; here we are comparing the return of an investment in Cipher Mining versus a bitcoin investment
over five years in our base case and down scenario. Again, this points to the asymmetric risk-return that Tyler referenced earlier.
This slide will again illustrate the strong returns of our business model. The ROI in this business improves year over year as
we become more efficient as we bring on new servers. The table at the bottom shows the ROI of our planned investments broken out
year by year.
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So, these are the graphs of our annual performance of the money
invested in all three years presented; and as you can see in both price scenarios, they're both very high and the ROI improves
year by year. Again, the free cash that we generate will enable us to be opportunistic as we grow the business.
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In summary, the financial results of this business are not only
incredible, but are sustainable. Thank you.
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Tyler Page:
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Thanks, Ed. So, in summary, we are creating a US bitcoin mining
champion with Cipher Mining; it has a strong position on the global cost curve; it has a unique partnership relationship with Bitfury
providing equipment and services; and it has many compelling strategic adjacencies over the long term.
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We look forward to getting to know you all and look forward to building out Cipher Mining.
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Additional Information About the Business Combination and
Where to Find It
In
connection with the proposed transaction, Cipher Mining Technologies Inc. (“Cipher Mining”) will become the wholly-owned
subsidiary of Good Works Acquisition Corp. (“Good Works”) and Good Works will be renamed Cipher Mining Inc. as
of the closing of the proposed transaction. Good Works is expected to file a registration statement on Form S-4 (the “Form
S-4”) with the SEC that will include a proxy statement and prospectus of Good Works and an information statement of
Cipher Mining. Good Works and Cipher Mining urge investors, stockholders and other interested persons to read, when
available, the Form S-4, including the preliminary proxy statement/prospectus and amendments thereto and the definitive proxy statement/prospectus
and documents incorporated by reference therein, as well as other documents filed with the SEC in connection with the proposed
transaction, as these materials will contain important information about Cipher Mining, Good Works and the proposed transaction.
Such persons can also read Good Works’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020, for a
description of the security holdings of Good Works’ officers and directors and their respective interests as security
holders in the consummation of the proposed transaction. When available, the definitive proxy statement/prospectus will be mailed
to Good Works’ stockholders. Stockholders will also be able to obtain copies of such documents and all other relevant documents
filed or that will be filed with the SEC by Good Works, without charge, once available, at the SEC’s website 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. 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.
Participants in the Solicitation
Good
Works, Cipher Mining and their respective directors, executive officers and other members of their management and employees, under
SEC rules, may be deemed to be participants in the solicitation of proxies of Good Works’ stockholders in connection with
the proposed transaction. Investors and security holders may obtain more detailed information regarding the names, affiliations
and interests of Good Works’ directors and executive officers in Good Works’ Annual Report on Form 10-K for the fiscal
year ended December 31, 2020, which was filed with the SEC on February 17, 2021. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of proxies of Good Works’ stockholders in connection with
the proposed transaction will be set forth in the proxy statement/prospectus for the proposed transaction when available. Information
concerning the interests of Good Works’ participants in the solicitation, which may, in some cases, be different than
those of Good Works Acquisition Corp.’s equity holders generally, will be set forth in the proxy statement/prospectus relating
to the proposed transaction when it becomes available.
About Cipher
Cipher 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 expect that the operations at our four initial planned data
centers in Ohio and Texas will enable the Bitcoin network to continue to operate and flourish. Through our business model,
Cipher expects to operate powerful computers that mine Bitcoin and validate transactions on the Bitcoin network. We
believe Cipher 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.
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, including statements regarding the benefits of the proposed business
combination, the anticipated timing of the proposed business combination, 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 Good Works’ or 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,” “positions,” “enables” 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 Mining’s business relationships, performance, and business generally; (v) risks that the proposed
business combination disrupts current plans of Cipher Mining and potential difficulties in Cipher Mining 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 Mining 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 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 (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, the Annual Report on Form 10-K, 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.
Non-Solicitation
This document is
not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Good
Works, Cipher Mining or the combined company, nor shall there be any sale of any such securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws
of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of
the Securities Act of 1933, as amended.
Contacts:
Good Works Acquisition Corp.:
Contact:
Cary Grossman
713-204-3873
cgrossman@shorelinecapitaladvisors.com
Cipher Mining
Mark Roberts
Blueshirt Capital
Advisors
investors@ciphermining.com
Cipher Mining Media Contact:
Ryan Dicovitsky
Dukas Linden Public Relations
908-907-7703
CipherMining@DLPR.com
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