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

Ticker: CIFR · Form: SC 13D/A · Filed: Sep 10, 2024 · CIK: 1819989

Cipher Mining INC. SC 13D/A Filing Summary
FieldDetail
CompanyCipher Mining INC. (CIFR)
Form TypeSC 13D/A
Filed DateSep 10, 2024
Risk Levelmedium
Pages7
Reading Time8 min
Key Dollar Amounts$0.001, $2.92, $2.93, $2.87, $3.03
Sentimentneutral

Sentiment: neutral

Topics: ownership-change, sec-filing, amendment

Related Tickers: CIFR

TL;DR

Bitfury Top HoldCo B.V. updated its 13D filing for Cipher Mining Inc. on 9/6/24. Stijn Ehren is the contact.

AI Summary

Bitfury Top HoldCo B.V. filed an amendment (No. 9) to its Schedule 13D on September 6, 2024, regarding its holdings in Cipher Mining Inc. The filing indicates a change in the reporting person's information, with Stijn Ehren listed as the contact person at Strawinskylaan 3051, Amsterdam. Cipher Mining Inc. was formerly known as Good Works Acquisition Corp. and changed its name on August 3, 2020.

Why It Matters

This filing updates significant ownership information for Cipher Mining Inc., potentially signaling changes in control or strategic direction for the company.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant stake changes or potential activism, which can introduce volatility.

Key Numbers

Key Players & Entities

FAQ

What specific changes were made in Amendment No. 9 to the Schedule 13D?

The filing does not detail the specific changes made in Amendment No. 9, only that it is an amendment to the existing Schedule 13D.

Who is Stijn Ehren and what is his role in this filing?

Stijn Ehren is listed as the name of the person authorized to receive notices and communications regarding this filing, with an address in Amsterdam.

When did Cipher Mining Inc. change its name from Good Works Acquisition Corp.?

Cipher Mining Inc. changed its name from Good Works Acquisition Corp. 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 of Cipher Mining Inc. according to the filing?

The filing lists Cipher Mining Inc. under the Standard Industrial Classification code 6199 for Finance Services.

Filing Stats: 2,098 words · 8 min read · ~7 pages · Grade level 11 · Accepted 2024-09-10 19:17:09

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 the date of this Amendment No. 9, Bitfury has completed the sale of the second and final tranche of shares of Common Stock allocated for the benefit of the Bitfury Beneficiaries, consisting of approximately 9.5 million shares, as described in Amendment No. 8 to Schedule 13D filed with the SEC by the Reporting Persons on September 4, 2024.

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 10, 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. 49,733,104 15.1 % 0 49,733,104 0 49,733,104 Bitfury Group Limited 49,733,104 15.1 % 0 49,733,104 0 49,733,104 V3 Holding Limited 100,047,588 30.4 % 0 100,047,588 0 100,047,588 Valerijs Vavilovs 100,047,588 30.4 % 0 100,047,588 0 100,047,588 Bitfury Holding is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo is the record holder of 44,911,544 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 Hol

(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 sales subsequent to the filing of Amendment No. 8 to Schedule 13D filed with the SEC by the Reporting Persons on September 4, 2024. All sales were made by Bitfury Top HoldCo. Date Number of Shares Sold Price Per Share Price Range Per Share September 5, 2024 1,421,663 $2.92 - September 5, 2024 479,449* $2.93 $2.87 to $3.03 September 6, 2024 1,421,663 $2.74 - September 6, 2024 479,449* $2.75 $2.66 to $2.97 September 9, 2024 1,421,663 $2.87 - September 9, 2024 479,449* $2.87 $2.74 to $2.96 September 10, 2024 1,421,663 $2.97 - September 10, 2024 575,641* $2.96 $2.84 to $3.12 * Indicates sales made on the open market to cover tax withholding. All other sales were made directly to the Bitfury Beneficiaries.

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 10, 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 10, 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 10th 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: V

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