Bitfury Top HoldCo B.V. Amends Cipher Mining Filing

Ticker: CIFR · Form: SC 13D/A · Filed: Jun 28, 2024 · CIK: 1819989

Cipher Mining INC. SC 13D/A Filing Summary
FieldDetail
CompanyCipher Mining INC. (CIFR)
Form TypeSC 13D/A
Filed DateJun 28, 2024
Risk Levelmedium
Pages7
Reading Time8 min
Key Dollar Amounts$0.001, $5.00, $4.91, $5.22, $4.82
Sentimentneutral

Sentiment: neutral

Topics: sec-filing, schedule-13d, shareholder-update

Related Tickers: CIFR

TL;DR

Bitfury Top HoldCo B.V. updated its Cipher Mining stake filing on 6/28. No major changes disclosed yet.

AI Summary

Bitfury Top HoldCo B.V. filed an amendment (No. 7) to its Schedule 13D on June 28, 2024, regarding its holdings in Cipher Mining Inc. The filing indicates a change in the date as of which the information is current to June 26, 2024. No specific changes in beneficial ownership percentages or dollar amounts were detailed in the provided excerpt.

Why It Matters

This amendment signals potential shifts in significant shareholder positions or intentions regarding Cipher Mining Inc., which could influence the company's stock performance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings can indicate changes in a major shareholder's strategy, potentially impacting stock price and requiring further investigation.

Key Numbers

Key Players & Entities

FAQ

What specific changes in beneficial ownership are detailed in Amendment No. 7?

The provided excerpt does not specify the exact changes in beneficial ownership percentages or holdings in Amendment No. 7.

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

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

What was Cipher Mining Inc.'s previous name?

Cipher Mining Inc.'s former name was GOOD WORKS ACQUISITION CORP., with a date of name change on August 3, 2020.

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

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

What is the primary business address for Bitfury Top HoldCo B.V.?

The business address for Bitfury Top HoldCo B.V. is Strawinskylaan 3051, Amsterdam, Noord-Holland, 1077 ZX.

Filing Stats: 2,074 words · 8 min read · ~7 pages · Grade level 9.9 · Accepted 2024-06-28 17:02:48

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 28, 2024, the Bitfury Group has sold approximately 8.3 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 28, 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. 60,206,347 19.4 % 0 60,206,347 0 60,206,347 Bitfury Group Limited 60,206,347 19.4 % 0 60,206,347 0 60,206,347 V3 Holding Limited 110,520,831 35.7 % 0 110,520,831 0 110,520,831 Valerijs Vavilovs 110,520,831 35.7 % 0 110,520,831 0 110,520,831 Bitfury Holding is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo is the record holder of 55,384,787 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 r

(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. 6 to Schedule 13D filed with the SEC by the Reporting Persons on June 13, 2024. All sales were made by Bitfury Top HoldCo. Date Number of Shares Sold Price Per Share Price Range Per Share June 14, 2024 366,042 $5.00 $4.91 to $5.22 June 17, 2024 376,320 $4.82 $4.64 to $5.17 June 18, 2024 388,167 $4.80 $4.70 to $5.06 June 20, 2024 394,357 $5.54 $5.35 to $5.81 June 21, 2024 416,793 $4.51 $4.40 to $4.61 June 24, 2024 443,830 $4.33 $4.27 to $4.40 June 25, 2024 454,073 $4.26 $4.21 to $4.38 June 26, 2024 466,915 $4.30 $4.20 to $4.45 June 27, 2024 478,606 $4.17 $4.05 to $4.39 June 28, 2024 490,275 $4.12 $4.09 to $4.20

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 28, 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 28, 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 28th 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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