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

TL;DR

Bitfury Top HoldCo B.V. updated its Cipher Mining (CIFR) filing - check for ownership changes.

AI Summary

Bitfury Top HoldCo B.V. has filed an amendment (No. 8) to its Schedule 13D for Cipher Mining Inc., dated September 4, 2024. This filing relates to the common stock of Cipher Mining Inc. The filing indicates a change in the reporting person's holdings or intentions regarding the issuer.

Why It Matters

This amendment signals a potential shift in the ownership structure or strategic intentions of a significant holder in Cipher Mining Inc., which could impact the company's stock performance and corporate governance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate changes in significant beneficial ownership, which can lead to increased volatility or strategic shifts for the company.

Key Numbers

• Amendment No. 8 — Filing Amendment (Indicates this is a subsequent update to the original filing.)

Key Players & Entities

• Bitfury Top HoldCo B.V. (company) — Reporting Person
• Cipher Mining Inc. (company) — Issuer
• Stijn Ehren (person) — Person Authorized to Receive Notices
• GOOD WORKS ACQUISITION CORP. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 — es to shares of common stock, par value $0.001 per share (the "Common Stock"), of Ciph
• $3.03 — past employment and services valued at $3.03 per share (the average price of the Com
• $3.01 — tax withholding at an average price of $3.01 per share. Bitfury currently expects to
• $6.23 — ange Per Share July 18, 2024 609,644 $6.23 $5.91 to $7.10 July 19, 2024 261,847
• $5.91 — r Share July 18, 2024 609,644 $6.23 $5.91 to $7.10 July 19, 2024 261,847 $6.17
• $7.10 — July 18, 2024 609,644 $6.23 $5.91 to $7.10 July 19, 2024 261,847 $6.17 $5.91 t
• $6.17 — $5.91 to $7.10 July 19, 2024 261,847 $6.17 $5.91 to $6.38 Item 7. Materials to b
• $6.38 — July 19, 2024 261,847 $6.17 $5.91 to $6.38 Item 7. Materials to be Filed as Exhib

Filing Documents

• bitfury13d.htm (SC 13D/A) — 463KB
• 0001123292-24-000249.txt ( ) — 465KB

Identity and Background

Item 2. Identity and Background.

(b) of the Schedule 13D is hereby amended and restated to read as follows

Item 2(b) of the Schedule 13D is hereby amended and restated to read as follows: (b) Residence or business address of each of the Reporting Persons is as follows: a. Bitfury Holding: Strawinskylaan 3051, 1077ZX Amsterdam, the Netherlands; b. Bitfury Top HoldCo: Strawinskylaan 3051, 1077ZX Amsterdam, the Netherlands; c. BGL: C/O Fieldfisher Riverbank House, 2 Swan Lane, London, United Kingdom, EC4R 3TT; d. V3: Harneys Fiduciary (Cayman) Limited, 4th Floor Harbour Place, 103 South Church Street, PO Box 10240, George Town, Grand Cayman KY1-1002, Cayman Islands; and e. Valerijs Vavilovs: 2102 Cheddar Cheese Tower (O-14 Tower), PO BOX 712650, Marasi Drive, Business Bay, Dubai, United Arab Emirates.

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: In Amendment No. 5 to Schedule 13D filed with the SEC by the Reporting Persons on May 16, 2024, the Reporting Persons disclosed that they had allocated approximately 18.5 million shares of Common Stock that they beneficially owned 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. The allocation of approximately 18.5 million shares was split into two tranches consisting of approximately 9.2 million shares and 9.3 million shares, respectively. As previously disclosed by the Reporting Persons, the first tranche of approximately 9.2 million shares was sold by Bitfury on the open market and the cash proceeds were remitted to the applicable Bitfury Beneficiaries. These sales were completed on July 19, 2024. As of the date of this Amendment No. 8, Bitfury has commenced the sale of the second tranche, now consisting of approximately 9.5 million shares due to the allocation of an additional 0.2 million shares. The Bitfury Beneficiaries, comprising employees and service providers of Bitfury, are receiving a portion of these shares as consideration for their past-provided services and employment, while the remaining shares will be sold on the open market to cover tax obligations, including withholding taxes. Sales on the open market for this purpose are not expected to exceed, on any day, 5% of the Issuer's average daily trading volume for the last 60 days. The first sale of 1,901,112 shares from the allocation to the Bitfury Beneficiaries occurred on September 4, 2024, consisting of (i) 1,421,663 shares sold directly to the Bitfury Beneficiaries for consideration consisting of past employment and services valued at $3.03 per share (the average price of the Common Stock on the Nasdaq on the date of sale), and (ii) 479,449 shares s

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 September 4, 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 328,941,426 shares of Common Stock outstanding as of August 12, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 13, 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 1.5 % 0 4,821,560 0 4,821,560 Bitfury Top HoldCo B.V. 57,433,744 17.5 % 0 57,433,744 0 57,433,744 Bitfury Group Limited 57,433,744 17.5 % 0 57,433,744 0 57,433,744 V3 Holding Limited 107,748,228 32.8 % 0 107,748,228 0 107,748,228 Valerijs Vavilovs 107,748,228 32.8 % 0 107,748,228 0 107,748,228 Bitfury Holding is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo is the record holder of 52,612,184 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 Hold

(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. 8 related to the sale of the shares from the Bitfury Beneficiary share allocation is incorporated herein by reference. In addition to the sales disclosed in Item 4 hereto, the Reporting Persons have also engaged in the following open market sales subsequent to the filing of Amendment No. 7 to Schedule 13D filed with the SEC by the Reporting Persons on June 28, 2024. All sales were made by Bitfury Top HoldCo. Date Number of Shares Sold Price Per Share Price Range Per Share July 18, 2024 609,644 $6.23 $5.91 to $7.10 July 19, 2024 261,847 $6.17 $5.91 to $6.38

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 September 4, 2024 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Dates: September 4, 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 4th day of September, 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: Valer

View Full Filing

View this SC 13D/A filing on SEC EDGAR