Bitfury Top HoldCo B.V. Amends Cipher Mining Stake

TL;DR

Bitfury Top HoldCo B.V. updated its Cipher Mining stake filing on 5/16/24. Watch for ownership changes.

AI Summary

Bitfury Top HoldCo B.V. filed an amendment (No. 5) to its Schedule 13D on May 16, 2024, regarding its holdings in Cipher Mining Inc. The filing indicates a change in the reporting person's beneficial ownership of Cipher Mining Inc. common stock. The specific details of the change in ownership percentage or number of shares are not fully detailed in this excerpt.

Why It Matters

This filing signals a potential shift in the ownership structure of Cipher Mining Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate significant shifts in a company's shareholder base, potentially affecting stock price and corporate strategy.

Key Players & Entities

• Bitfury Top HoldCo B.V. (company) — Reporting person filing Schedule 13D/A
• Cipher Mining Inc. (company) — Subject company of the filing
• Stijn Ehren (person) — Person authorized to receive notices
• May 16, 2024 (date) — Date of event requiring filing

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) — 452KB
• 0001123292-24-000128.txt ( ) — 454KB

Purpose of Transaction

Item 4. Purpose of Transaction. Item of the Schedule 13D is hereby amended and supplemented by adding the following: In Amendment No. 4 to Schedule 13D filed with the SEC by the Reporting Persons on February 26, 2024, the Reporting Persons disclosed, as part of a general distribution of shares of Common Stock owned by the Bitfury Group, the planned transfer of approximately 18.5 million shares of Common Stock to an independent special-purpose entity to have been established for the benefit of certain former and current employees, contractors and advisors of the Bitfury Group (collectively, the "Bitfury Beneficiaries") who participate in long-term incentive plans maintained by BGL. Following further consideration, the Bitfury Group has decided to streamline the allocation of the approximately 18.5 million shares of Common Stock that it beneficially owns and holds in reserve for Bitfury Beneficiaries by dispensing with the use of a special-purpose entity. Accordingly, in lieu of transferring shares to the special-purpose entity, the Bitfury Group now plans to allocate approximately 18.5 million shares of Common Stock that it beneficially owns into a share reserve for the benefit of the Bitfury Beneficiaries. As of the date of this Amendment No. 5, and subject to the ongoing discretion of Bitfury Group management, Bitfury expects to sell from time to time approximately 9.2 million shares of Common Stock allocated to the share reserve on the open market, and will proportionally remit cash proceeds from such sales, if any, to certain of the Bitfury Beneficiaries on a periodic basis. The amount of shares included in the sales, if any, and the price obtained will depend on numerous factors, including the trading volume of the Common Stock and prevailing market conditions. The Bitfury Group expects to sell these shares strategically, in quantities below 5% of Cipher's trailing 30-day average daily trading volume on each particular day of the sale. The other approximatel

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 May 16, 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, based on 310,029,275 shares of Common Stock outstanding as of May 6, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 7, 2024: 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 1.6 % 0 4,821,560 0 4,821,560 Bitfury Top HoldCo B.V. 68,500,095 22.1 % 0 68,500,095 0 68,500,095 Bitfury Group Limited 68,500,095 22.1 % 0 68,500,095 0 68,500,095 V3 Holding Limited 118,814,579 38.3 % 0 118,814,579 0 118,814,579 Valerijs Vavilovs 118,814,579 38.3 % 0 118,814,579 0 118,814,579 Bitfury Holding is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo is the record holder of 63,678,535 shares of Common Stock and is the sole owner of Bitfury Holding. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding. V3 is the direct holder of 50,314,484 shares of Common Stock. Valerijs Vavilovs is the sole owner of V3, which is the majority owner of BGL. BGL is the sole owner of Bitfury Top HoldCo. As a res

(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: None.

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 May 16, 2024 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dates: May 16, 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 16th day of May, 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

View Full Filing

View this SC 13D/A filing on SEC EDGAR