Bitfury Amends Cipher Mining Stake, Signals Ownership Update

TL;DR

**Bitfury just updated its stake in Cipher Mining, watch for potential shifts in control.**

AI Summary

Bitfury Top HoldCo B.V. filed an Amendment No. 3 to its Schedule 13D on January 24, 2024, regarding its ownership in Cipher Mining Inc. This filing updates previous disclosures, indicating a change in their beneficial ownership or control over Cipher Mining's common stock. For investors, this matters because Bitfury is a significant shareholder, and changes in their holdings or intentions can signal their confidence in Cipher Mining's future, potentially influencing stock price or strategic direction.

Why It Matters

This filing updates the public on Bitfury's ownership status in Cipher Mining, which can impact investor sentiment and potentially signal future strategic moves by a major stakeholder.

Risk Assessment

Risk Level: medium — Changes in major shareholder positions can introduce uncertainty regarding company control or future strategic decisions, posing a medium risk to current investors.

Analyst Insight

Investors should monitor future filings from Bitfury Top HoldCo B.V. to understand any further changes in their ownership or intentions regarding Cipher Mining Inc., as this could signal strategic shifts or impact stock performance.

Key Players & Entities

• Bitfury Top HoldCo B.V. (company) — the entity filing the SC 13D/A amendment
• Cipher Mining Inc. (company) — the subject company whose common stock is being reported
• Stijn Ehren (person) — the person authorized to receive notices and communication for Bitfury Top HoldCo B.V.
• January 24, 2024 (date) — the date of the event requiring the filing of this statement

Forward-Looking Statements

• Bitfury Top HoldCo B.V. will continue to be a significant shareholder in Cipher Mining Inc. (Bitfury Top HoldCo B.V.) — high confidence, target: 2025-01-24

FAQ

Key Financial Figures

• $0.001 — es to shares of common stock, par value $0.001 per share (the "Common Stock"), of Ciph

Filing Documents

• bitfury13d.htm (SC 13D/A) — 449KB
• 0001123292-24-000007.txt ( ) — 450KB

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Schedule 13D is hereby amended and supplemented by adding the following

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: Distribution of Common Stock to Preferred Equityholders of Bitfury Group Limited On January 24, 2024, the shareholders of the Bitfury Group approved a plan pursuant to which the Bitfury Group is effecting the exit of certain of its preferred equityholders. Pursuant to the plan, the Bitfury Group will (i) transfer, on January 25, 2024, 16,127,092 shares of the Issuer's Common Stock held by Bitfury Top HoldCo to BGL in an intercompany distribution for no consideration, and then (ii) beginning on the same date, BGL will distribute the 16,127,092 shares of the Issuer's Common Stock to certain preferred equityholders of BGL in exchange for a reduction in capital and cancellation of share premium of BGL for such holders. The consideration of the capital reduction in exchange for the shares of Common Stock will be valued at the closing price of the Common Stock on the date immediately preceding the effective date of the reduction in capital. Following the transaction, the Bitfury Group no longer beneficially owns the 16,127,092 shares distributed to the former preferred equityholders. The settlement of the distribution is expected to occur on or before February 5, 2024. General Distribution of Common Stock to Bitfury Group Limited Shareholders Following a review of its capital allocation priorities and investment strategy, the Bitfury Group has decided to explore the opportunity to distribute approximately 126 million additional shares of the Issuer's Common Stock to its shareholders for no consideration in the coming weeks. Such distribution would be subject to the prior approval of BGL's shareholders. If approval is obtained, the Bitfury Group would intend to retain beneficial ownership of approximately 50 million shares of the Issuer's Common Stock. The foregoing description of the potential general distribution is based on the Bitfury Group's plans and proposals as of the date he

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. Items 5(a) – (b) of the Schedule 13D are hereby amended and restated to read as follows: The following sets forth, as of January 24, 2024, the aggregate number of shares of Common Stock of the Issuer and percentage of Common Stock of the Issuer beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock of the Issuer as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, after giving effect to the distribution disclosed above in Item 4— Distribution of Common Stock to Preferred Equityholders of Bitfury Group Limited , and based on 257,057,496 shares of Common Stock outstanding as of December 8, 2023, based on (i) 254,660,072 shares of Common Stock outstanding as of November 6, 2023, as disclosed in the Issuer's Quarterly Report on Form 10-Q and (ii) the Issuer's issuance of 2,397,424 shares of Common Stock on December 8, 2023, as disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on December 8, 2023: Reporting Person Amount beneficially owned Percent of class Sole power to vote or to direct the vote Shared power to vote or to direct the vote Sole power to dispose or to direct the disposition Shared power to dispose or to direct the disposition Bitfury Holding B.V. 4,821,560 1.9 % 0 4,821,560 0 4,821,560 Bitfury Top HoldCo B.V. 175,804,295 68.4 % 0 175,804,295 0 175,804,295 Bitfury Group Limited 175,804,295 68.4 % 0 175,804,295 0 175,804,295 V3 Holding Limited 175,804,295 68.4 % 0 175,804,295 0 175,804,295 Valerijs Vavilovs 175,804,295 68.4 % 0 175,804,295 0 175,804,295 Bitfury Holding is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo is the record holder of 17

(c) of the Schedule 13D is hereby amended and supplemented as follows

Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 3 is incorporated herein by reference.

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits

of the Schedule 13D is hereby amended and supplemented as follows

Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit Number Description 1 Joint Filing Agreement, dated as of January 24, 2024 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Dates: January 24, 2024 BITFURY HOLDING B.V. By: /s/ Stijn Ehren Name: Stijn Ehren Title: Managing Director BITFURY TOP HOLDCO B.V. By: /s/ Stijn Ehren Name: Stijn Ehren Title: Managing Director BITFURY GROUP LIMITED By: /s/ Valerijs Vavilovs Name: Valerijs Vavilovs Title: Director V3 HOLDING LIMITED By: /s/ Valerijs Vavilovs Name: Valerijs Vavilovs Title: Director VALERIJS VAVILOVS By: /s/ Valerijs Vavilovs Name: Valerijs Vavilovs 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 such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 24th day of January, 2024. BITFURY HOLDING B.V. By: /s/ Stijn Ehren Name: Stijn Ehren Title: Managing Director BITFURY TOP HOLDCO B.V. By: /s/ Stijn Ehren Name: Stijn Ehren Title: Managing Director BITFURY GROUP LIMITED By: /s/ Valerijs Vavilovs Name: Valerijs Vavilovs Title: Director V3 HOLDING LIMITED By: /s/ Valerijs Vavilovs Name: Valerijs Vavilovs Title: Director VALERIJS VAVILOVS By: /s/ Valerijs Vavilovs Name: Valerijs

View Full Filing

View this SC 13D/A filing on SEC EDGAR