Statistiche di base
| CIK | 1819989 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cipher Mining Inc. - Equity Warrant
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| August 7, 2025 |
Amendment Agreement and Deed of Novation to the Future Sales and Purchase Agreement *** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed. |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 7, 2025 |
cipherminingbusinessupd Presentation for Business Update AUGUST 7, 2025 Forward-Looking Statements This communication contains certain forward-looking statements within the meaning of the federal securities laws of the United States. |
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| August 7, 2025 |
Exhibit 99.1 Cipher Mining Provides Second Quarter 2025 Business Update Second Quarter 2025 Revenue of $44m and Non-GAAP Adjusted Earnings of $30m Black Pearl Phase I exceeds growth targets, bringing Cipher’s total self-mining capacity to ~16.8 EH/s and on track to deliver ~23.5 EH/s by the end of the third quarter 2025 NEW YORK— August 7, 2025 —Cipher Mining Inc. (NASDAQ: CIFR) (“Cipher” or the “ |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| July 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2025 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| June 9, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2025 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 23, 2025 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Cipher Mining Inc. |
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| May 23, 2025 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-281908 EXPLANATORY NOTE This filing is being made pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, solely to add the Calculation of Filing Fee table with respect to the Prospectus Supplement dated May 20 2025, filed by Cipher Mining Inc. with the Securities and Exchange Commission relating to the offer and short sale of |
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| May 22, 2025 |
Exhibit 1.1 $150,000,000 CIPHER MINING INC. 1.75% CONVERTIBLE SENIOR NOTES DUE 2030 UNDERWRITING AGREEMENT May 20, 2025 May 20, 2025 Morgan Stanley & Co. LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 As Representative of the several Underwriters named in Schedule I hereto Ladies and Gentlemen: Cipher Mining Inc., a Delaware corporation (the “Company”), proposes to issu |
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| May 22, 2025 |
Form T-1 Statement of Eligibility and Qualification. Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E |
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| May 22, 2025 |
Exhibit 1.2 Cipher Mining Inc. common stock, par value $0.001 per share UNDERWRITING AGREEMENT May 20, 2025 May 20, 2025 Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 Ladies and Gentlemen: Cipher Mining Inc., a Delaware corporation (the “Company”), is entering into this Agreement with Morgan Stanley & Co. LLC, the sole underwriter (the “Underwriter”), with respect to the offer and sale |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2025 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 22, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Cipher Mining Inc. |
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| May 22, 2025 |
17,540,000 Shares Cipher Mining Inc. Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-281908 PROSPECTUS SUPPLEMENT (To Prospectus dated September 3, 2024) 17,540,000 Shares Cipher Mining Inc. Common Stock This prospectus supplement relates to the offer and short sale of 17,540,000 shares of our common stock, par value $0.001 per share (“common stock”), by Morgan Stanley & Co. LLC (the “Underwriter”), acti |
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| May 22, 2025 |
Exhibit 4.1 Execution Version CIPHER MINING INC. INDENTURE Dated as of May 22, 2025 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SE |
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| May 22, 2025 |
$150,000,000 1.75% Convertible Senior Notes due 2030 424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-281908 PROSPECTUS SUPPLEMENT (To Prospectus dated September 3, 2024) $150,000,000 1.75% Convertible Senior Notes due 2030 We are offering $150,000,000 aggregate principal amount of our 1.75% convertible senior notes due 2030 (the “notes”). In addition, we have granted the underwriters an option, which is exercisable within 30 days after t |
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| May 22, 2025 |
Exhibit 4.2 CIPHER MINING INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 22, 2025 1.75% Convertible Senior Notes due 2030 CROSS REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 10.09 (a)(2) 10.09 (a)(3) N/A (a)(4) N/A (a)(5) N/A (b) 10.09, 10.03 (c) N/A 311(a) 10.03 (b) 10.03 |
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| May 21, 2025 |
FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. |
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| May 21, 2025 |
PRICING TERM SHEET May 20, 2025 Cipher Mining Inc. Offering of 17,540,000 shares of Common Stock FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. |
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| May 20, 2025 |
Exhibit 99.1 Cipher Mining Announces Proposed Convertible Senior Notes Offering and Proposed Hedging Transaction to Place Borrowed Common Stock NEW YORK – May 20, 2025 – Cipher Mining Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”) today announced its intention to offer, subject to market and other conditions, $150,000,000 aggregate principal amount of convertible senior notes due 2030 (the “notes |
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| May 20, 2025 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2025 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 20, 2025 |
Subject to Completion, dated May 20, 2025 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-281908 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell, nor a solicitation of an offer to buy, the notes in any jurisdiction where the offer or sale is not permitted. Subject to Com |
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| May 20, 2025 |
SUBJECT TO COMPLETION DATED MAY 20, 2025 Table of Contents This preliminary prospectus supplement relates to an effective registration statement filed with the U. |
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| May 6, 2025 |
Presentation for Business Update MAY 6, 2025 Forward-Looking Statements This communication contains certain forward-looking statements within the meaning of the federal securities laws of the United States. |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2025 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| May 6, 2025 |
Exhibit 99.1 Cipher Mining Provides First Quarter 2025 Business Update First Quarter 2025 Revenue of $49m, up 16% quarter over quarter Signed term sheet with Fortress Credit Advisors to serve as the JV financing partner at Barber Lake Nearing completion of 150 MW Phase I infrastructure at Black Pearl First Quarter 2025 GAAP Net Loss of $39m, and Non-GAAP Adjusted Earnings of $6m NEW YORK— May 6, 2 |
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| April 21, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy S |
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| April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| April 18, 2025 |
Letter from Marcum, dated April 18, 2025 Marcum LLP n One Montgomery Street n Suite 1700 n San Francisco, California 94104 n Phone 415. |
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| April 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2025 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 14, 2025 |
April 14, 2025 VIA EDGAR AND ELECTRONIC MAIL United States Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N. |
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| March 3, 2025 |
As filed with the Securities and Exchange Commission on March 3, 2025 Table of Contents As filed with the Securities and Exchange Commission on March 3, 2025 Registration No. |
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| March 3, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 Registration Statement under the Securities Act of 1933 (Form Type) Cipher Mining Inc. |
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| February 25, 2025 |
As filed with the Securities and Exchange Commission on February 25, 2025 As filed with the Securities and Exchange Commission on February 25, 2025 Registration No. |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-39625 Cipher Minin |
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| February 25, 2025 |
Exhibit 99.1 Cipher Mining Provides Fourth Quarter and Full Year 2024 Business Update Fourth Quarter 2024 Net Earnings of $18m, and Adjusted Earnings of $51m Completed upgrade of Odessa fleet, increasing total self-mining hashrate to ~13.5 EH/s Completed acquisition of Stingray data center site, featuring 100 MW of front-of-the-meter capacity, all necessary regulatory approvals, and 250 acres of l |
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| February 25, 2025 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Cipher Mining Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value US $0.001 per |
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| February 25, 2025 |
List of Subsidiaries of Cipher Mining Inc. Exhibit 21.1 SUBSIDIARIES OF CIPHER MINING INC. Name of Subsidiary Jurisdiction Alborz LLC Delaware Bear LLC Delaware Chief Mountain LLC Delaware Cipher Barber Lake LLC Delaware Cipher Black Pearl LLC Delaware Cipher Mining (Canada) Inc. Canada Cipher Mining Infrastructure LLC Delaware Cipher Mining Technologies Inc. Delaware Cipher Operations and Maintenance LLC Delaware Cipher Red Dragon Limited |
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| February 25, 2025 |
nsider Trading Compliance Policy Exhibit 19.1 CIPHER MINING INC. INSIDER TRADING COMPLIANCE POLICY (As of February 12, 2025) Federal laws and regulations prohibit trading in the securities of a company while in possession of material nonpublic information and in breach of a duty of trust or confidence. These laws and regulations also prohibit anyone who is aware of material nonpublic information from providing this information to |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| February 25, 2025 |
exh992revduploadtoworkiv Presentation for Business Update FEBRUARY 25, 2025 Forward-Looking Statements This communication contains certain forward-looking statements within the meaning of the federal securities laws of the United States. |
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| February 4, 2025 |
EX-24 2 PowerOfAttorney.txt EXHIBIT 24: POWER OF ATTORNEY POWER OF ATTORNEY The undersigned, BlackRock, Inc., a corporation duly organized under the laws of the State of Delaware, United States (the "Company"), does hereby make, constitute and appoint each of Eric Andruczyk, Richard Cundiff, R. Andrew Dickson, III, Spencer Fleming, Laura Hildner, David Maryles, Christopher Meade, Charles Park, Jam |
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| February 4, 2025 |
EX-99 3 ITEM7.txt EXHIBIT 99: ITEM 7 BlackRock Advisors, LLC Aperio Group, LLC BlackRock (Netherlands) B.V. BlackRock Institutional Trust Company, National Association BlackRock Asset Management Ireland Limited BlackRock Financial Management, Inc. BlackRock Asset Management Schweiz AG BlackRock Investment Management, LLC BlackRock Investment Management (UK) Limited BlackRock Asset Management Canad |
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| January 30, 2025 |
EX-99.1 Exhibit 99.1 Cipher Mining Announces $50 Million PIPE Investment from SoftBank Group SoftBank to purchase approximately 10.4 million shares of Cipher common stock for $50 million NEW YORK – January 30, 2025 – Cipher Mining Inc. (NASDAQ:CIFR) (“Cipher” or the “Company”) today announced a $50 million investment from SoftBank Group Corp. (TSE: 9984, “SoftBank”), one of the world’s most promin |
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| January 30, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 30, 2025, is made and entered into by and between Cipher Mining Inc., a Delaware corporation (“Cipher”), and Star Beacon LLC (“SoftBank” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Subscriber” |
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| January 30, 2025 |
Exhibit 10.1 Execution Version SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (as may be amended from time to time, this “Subscription Agreement”) is entered into as of the 30th day of January, 2025, by and among Cipher Mining Inc., a Delaware corporation (“Cipher”), and Star Beacon LLC, a Delaware limited liability company and wholly owned subsidiary of SoftBank Group Corp., a Japanese Kabush |
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| January 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2025 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| November 12, 2024 |
CIFR / Cipher Mining Inc. / Bitfury Top HoldCo B.V. Activist Investment SC 13D/A 1 bitfury13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Cipher Mining Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 17253J106 (CUSIP Number) Stijn Ehren Strawinskylaan 3051 1077ZX Amsterdam, the Netherlands +31 6 29 94 48 88 (Name, Address and Telephone Number of |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| October 31, 2024 |
Exhibit 99.1 Cipher Mining Provides Third Quarter 2024 Business Update Completed acquisition of Barber Lake data center site, which includes 250 acres of land in West Texas, a newly constructed high-to-mid voltage substation, approvals for 300 MW, and agreements necessary to participate in the ERCOT market Completed acquisition of Reveille data center site, which includes approvals for 70 MW and p |
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| October 31, 2024 |
cipherminingbusinessupd Presentation for Business Update OCTOBER 31, 2024 Forward-Looking Statements This communication contains certain forward-looking statements within the meaning of the federal securities laws of the United States. |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| September 10, 2024 |
CIFR / Cipher Mining Inc. / Bitfury Top HoldCo B.V. Activist Investment SC 13D/A 1 bitfury13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Cipher Mining Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 17253J106 (CUSIP Number) Stijn Ehren Strawinskylaan 3051 1077ZX Amsterdam, the Netherlands +31 6 29 94 48 88 (Name, Address and Telephone Number of |
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| September 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2024 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| September 4, 2024 |
CIFR / Cipher Mining Inc. / Bitfury Top HoldCo B.V. Activist Investment SC 13D/A 1 bitfury13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Cipher Mining Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 17253J106 (CUSIP Number) Stijn Ehren Strawinskylaan 3051 1077ZX Amsterdam, the Netherlands +31 6 29 94 48 88 (Name, Address and Telephone Number of |
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| September 3, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 Registration Statement under the Securities Act of 1933 (Form Type) Cipher Mining Inc. |
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| September 3, 2024 |
As filed with the Securities and Exchange Commission on September 3, 2024 Table of Contents As filed with the Securities and Exchange Commission on September 3, 2024 Registration No. |
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| September 3, 2024 |
Exhibit 4.4 CIPHER MINING INC. INDENTURE Dated as of , 20 [ ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Establishm |
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| September 3, 2024 |
Exhibit 1.2 CIPHER MINING INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Amended and Restated Sales Agreement September 3, 2024 Cantor Fitzgerald & Co. 110 E. 59th St., 6th Floor New York, NY 10022 Canaccord Genuity LLC 535 Madison Avenue New York, NY 10022 Compass Point Research & Trading, LLC 1055 Thomas Jefferson Street NW, Suite 303 Washington, DC 20007 N |
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| September 3, 2024 |
Up to $296,560,661 Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-267537 AMENDMENT NO. 2 DATED SEPTEMBER 3, 2024 to Prospectus Supplement dated August 4, 2023 and Prospectus dated October 7, 2022 Up to $296,560,661 Common Stock This amendment no. 2 (“Amendment No. 2”) to prospectus supplement, or this amendment, amends our prospectus supplement dated August 4, 2023 (the “prospectus supplemen |
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| August 13, 2024 |
Amended and Restated Non-Employee Directors Compensation Policy Exhibit 10.1 CIPHER MINING INC. NON-EMPLOYEE DIRECTORS COMPENSATION POLICY (As Amended and Restated Effective May 2, 2024) Non-employee members of the board of directors (the “Board”) of Cipher Mining Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Amended and Restated Non-Employee Directors Compensation Policy (this “Policy”). The cash and equit |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 13, 2024 |
Exhibit 10.2 Certain information marked as [****] has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the Registrant treats as private or confidential. DATED June 5th , 2024 BITMAIN TECHNOLOGIES DELAWARE LIMITED (“BITMAIN”) and Cipher Mining Infrastructure LLC (“PURCHASER”) SUPPLEMENTAL AGREEMENT TO FUTURE SALES AND PURCHASE AGREEMENT (ANTMINER T21) re |
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| August 13, 2024 |
Exhibit 10.3 DATED July 10th, 2024 BITMAIN TECHNOLOGIES DELAWARE LIMITED (“BITMAIN”) and Cipher Mining Infrastructure LLC (“PURCHASER”) AMENDMENT AGREEMENT TO FUTURE SALES AND PURCHASE AGREEMENT (ANTMINER T21) relating to the purchase of Hash Super Computing Server, T21 Dated December 16th, 2023 BM Ref: SALES-20240627-01 THIS AMENDMENT AGREEMENT (this “Amendment”) is made on July 10th, 2024. BETWE |
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| August 13, 2024 |
Presentation for Business Update August 13, 2024 Presentation for Business Update August 13, 2024 Forward-Looking Statements This communication contains certain forward-looking statements within the meaning of the federal securities laws of the United States. |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| August 13, 2024 |
Exhibit 99.1 Cipher Mining Provides Second Quarter 2024 Business Update Current hashrate of ~8.7 EH/s on target for ~13.5 EH/s by end of 2024 and ~35.0 EH/s by end of 2025 Acquiring additional 1.7 GW of power capacity suitable for HPC infrastructure or bitcoin mining Second Quarter 2024 GAAP Net Loss of $15m, and Non-GAAP Adjusted Loss of $3m NEW YORK—August 13, 2024—Cipher Mining Inc. (NASDAQ: CI |
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| July 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2024 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| June 28, 2024 |
CIFR / Cipher Mining Inc. / Bitfury Top HoldCo B.V. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Cipher Mining Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 17253J106 (CUSIP Number) Stijn Ehren Strawinskylaan 3051 1077ZX Amsterdam, the Netherlands +31 6 29 94 48 88 (Name, Address and Telephone Number of Person Authorized to Recei |
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| June 13, 2024 |
CIFR / Cipher Mining Inc. / Bitfury Top HoldCo B.V. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Cipher Mining Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 17253J106 (CUSIP Number) Stijn Ehren Strawinskylaan 3051 1077ZX Amsterdam, the Netherlands +31 6 29 94 48 88 (Name, Address and Telephone Number of Person Authorized to Recei |
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| June 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2024 CIPHER MINING INC. (Exact name of registrant as specified in its charter) Delaware 001-39625 85-1614529 (State or other jurisdiction of incorporation or organizat |
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| June 10, 2024 |
Exhibit 99.1 Cipher Mining Announces Significant Upgrades to its Mining Fleet and Increases Target Hash Rate and Fleet Efficiency for 2024 and 2025 June 5, 2024 New 2024 year-end self-mining hash rate target of ~13.5 EH/s with fleet efficiency of ~18.6 J/TH New 2025 year-end self-mining hash rate target of ~35 EH/s with fleet efficiency of ~15 J/TH Upgraded rigs to S21 Pro and accelerated delivery |
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| May 16, 2024 |
CIFR / Cipher Mining Inc. / Bitfury Top HoldCo B.V. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Cipher Mining Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 17253J106 (CUSIP Number) Stijn Ehren Strawinskylaan 3051 1077ZX Amsterdam, the Netherlands +31 6 29 94 48 88 (Name, Address and Telephone Number of Person Authorized to Recei |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| May 7, 2024 |
Exhibit 99.1 Cipher Mining Provides First Quarter 2024 Business Update First Quarter 2024 GAAP Net Income of $40m, and Non-GAAP Adjusted Earnings of $63m First Quarter 2024 Revenues of $48m Current Self-Mining Hash Rate of ~7.7 EH/s and on track to reach ~9.3 EH/s by end of Third Quarter 2024, with plans to grow to ~25.1 EH/s by end of 2025 NEW YORK—May 7, 2024—Cipher Mining Inc. (NASDAQ: CIFR) (“ |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 07, 2024 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 7, 2024 |
Presentation for Business Update May 7, 2024 Presentation for Business Update May 7, 2024 Forward-Looking Statements This communication contains certain forward-looking statements within the meaning of the federal securities laws of the United States. |
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| May 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 02, 2024 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| April 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| March 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 19, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy S |
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| March 8, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy S |
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| March 6, 2024 |
Up to $296,560,661 Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-267537 AMENDMENT NO. 1 DATED MARCH 6, 2024 To Prospectus Supplement dated August 4, 2023 and Prospectus dated October 7, 2022 Up to $296,560,661 Common Stock This prospectus supplement amendment no. 1 (this “amendment”) amends the prospectus supplement, dated August 4, 2023 (the “prospectus supplement”). This amendment should |
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| March 6, 2024 |
Exhibit 1.1 CIPHER MINING INC. Shares of Common Stock (par value $0.001 per share) AMENDMENT NO. 1 TO CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT March 6, 2024 Cantor Fitzgerald & Co. 110 E. 59th St., 6th Floor New York, NY 10022 Canaccord Genuity LLC 1 Post Office Square 30th Floor Boston, MA 02109 Compass Point Research & Trading, LLC 1055 Thomas Jefferson Street NW, Suite 303 Washington, DC 20 |
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| March 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2024 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| March 5, 2024 |
*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed. |
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| March 5, 2024 |
Presentation for Business Update March 5, 2024 Presentation for Business Update March 5, 2024 Forward-Looking Statements This communication contains certain forward-looking statements within the meaning of the federal securities laws of the United States. |
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| March 5, 2024 |
*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed. |
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| March 5, 2024 |
List of Subsidiaries of Cipher Mining Inc. Exhibit 21.1 SUBSIDIARIES OF CIPHER MINING INC. Name of Subsidiary Jurisdiction Alborz LLC Delaware Alborz Mining LLC Delaware Bear LLC Delaware Bear Mining 1 LLC Delaware Bear Mining 2 LLC Delaware Chief Mining LLC Delaware Chief Mountain LLC Delaware Cipher Black Pearl LLC Delaware Cipher Mining (Canada) Inc. Canada Cipher Mining Infrastructure LLC Delaware Cipher Mining Technologies Inc. Delawa |
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| March 5, 2024 |
Compensation Recoupment Policy Exhibit 97.1 CIPHER MINING INC. COMPENSATION RECOUPMENT POLICY This CIPHER MINING INC. Compensation Recoupment Policy (the “Policy”) has been adopted by the Board of Directors (the “Board”) of CIPHER MINING INC. (the “Company”) on November 2, 2023. This Policy provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncomplian |
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| March 5, 2024 |
Data Center Lease, dated as of December 6, 2023. *** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed. |
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| March 5, 2024 |
*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed. |
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| March 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 05, 2024 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39625 Cipher Mining |
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| March 5, 2024 |
Exhibit 99.1 Cipher Mining Provides Fourth Quarter and Full Year 2023 Business Update Fourth Quarter GAAP Earnings of $10.6m and Non-GAAP Earnings of $27.8m Full Year 2023 Revenues of $126.8m Increased Hash Rate to 7.4 EH/s in First Quarter 2024 and on track to reach 9.3 EH/s by end of Third Quarter 2024, with potential to grow to 25 EH/s by the end of 2025 NEW YORK—March 5, 2024—Cipher Mining Inc |
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| March 5, 2024 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Cipher Mining Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Common Stock Common Stock, pa |
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| March 5, 2024 |
Power of Attorney (included on signature page). As filed with the Securities and Exchange Commission on March 5, 2024 Registration No. |
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| February 26, 2024 |
EX-99.1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning su |
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| February 26, 2024 |
CIFR / Cipher Mining Inc. / Bitfury Top HoldCo B.V. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Cipher Mining Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 17253J106 (CUSIP Number) Stijn Ehren Strawinskylaan 3051 1077ZX Amsterdam, the Netherlands +31 6 29 94 48 88 (Name, Address and Telephone Number of Person Authorized |
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| January 24, 2024 |
CIFR / Cipher Mining Inc. / Bitfury Top HoldCo B.V. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Cipher Mining Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 17253J106 (CUSIP Number) Stijn Ehren Strawinskylaan 3051 1077ZX Amsterdam, the Netherlands +31 6 29 94 48 88 (Name, Address and Telephone Number of Person Authorized to Recei |
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| December 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2023 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| December 18, 2023 |
Exhibit 99.1 Cipher Mining Purchases 7.1 EH/s of New Miners and Option to Purchase an Additional 8.7 EH/s of Latest Generation Miners from Bitmain Purchases 7.1 EH/s of latest generation Bitmain T21 miners for $99.5 million, representing a unit price of $14/TH Secures option to purchase up to an additional 8.7 EH/s at the same fixed price terms Full purchase order and option would bring total hash |
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| December 8, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 08, 2023 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| December 8, 2023 |
Exhibit 99.1 Cipher Mining Announces the Closing of its Acquisition of Black Pearl Closed Transaction to Acquire a New Texas-based, ERCOT-approved Site with Interconnection up to 300 MW, Expected to Come Online in 2025 NEW YORK—December 8, 2023 (GLOBE NEWSWIRE)—Cipher Mining Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”), a leading developer and operator of bitcoin mining data centers, today anno |
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| November 9, 2023 |
CIFR / Cipher Mining Inc / Bitfury Top HoldCo B.V. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cipher Mining Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 17253J106 (CUSIP Number) Stijn Ehren Strawinskylaan 3051 1077ZX Amsterdam, the Netherlands +31 6 29 94 48 88 (Name, Address and Telephone Number of Person Authorized to Recei |
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| November 9, 2023 |
Exhibit 99.1 Bitfury Group Announces Sale of 10 Million Shares of Cipher Mining Inc. Common Stock and Lock-Up Agreement for Remaining Holdings AMSTERDAM, November 9, 2023 – Bitfury Group (“Bitfury” or the “Company”), a leading full-service blockchain technology company, announced today that it has sold 10,000,000 shares of the common stock of Cipher Mining Inc. (NASDAQ:CIFR) (“Cipher”) at a price |
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| November 9, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 09, 2023 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| November 8, 2023 |
Presentation for Business Update November 8, 2023 Presentation for Business Update November 8, 2023 Forward-Looking Statements This communication contains certain forward-looking statements within the meaning of the federal securities laws of the United States. |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 08, 2023 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| November 8, 2023 |
Exhibit 99.1 Cipher Mining Provides Third Quarter 2023 Business Update Completed the Build-out of the Odessa Data Center and Achieved All-Time High Self-Mining Hash Rate Capacity of up to 7.2 Exahash per Second (“EH/s”) Signed Agreement to Acquire a New Texas-based, ERCOT-approved Site with Interconnection up to 300 MW, Expected to Come Online in 2025 Purchased ~1.2 EH/s of the Latest Generation S |
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| November 8, 2023 |
Cipher Mining Inc. 2,397,424 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-267537 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED OCTOBER 7, 2022) Cipher Mining Inc. 2,397,424 Shares of Common Stock We are offering 2,397,424 shares (the “Shares”) of our common stock, par value $0.001 per share, directly to Trinity Mining Group, Inc., a Delaware corporation (“Trinity”), in this offering pursuant to this pr |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| August 29, 2023 |
Exhibit 10.1 *** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed. EXECUTION VERSION FOURTH AMENDMENT TO POWER PURCHASE AGREEMENT THIS FOURTH AMENDMENT dated August 23, 2023 (this “Amendment”), amends that certain Power Purchase Agre |
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| August 29, 2023 |
Exhibit 10.2 *** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed. EXECUTION VERSION SECOND AMENDMENT TO LEASE AGREEMENT THIS SECOND AMENDMENT dated August 23, 2023 (this “Amendment”), amends that certain Lease Agreement dated June 2 |
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| August 29, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2023 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 8, 2023 |
Amended and Restated Non-Employee Directors Compensation Policy. Exhibit 10.2 CIPHER MINING INC. NON-EMPLOYEE DIRECTORS COMPENSATION POLICY (As Amended and Restated Effective March 9, 2023) Non-employee members of the board of directors (the “Board”) of Cipher Mining Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Amended and Restated Non-Employee Directors Compensation Policy (this “Policy”). The cash and equ |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| August 8, 2023 |
Presentation for Business Update August 8, 2023 Presentation for Business Update August 8, 2023 Forward-Looking Statements This communication contains certain forward-looking statements within the meaning of the federal securities laws of the United States. |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 03, 2023 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 8, 2023 |
Exhibit 99.1 Cipher Mining Provides Second Quarter 2023 Business Update Achieved All-Time High Self-Mining Hash Rate Capacity of 6.8 Exahash per Second (“EH/s”) and on Track to Achieve 7.2 EH/s in Q3 2023 GAAP Diluted Net Loss of $0.05 per Share (Non-GAAP Diluted Net Income of $0.04 per Share) Welcomes Robert Flatley to the Company’s Board of Directors NEW YORK—August 8, 2023—Cipher Mining Inc. (N |
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| August 4, 2023 |
Exhibit 1.1 CIPHER MINING INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement August 3, 2023 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Canaccord Genuity LLC 535 Madison Avenue New York, NY 10022 Compass Point Research & Trading, LLC 1055 Thomas Jefferson Street NW, Suite 303 Washington, DC 20007 Needham & Company, LLC 250 Park Aven |
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| August 4, 2023 |
Up to $250,000,000 Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-267537 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED OCTOBER 7, 2022) Up to $250,000,000 Common Stock We have entered into a Controlled Equity OfferingSM Sales Agreement, or the Sales Agreement, with Cantor Fitzgerald & Co. (“Cantor”), Canaccord Genuity LLC (“Canaccord”), Needham & Company, LLC (“Needham”) and Compass Point |
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| August 4, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2023 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 1, 2023 |
Cipher Mining Inc. 187,109,827 Shares Common Stock Offered by the Selling Securityholder 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. |
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| May 30, 2023 |
Cipher Mining Inc. 1 Vanderbilt Avenue, Floor 54, Suite C New York, New York 10017 +1 (332) 262-2300 CORRESP Cipher Mining Inc. 1 Vanderbilt Avenue, Floor 54, Suite C New York, New York 10017 +1 (332) 262-2300 May 30, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Re: Cipher Mining Inc. (the “Company”) Registration Statement on Form S-3 (File No. 333-271641) Ladies and Gentlemen: The Company hereby req |
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| May 30, 2023 |
CORRESP 99 Bishopsgate London EC2M 3XF United Kingdom Tel: +44(0)20.7710.1000 Fax: +44(0)20.7374.4460 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County May 30, 2023 Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai Hong Kong Silicon Valley Houston Singapore London Tel Aviv VIA EDGAR AND E |
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| May 23, 2023 |
United States securities and exchange commission logo May 23, 2023 Tyler Page Chief Executive Officer Cipher Mining Inc. |
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| May 9, 2023 |
Exhibit 99.1 Cipher Mining Provides First Quarter 2023 Business Update Four Data Centers Operational and Hashing at All-Time High Hash Rate Capacity of Over 6.0 Exahash per Second (“EH/s”) Purchased 11,000 Canaan A1346 Model Mining Rigs Expected to be Delivered and Energized in Q3 Bringing Self-Mining Hash Rate Capacity to 7.2 EH/s GAAP Diluted Net Loss of $0.03 per Share (Non-GAAP Diluted Net Inc |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 09, 2023 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| May 9, 2023 |
Exhibit 99.3 Cipher Mining Purchases 11,000 New Mining Machines From Canaan Inc. The 11,000 New A1346 Model Mining Machines are Scheduled to be Delivered and Energized in the Third Quarter of 2023 Purchase Will Complete the Buildout of Cipher’s Facility in Odessa, Texas and Achieve a Hash Rate of 7.2 Exahash per Second (“EH/s”) by the End of the Third Quarter of 2023 NEW YORK and SINGAPORE—May 9, |
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| May 9, 2023 |
Presentation for Business Update May 9, 2023 Presentation for Business Update May 9, 2023 Forward-Looking Statements This communication contains certain forward-looking statements within the meaning of the federal securities laws of the United States. |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 04, 2023 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 4, 2023 |
As filed with the Securities and Exchange Commission on May 4, 2023 S-3 Table of Contents As filed with the Securities and Exchange Commission on May 4, 2023 Registration No. |
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| May 4, 2023 |
EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) Cipher Mining Inc. |
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| March 23, 2023 |
DEF 14A 1 cifr-def14a-2023.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the |
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| March 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 20, 2023 |
Exhibit 99.1 Cipher Mining Announces Leadership Team Promotions Patrick Kelly and Will Iwaschuk to Serve as Co-Presidents Olivia Stennett to Serve as Chief Administrative Officer Fintech and Finance Veterans Will Assume Additional Leadership Responsibilities to Further Bitcoin Mining and Adjacent Business Growth Opportunities NEW YORK—March 20, 2023—Cipher Mining Inc. (NASDAQ: CIFR) (“Cipher” or t |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2023 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 14, 2023 |
Presentation for Business Update March 14, 2023 Presentation for Business Update March 14, 2023 Disclaimers Forward-Looking Statements This communication contains certain forward-looking statements within the meaning of the federal securities laws of the United States. |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39625 Cipher Mining |
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| March 14, 2023 |
Cipher Mining Provides Fourth Quarter and Full Year 2022 Business Update Four Data Centers Operational and Hashing at All-Time High Hash Rate Capacity of ~5. |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 CIPHER MINING INC. (Exact name of registrant as specified in its charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File |
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| December 21, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2022 CIPHER MINING INC. (Exact name of registrant as specified in its charter) Delaware 001-39625 85-1614529 (State or other jurisdiction of incorporation or orga |
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| December 19, 2022 |
424B3 1 d432127d424b3.htm 424B3 Prospectus Supplement No. 1 (to Prospectus dated October 7, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-267537 Cipher Mining Inc. $500,000,000 Common Stock Preferred Stock Warrants Units 23,223,222 Shares of Common Stock Offered by Selling Securityholders 8,613,978 Shares of Common Stock Underlying Warrants 85,500 Warrants to Purchase Shares of Commo |
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| November 14, 2022 |
EX-99.2 Exhibit 99.2 November 14, 2022 Safe Harbor • This presentation has been prepared by Cipher Mining Inc. and is made for informational purposes only. The information set forth herein does not purport to be complete or to contain all of the information you may desire. You must evaluate, and bear all risks associated with, the use of any information provided hereunder, including any reliance o |
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| November 14, 2022 |
EX-99.1 Exhibit 99.1 Cipher Mining Provides Third Quarter 2022 Business Update GAAP Diluted Net Income of $0.24 per Share (Non-GAAP Diluted Net Loss of $0.06 per Share) Two Additional Data Centers Completed and Now Hashing Odessa Data Center Expected to Begin Mining this Month NEW YORK—November 14, 2022—Cipher Mining Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”), a U.S.-based bitcoin mining comp |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2022 CIPHER MINING INC. (Exact name of registrant as specified in its charter) Delaware 001-39625 85-1614529 (State or other jurisdiction of incorporation or organ |
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| November 8, 2022 |
EX-10.1 Exhibit 10.1 Supplementary Agreement on Contract No.SFA-20210901-M30-101 This Supplementary agreement (this “Agreement”) is made and entered into on November 4, 2022 (the “Effective Date”) by and among: Super Acme Technology (Hong Kong) Limited (company No. of 2676338), a business company incorporated under the laws of Hong Kong and having its registered office at FLAT/RM A 12/F KIU FU COM |
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| October 7, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-267537 PROSPECTUS Cipher Mining Inc. $500,000,000 Common Stock Preferred Stock Warrants Units 23,265,565 Shares of Common Stock Offered by Selling Securityholders 8,613,978 Shares of Common Stock Underlying Warrants 85,500 Warrants to Purchase Shares of Common Stock We may offer and sell up to $500,000,000 in the aggregate of the secu |
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| October 7, 2022 |
Up to $250,000,000 Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-267537 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED OCTOBER 7, 2022) Up to $250,000,000 Common Stock We have entered into an at the market offering agreement, or the Sales Agreement, with H.C. Wainwright & Co., LLC, or ?Wainwright,? dated September 21, 2022, relating to the sale of our common stock offered by this prospectus sup |
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| October 4, 2022 |
Cipher Mining Inc. 1 Vanderbilt Avenue, Floor 54, Suite C New York, New York 10017 +1 (332) 262-2300 CORRESP 1 filename1.htm Cipher Mining Inc. 1 Vanderbilt Avenue, Floor 54, Suite C New York, New York 10017 +1 (332) 262-2300 October 4, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Re: Cipher Mining Inc. (the “Company”) Registration Statement on Form S-3 (File No. 333-267537) Ladies and Gentlemen: The |
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| October 4, 2022 |
United States securities and exchange commission logo October 3, 2022 Tyler Page Chief Executive Officer Cipher Mining Inc. |
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| September 22, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262283 Prospectus Supplement No. 6 (To Prospectus dated May 2, 2022) Cipher Mining Inc. This prospectus supplement updates, amends and supplements the prospectus dated May 2, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-262283). Capitalized terms used in this prospectus supplement and |
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| September 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2022 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission F |
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| September 21, 2022 |
Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) Cipher Mining Inc. |
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| September 21, 2022 |
Exhibit 1.2 AT THE MARKET OFFERING AGREEMENT September 21, 2022 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: Cipher Mining Inc., a corporation organized under the laws of Delaware (the ?Company?), confirms its agreement (this ?Agreement?) with H.C. Wainwright & Co., LLC (the ?Manager?) as follows: 1. Definitions. The terms that follow, when used in this |
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| September 21, 2022 |
As filed with the Securities and Exchange Commission on September 21, 2022 Table of Contents As filed with the Securities and Exchange Commission on September 21, 2022 Registration No. |
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| September 21, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262283 Prospectus Supplement No. 5 (To Prospectus dated May 2, 2022) Cipher Mining Inc. This prospectus supplement updates, amends and supplements the prospectus dated May 2, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-262283). Capitalized terms used in this prospectus supplement and |
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| September 15, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of the earliest event reported): September 13, 2022 CIPHER MINING INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation or Organization) (Commis |
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| September 15, 2022 |
Exhibit 10.1 Executive Officer Double-Trigger RSU Agreement CIPHER MINING INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK Unit Grant Notice Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the ?Plan?) of Cipher Mining Inc. (the ?Company?). The Co |
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| September 2, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262283 Prospectus Supplement No. 4 (To Prospectus dated May 2, 2022) Cipher Mining Inc. This prospectus supplement updates, amends and supplements the prospectus dated May 2, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-262283). Capitalized terms used in this prospectus supplement and |
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| September 1, 2022 |
Exhibit 10.1 Execution Version THIRD AMENDMENT TO POWER PURCHASE AGREEMENT THIS THIRD AMENDMENT dated August 26, 2022 (this ?Amendment?), amends that certain Power Purchase Agreement dated June 23, 2021, as amended (the ?PPA?), by and among Luminant ET Services Company LLC, a Texas limited liability company (the ?Seller?) and Cipher Mining Technologies Inc., a Delaware corporation (the ?Buyer?). C |
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| September 1, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2022 CIPHER MINING INC. (Exact name of registrant as specified in its charter) Delaware 001-39625 85-1614529 (State or other jurisdiction of incorporation or organi |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 9, 2022 |
Exhibit 99.1 Cipher Mining Provides Second Quarter 2022 Business Update First of Four Initial Data Centers Completed Three Additional Data Centers on Track for Deployment this Year Power and Machine Contract Cost Discipline Provides Flexible and Resilient Business Model NEW YORK?August 9, 2022?Cipher Mining Inc. (NASDAQ: CIFR) ("Cipher" or the "Company"), a U.S.-based bitcoin mining company, today |
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| August 9, 2022 |
Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262283 Prospectus Supplement No. 3 (To Prospectus dated May 2, 2022) Cipher Mining Inc. This prospectus supplement updates, amends and supplements the prospectus dated May 2, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-262283). Capitalized terms used in this prospect |
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| August 9, 2022 |
August 2022 Safe Harbor This presentation has been prepared by Cipher Mining Inc. and is made for informational purposes only. The information set forth herein does not purport to be complete or to contain all of the information you may desire. You must evaluate, and bear all risks associated with, the use of any information provided hereunder, including any reliance on the accuracy, completeness, |
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| May 10, 2022 |
May 2022 Safe Harbor This presentation has been prepared by Cipher Mining Inc. and is made for informational purposes only. The information set forth herein does not purport to be complete or to contain all of the information you may desire. You must evaluate, and bear all risks associated with, the use of any information provided hereunder, including any reliance on the accuracy, completeness, sa |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| May 10, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262283 Prospectus Supplement No. 2 (To Prospectus dated May 2, 2022) Cipher Mining Inc. This prospectus supplement updates, amends and supplements the prospectus dated May 2, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-262283). Capitalized terms used in this prospectus supplement and |
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| May 10, 2022 |
Exhibit 99.1 Cipher Mining Provides First Quarter 2022 Business Update Began Bitcoin Mining in February 2022 Reaching Significant Milestones for Build Out Plan NEW YORK?May 10, 2022?Cipher Mining Inc. (NASDAQ: CIFR) ("Cipher" or the "Company"), a U.S.-based Bitcoin mining company, today announced results for its first quarter ending March 31, 2022, along with an update on its operations and deploy |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 CIPHER MINING INC. (Exact name of registrant as specified in its charter) Delaware 001-39625 85-1614529 (State or other jurisdiction of incorporation or organizati |
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| May 10, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262283 Prospectus Supplement No. 1 (To Prospectus dated May 2, 2022) Cipher Mining Inc. This prospectus supplement updates, amends and supplements the prospectus dated May 2, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-262283). Capitalized terms used in this prospectus supplement and |
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| May 10, 2022 |
Amended and Restated Framework Agreement on Supply of Blockchain Servers, dated May 6, 2022 Exhibit 10.1 Certain information marked as [****] has been excluded from this exhibit because it is both (i) not material and (ii) the type that the Registrant treats as private or confidential. Execution Copy Amended and Restated Framework Agreement on Supply of Blockchain Servers between SuperAcme Technology (Hong Kong) Limited and Cipher Mining Technologies Inc. Agreement No.: SFA-20210901-M30- |
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| May 4, 2022 |
Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-262283 PROSPECTUS Cipher Mining Inc. 13,742,842 Shares of Common Stock 8,614,000 Shares of Common Stock Underlying Warrants 85,500 Private Placement Warrants to Purchase Shares of Common Stock This prospectus relates to (A) the offer and sale from time to time by the selling securityholders named in this prospectus (the ?Selli |
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| April 22, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on April 21, 2022. |
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| April 14, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2022 CIPHER MINING INC. (Exact name of registrant as specified in its charter) Delaware 001-39625 85-1614529 (State or other jurisdiction of incorporation or organiza |
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| April 14, 2022 |
Exhibit 99.2 CONFIDENTIAL OBSERVER AGREEMENT This OBSERVER AGREEMENT, dated as of April 8, 2022 (this ?Agreement?), is entered into by and among (a) Bitfury Holding B.V., a private company with limited liability (besloten vennootschap) incorporated under the laws of The Netherlands (?Bitfury Holding?), (b) Bitfury Top HoldCo B.V., a private company with limited liability (besloten vennootschap) in |
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| April 14, 2022 |
Exhibit 99.1 Execution Copy WAIVER AGREEMENT This Waiver Agreement (this ?Waiver?), dated as of April 8, 2022, is being provided by Cipher Mining Inc., as successor-in-interest to Good Works Acquisition Corp. (the ?Company?), to the undersigned stockholders of the Company and, solely with respect to Sections 3, 6 and 7, is being entered into by Cipher Mining Technologies Inc. (?Cipher Mining?). Ca |
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| April 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy S |
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| April 12, 2022 |
Exhibit 5 Execution Copy WAIVER AGREEMENT This Waiver Agreement (this ?Waiver?), dated as of April 8, 2022, is being provided by Cipher Mining Inc. |
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| April 12, 2022 |
Exhibit 6 CONFIDENTIAL OBSERVER AGREEMENT This OBSERVER AGREEMENT, dated as of April 8, 2022 (this ?Agreement?), is entered into by and among (a) Bitfury Holding B. |
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| April 12, 2022 |
CIFR / Cipher Mining Inc. / Bitfury Top HoldCo B.V. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cipher Mining Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 17253J106 (CUSIP Number) Jonathan Gould Strawinskylaan 3051 1077ZX Amsterdam, the Netherlands +31 6 29 94 48 88 (Name, Address and Telephone Number of Person Autho |
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| March 7, 2022 |
As filed with the Securities and Exchange Commission on March 7, 2022 As filed with the Securities and Exchange Commission on March 7, 2022 Registration No. |
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| March 7, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262283 Prospectus Supplement No. 1 (To Prospectus dated January 28, 2022) Cipher Mining Inc. 26,825,705 Shares of Common Stock 8,614,000 Shares of Common Stock Underlying Warrants 114,000 Private Placement Warrants to Purchase Shares of Common Stock This prospectus supplement supplements the prospectus dated January 28, 2022 (the ?Pro |
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| March 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2022 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| March 4, 2022 |
Exhibit 10.35 SECOND AMENDMENT TO POWER PURCHASE AGREEMENT THIS SECOND AMENDMENT dated February 28, 2022 (this ?Amendment?), amends that certain Power Purchase Agreement dated June 23, 2021, as amended (the ?PPA?), by and among Luminant ET Services Company LLC, a Texas limited liability company (the ?Seller?) and Cipher Mining Technologies Inc., a Delaware corporation (the ?Buyer?). Capitalized te |
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| March 4, 2022 |
Exhibit 99.1 Cipher Mining Provides Fourth Quarter and Full Year 2021 Business Update Began Bitcoin Mining in February 2022 Continued Expansion of Partnerships with Energy Industry NEW YORK?March 4, 2022?Cipher Mining Inc. (NASDAQ: CIFR) ("Cipher" or the "Company"), a U.S.-based Bitcoin mining company, today announced results for its fourth quarter and year ended December 31, 2021, with an update |
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| March 4, 2022 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following description of the capital stock of Cipher Mining Inc.(f/k/a Good Works Acquisition Corp.), a Delaware corporation (the ?Company,? ?we,? ?us,? and ?our?) and certain provisions of our amended and restated certificate of incorporation (the ?Certif |
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| March 4, 2022 |
March 2022 Exhibit 99.2 This presentation has been prepared by Cipher Mining Inc. and is made for informational purposes only. The information set forth herein does not purport to be complete or to contain all of the information you may desire. You must evaluate, and bear all risks associated with, the use of any information provided hereunder, including any reliance on the accuracy, completeness, |
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| March 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39625 Cipher Mining |
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| March 4, 2022 |
Exhibit 10.34 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF [ ? ] LLC a Delaware Limited Liability Company Effective as of [ ? ] Limited liability company membership interests (the ?Interests?) represented hereby have not been registered with or qualified by the U.S. Securities and Exchange Commission or any securities regulatory authority of any jurisdiction. The interests are being |
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| March 4, 2022 |
List of Subsidiaries of Cipher Mining Inc. Exhibit 21.1 SUBSIDIARIES OF CIPHER MINING INC. Name of Subsidiary Jurisdiction Alborz Mining LLC Delaware Bear Mining 1 LLC Delaware Bear Mining 2 LLC Delaware Chief Mining LLC Delaware Cipher Mining Technologies Inc. Delaware Cipher Operations and Maintenance LLC Delaware CMO Mining LLC Delaware Odessa Mining LLC Delaware |
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| February 14, 2022 |
CIFR / Cipher Mining Inc. / PERISCOPE CAPITAL INC. - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cipher Mining Inc (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 17253J106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 10, 2022 |
CIFR / Cipher Mining Inc. / Polar Asset Management Partners Inc. - FORM SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cipher Mining Inc. (fka Good Works Acquisition Corp.) (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 17253J106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the |
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| January 28, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-262283 Cipher Mining Inc. 26,825,705 Shares of Common Stock 8,614,000 Shares of Common Stock Underlying Warrants 114,000 Private Placement Warrants to Purchase Shares of Common Stock This prospectus relates to (A) the offer and sale from time to time by the selling securityholders named in this prospectus (the ?Selling Securit |
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| January 27, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cipher Mining Inc. (formerly known as Good Works Acquisition Corp.) (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 17253J106 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the |
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| January 26, 2022 |
Cipher Mining Inc. 222 Purchase Street, Suite #290 Rye, New York 10580 +1 (914) 370-8006 CORRESP 1 filename1.htm Cipher Mining Inc. 222 Purchase Street, Suite #290 Rye, New York 10580 +1 (914) 370-8006 January 26, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Re: Cipher Mining Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-262283) Ladies and Gentlemen: The Company he |
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| January 25, 2022 |
United States securities and exchange commission logo January 25, 2022 Tyler Page Chief Executive Officer Cipher Mining Inc. |
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| January 24, 2022 |
January 24, 2022 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| January 21, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi |
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| January 21, 2022 |
Exhibit 21.1 SUBSIDIARY OF CIPHER MINING INC. Name of Subsidiary Jurisdiction Alborz Mining LLC Delaware Bear Mining 1 LLC Delaware Bear Mining 2 LLC Delaware Chief Mining LLC Delaware Cipher Mining Technologies Inc. Delaware Cipher Operations and Maintenance LLC Delaware CMO Mining LLC Delaware Odessa Mining LLC Delaware |
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| January 21, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A ( Amendment No. 1 ) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Comm |
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| January 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 3) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF For the transition period from to Commission File Number: 001-39625 CIPHER MIN |
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| January 21, 2022 |
Non-Employee Director Compensation Policy Exhibit 10.35 CIPHER MINING, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Non-employee members of the board of directors (the ?Board?) of Cipher Mining, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this ?Policy?). The cash and equity compensation described in this Policy shall be paid or be made, as |
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| January 21, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on January 2 1 , 2022. |
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| January 7, 2022 |
CIFR / Cipher Mining Inc. / Magnetar Financial LLC - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cipher Mining Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 17253J106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| January 4, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2021 CIPHER MINING INC. (Exact name of registrant as specified in its charter) Delaware 001-39625 85-1614529 (State or other jurisdiction of incorporation or orga |
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| January 4, 2022 |
Purchase Order No. 21-041, dated December 29, 2021 Exhibit 10.1 PURCHASE ORDER No 21-041 DATED 29th December 2021 Parties: This Purchase Order (the ?Order?) is entered as of 29th December 2021 (the ?Effective Date?) by and between the following parties: Bitfury USA Inc., whose registered office is located at 1015 15th Street, N.W. Suite 1000, Washington, District of Columbia 20005 (?Bitfury?); and Cipher Mining Technologies Inc., a corporation inc |
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| December 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2021 CIPHER MINING INC. (Exact name of registrant as specified in its charter) Delaware 001-39625 85-1614529 (State or other jurisdiction of incorporation or orga |
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| November 18, 2021 |
Cipher Mining Inc. 42,035,500 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-259786 Prospectus Supplement No. 1 (To Prospectus dated October 8, 2021) Cipher Mining Inc. 42,035,500 Shares of Common Stock This prospectus supplement supplements the prospectus dated October 8, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-259786). This prospectus s |
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| November 17, 2021 |
As filed with the Securities and Exchange Commission on November 17, 2021 S-8 1 d416076ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on November 17, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 CIPHER MINING INC. (Exact Name of Registrant as Specified in its Charter) Delaware 85-1614529 (State or other jurisdiction of incorporati |
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| November 12, 2021 |
November 2021 Exhibit 99.2 Recently completed listing on Nasdaq with ticker CIFR ? raised net proceeds of $391 million Cipher is a U.S.-Based Industrial Scale Bitcoin Mining Company Summary Currently executing strategy to develop and deploy five data centers where bitcoin production is expected to ramp up significantly throughout the course of 2022 Long-term competitive advantages compared to othe |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2021 CIPHER MINING INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39625 85-1614529 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| November 12, 2021 |
Exhibit 99.1 Cipher Mining Provides Third Quarter 2021 Business Update Completed Listing on Nasdaq (CIFR), Raising Net Proceeds of $391 Million Executing Plan to Develop and Deploy Five Bitcoin Mining Data Centers in 2022 Entered Five Year+ Power Purchase Agreements at Compelling Avg. Price of 2.72 cents per kWh Signed Purchase Agreements for Mining Rigs Capable of up to 19.5 Exahash per Second NE |
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| November 12, 2021 |
Cipher Mining Inc. Non-Employee Director Compensation Policy Exhibit 10.25 Cipher Mining, Inc. Non-Employee Director Compensation Policy (Effective as of November 10, 2021) Non-employee members of the board of directors (the ?Board?) of Cipher Mining, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this ?Policy?). The cash and equity compensation described in this |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| October 13, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2021 CIPHER MINING INC. (Exact name of registrant as specified in its charter) Delaware 001-39625 85-1614529 (State or other jurisdiction of incorporation or organ |
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| October 13, 2021 |
Pre-Order Purchase Order No. CFR-001, dated October 11, 2021 Exhibit 10.1 Execution Version PRE-ORDER PURCHASE ORDER No CFR21-001 DATED 11 OCTOBER 2021 Parties: This Purchase Pre-Order (the ?Pre-Order?) is entered as of 11 October 2021 (the ?Effective Date?) by and between the following parties: Bitfury Top HoldCo B.V., a Netherlands company with its address at Strawinskylaan 3051, 1077ZX Amsterdam, the Netherlands (?Bitfury?); and Cipher Mining Technologie |
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| October 8, 2021 |
Cipher Mining Inc. 42,035,500 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-259786 Cipher Mining Inc. 42,035,500 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the ?Selling Securityholders?) of up to 42,035,500 shares of common stock, par value $0.001 per share (?common stock?), consisting of (i) up to 32,235,000 shares of |
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| October 6, 2021 |
Cipher Mining Inc. 222 Purchase Street, Suite #290 Rye, New York 10580 +1 (914) 370-8006 CORRESP 1 filename1.htm Cipher Mining Inc. 222 Purchase Street, Suite #290 Rye, New York 10580 +1 (914) 370-8006 October 6, 2021 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Re: Cipher Mining Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-259786) Ladies and Gentlemen: The |
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| October 1, 2021 |
United States securities and exchange commission logo October 1, 2021 William Iwaschuk Chief Legal Officer Cipher Mining Inc. |
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| September 24, 2021 |
EX-21.1 3 d383691dex211.htm EX-21.1 Exhibit 21.1 SUBSIDIARY OF CIPHER MINING INC. Name of Subsidiary Jurisdiction Cipher Mining Technologies Inc. Delaware |
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| September 24, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on September 24, 2021. |
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| September 23, 2021 |
Joint Filing Agreement, dated as of September 20, 2021. EX-1 2 d129859dex1.htm EX-1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the infor |
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| September 23, 2021 |
Bitfury Top HoldCo B.V. - SC 13D SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Cipher Mining Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 17253J106 (CUSIP Number) Tyler Page 222 Purchase Street, Suite #290 Rye, New York 10580 (914) 370-8006 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Com |
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| September 10, 2021 |
Framework Agreement on Supply of Blockchain Servers, dated September 2, 2021 EX-10.1 2 d204009dex101.htm EX-10.1 Exhibit 10.1 Certain information marked as [****] has been excluded from this exhibit because it is both (i) not material and (ii) the type that the Registrant treats as private or confidential. Framework Agreement on Supply of Blockchain Servers between SuperAcme Technology (Hong Kong) Limited and Cipher Mining Technologies Inc. 1 Agreement No.: SFA-20210901-M3 |
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| September 10, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2021 CIPHER MINING INC. (Exact name of registrant as specified in its charter) Delaware 001-39625 85-1614529 (State or other jurisdiction of i |
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| September 9, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2021 CIPHER MINING INC. (Exact name of registrant as specified in its charter) Delaware 001-39625 85-1614529 (State or other jurisdiction of incorporation or or |
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| September 9, 2021 |
Framework Agreement on Supply of Blockchain Servers, dated September 2, 2021 Exhibit 10.1 Certain information marked as [****] has been excluded from this exhibit because it is both (i) not material and (ii) the type that the Registrant treats as private or confidential. Framework Agreement on Supply of Blockchain Servers between SuperAcme Technology (Hong Kong) Limited and Cipher Mining Technologies Inc. 1 Agreement No.: SFA-20210901-M30-101 September 2021 2 This Framewor |
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| September 8, 2021 |
Framework Agreement on Supply of Blockchain Servers, dated September 2, 2021 EX-10.1 2 d225332dex101.htm EX-10.1 Exhibit 10.1 Certain information marked as [****] has been excluded from this exhibit because it is both (i) not material and (ii) the type that the Registrant treats as private or confidential. Framework Agreement on Supply of Blockchain Servers between SuperAcme Technology (Hong Kong) Limited and Cipher Mining Technologies Inc. 1 Agreement No.: SFA-20210901-M3 |
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| September 8, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2021 CIPHER MINING INC. (Exact name of registrant as specified in its charter) Delaware 001-39625 85-1614529 (State or other jurisdiction of incorporation or orga |
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| September 2, 2021 |
Non-Fixed Price Sales and Purchase Agreement, dated August 20, 2021 EX-10.1 2 d194672dex101.htm EX-10.1 Exhibit 10.1 Certain information marked as [****] has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the Registrant treats as private or confidential. NON-FIXED PRICE SALES AND PURCHASE AGREEMENT BETWEEN Bitmain Technologies Limited (“Bitmain”) AND Cipher Mining Technologies Inc. (“Purchaser”) 1 / 26 1. Definitions |
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| September 2, 2021 |
Supplemental Agreement to Non-Fixed Price Sales and Purchase Agreement, dated August 30, 2021 EX-10.2 3 d194672dex102.htm EX-10.2 Exhibit 10.2 Certain information marked as [****] has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the Registrant treats as private or confidential. DATED [30] August 2021 BITMAIN TECHNOLOGIES LIMITED (“Bitmain”) and CIPHER MINING TECHNOLOGIES INC. (“Purchaser”) SUPPLEMENTAL AGREEMENT TO NON-FIXED PRICE SALES AND |
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| September 2, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2021 CIPHER MINING INC. (Exact name of registrant as specified in its charter) Delaware 001-39625 85-1614529 (State or other jurisdiction of incorporation or organi |
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| August 31, 2021 |
Sponsor Lock-Up Agreement by and among I-B Goodworks LLC and Good Works Acquisition Corp. Exhibit 10.4 Execution Version LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of August 26, 2021 between I-B Goodworks, LLC, a Delaware limited liability company (the ?Sponsor?) and Good Works Acquisition Corp., a Delaware corporation (?Acquiror?). The Sponsor and the Acquiror are sometimes referred to herein individually as a ?Party? and collectively as th |
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| August 31, 2021 |
Exhibit 99.1 Good Works Acquisition Corp. and Cipher Mining Announce Closing of Business Combination; Cipher Mining to Trade on Nasdaq Under Ticker Symbols ?CIFR? and ?CIFRW? New York, NY, August 27, 2021: (GlobeNewswire) ? 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? |
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| August 31, 2021 |
Amended and Restated Bitfury Subscription Agreement EX-10.7 8 d212090dex107.htm EX-10.7 Exhibit 10.7 Execution Version AMENDED AND RESTATED SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 27th day of August, 2021, by and among Good Works Acquisition Corp., a Delaware corporation (the “Issuer”), and the undersigned, Bitfury Top Holdco B.V. (“Subscriber” or “Bitfury”). Defined terms used but not |
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| August 31, 2021 |
Cipher Mining Incentive Award Plan Exhibit 10.8 CIPHER MINING INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI.. ARTICLE II. ELIGIBILITY |
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| August 31, 2021 |
Company Lock-Up Agreement by and among Bitfury Top HoldCo B.V. and Good Works Acquisition Corp. Exhibit 10.3 Execution Version LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of August 26, 2021 between Bitfury Top HoldCo B.V., a private company with limited liability (besloten vennootschap) incorporated under the laws of The Netherlands (the ?Stockholder?) and Good Works Acquisition Corp., a Delaware corporation (?Acquiror?). The Stockholder and the Ac |
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| August 31, 2021 |
Exhibit 10.1 Execution Version MASTER SERVICES AND SUPPLY AGREEMENT BY AND BETWEEN: BITFURY TOP HOLDCO B.V. And CIPHER MINING TECHNOLOGIES INC. Dated August 26, 2021 1 MASTER SERVICES AND SUPPLY AGREEMENT This Master Services and Supply Agreement (the ?Agreement?) dated August 26, 2021 (?Effective Date?) is concluded between Cipher Mining Technologies Inc., a corporation incorporated and registere |
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| August 31, 2021 |
EX-10.8(B) 11 d212090dex108b.htm EX-10.8(B) Exhibit 10.8(b) CIPHER MINING INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the “Plan”) of Cipher Mining Inc. (the “Company”). The Co |
