Bitfury Top HoldCo B.V. Amends Cipher Mining Stake Filing

Ticker: CIFR · Form: SC 13D/A · Filed: Jun 13, 2024 · CIK: 1819989

Cipher Mining INC. SC 13D/A Filing Summary
FieldDetail
CompanyCipher Mining INC. (CIFR)
Form TypeSC 13D/A
Filed DateJun 13, 2024
Risk Levelmedium
Pages7
Reading Time8 min
Key Dollar Amounts$0.001, $4.08, $4.04, $4.195 M, $3.99
Sentimentneutral

Sentiment: neutral

Topics: sec-filing, schedule-13d, ownership-change

Related Tickers: CIFR

TL;DR

Bitfury Top HoldCo B.V. updated its Cipher Mining stake filing (13D/A Amendment 6) on June 13, 2024.

AI Summary

Bitfury Top HoldCo B.V. filed an amendment (No. 6) to its Schedule 13D on June 13, 2024, regarding its holdings in Cipher Mining Inc. The filing indicates a change in the 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, but it represents an update to their previous filing.

Why It Matters

This filing updates the market on significant changes in beneficial ownership for Cipher Mining Inc., which could signal shifts in investor strategy or control. Investors will monitor for further details on the nature of the ownership change.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in a major shareholder's position, which can lead to increased volatility and uncertainty for the stock.

Key Numbers

Key Players & Entities

FAQ

What specific changes in beneficial ownership are detailed in Amendment No. 6?

The provided excerpt does not specify the exact changes in beneficial ownership percentage or number of shares, only that an amendment was filed.

What was the previous filing date for this Schedule 13D?

The excerpt does not state the date of the previous filing, only that this is Amendment No. 6.

What is the business address of Cipher Mining Inc.?

Cipher Mining Inc.'s business address is 1 Vanderbilt Avenue, Floor 54, New York, NY 10017.

What is the CUSIP number for Cipher Mining Inc. common stock?

The CUSIP number for Cipher Mining Inc. common stock is 17253J106.

Who is the person authorized to receive notices for this filing?

Stijn Ehren, located at Strawinskylaan 3051, 1077ZX Amsterdam, the Netherlands, is the person authorized to receive notices.

Filing Stats: 2,080 words · 8 min read · ~7 pages · Grade level 9.4 · Accepted 2024-06-13 17:33:16

Key Financial Figures

Filing Documents

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: As of June 13, 2024, the Bitfury Group has sold approximately 4.0 million shares out of the approximately 9.2 million shares allocated for sale from the share reserve established on behalf of the Bitfury Beneficiaries.

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 June 13, 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. 64,481,725 20.8 % 0 64,481,725 0 64,481,725 Bitfury Group Limited 64,481,725 20.8 % 0 64,481,725 0 64,481,725 V3 Holding Limited 114,796,209 37.0 % 0 114,796,209 0 114,796,209 Valerijs Vavilovs 114,796,209 37.0 % 0 114,796,209 0 114,796,209 Bitfury Holding is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo is the record holder of 59,660,165 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

(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: As disclosed in Item 4 hereto, the Reporting Persons have engaged in the following open market sales subsequent to the filing of Amendment No. 5 to Schedule 13D filed with the SEC by the Reporting Persons on May 16, 2024. All sales were made by Bitfury Top HoldCo. Date Number of Shares Sold Price Per Share Price Range Per Share May 24, 2024 294,811 $4.08 $4.04 to $4.195 May 28, 2024 296,357 $3.99 $3.92 to $4.14 May 29, 2024 300,552 $3.85 $3.77 to $3.94 May 30, 2024 298,778 $3.73 $3.65 to $3.86 May 31, 2024 303,006 $3.69 $3.58 to $3.85 June 3, 2024 308,973 $3.72 $3.63 to $3.88 June 4, 2024 302,841 $3.77 $3.59 to $3.95 June 5, 2024 299,953 $3.91 $3.75 to $4.045 June 6, 2024 298,950 $4.16 $4.05 to $4.35 June 10, 2024 319,747 $4.21 $3.99 to $4.39 June 11, 2024 308,506 $4.07 $3.95 to $4.20 June 12, 2024 336,377 $4.58 $4.32 to $4.74 June 13, 2024 349,519 $4.95 $4.64 to $5.11

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 June 13, 2024 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Dates: June 13, 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 13th day of June, 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

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