Delaware |
7374 |
85-1614529 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
| ||||||||
Title of Each Class of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price (1) |
Amount of Registration Fee | ||||
Common stock, par value $0.001 per share (2)(3) |
42,035,500 | $12.62 (4) |
$530,488,010 | $57,876 (5) | ||||
Total |
$57,876 | |||||||
| ||||||||
|
(1) |
Upon consummation of the Business Combination described in the prospectus forming part of this registration statement (the “prospectus”), Good Works Acquisition Corp., a Delaware corporation (“GWAC” or “Good Works” and, after giving effect to the Business Combination (as defined below), “New Cipher”), was renamed “Cipher Mining Inc.” |
(2) |
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(3) |
The number of shares of common stock of New Cipher (the “common stock” or “New Cipher Common Stock”) being registered for resale represents (i) 32,235,000 shares of common stock issued in a private placement in connection with the consummation of the Business Combination described in more detail in the prospectus; (ii) 1,575,000 shares of common stock issued in connection with the consummation of the Business Combination in exchange for shares of GWAC common stock, par value $0.001 per share (the “GWAC common stock”) originally issued in a private placement to certain Initial Stockholders (as defined below); (iii) 757,500 shares of common stock issued in connection with the consummation of the Business Combination, in exchange for GWAC common stock issued in a private placement to I-B Good Works, LLC (the “Sponsor”); (iv) 562,500 shares of common stock issued in connection with the consummation of the Business Combination, in exchange for GWAC common stock issued in a private placement to GW Sponsor 2, LLC; (v) 677,500 shares of common stock issued in connection with the consummation of the Business Combination, in exchange for GWAC common stock issued in a private placement to the Anchor Investors (as defined below); (vi) 6,000,000 shares of common stock issued to Bitfury Holding B.V. (“Bitfury Holding”) as an affiliate of Bitfury Top HoldCo B.V. (“Bitfury Top HoldCo”) pursuant to the Bitfury Private Placement (as defined below); and (vii) 228,000 shares of common stock issued in connection with the consummation of the Business Combination, in exchange for GWAC common stock originally issued upon separation of the GWAC Private Placement Units issued in a private placement simultaneously with the closing of GWAC’s IPO (as defined below). |
(4) |
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the common stock on the Nasdaq Global Select Market on September 21, 2021 ($12.62 per share) (such date being within five business days of the date that this registration statement was filed with the U.S. Securities and Exchange Commission). This calculation is in accordance with Rule 457(c) of the Securities Act. |
(5) |
Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091. |
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F-1 |
• | “Amended and Restated Bitfury Subscription Agreement” are to that certain subscription agreement, dated as of March 4, 2021, as amended and restated in its entirety on July 8, 2021 and as subsequently amended and restated in its entirety on August 27, 2021, by and among Bitfury Top HoldCo and GWAC; |
• | “Anchor Investors” are to certain funds and accounts managed by Magnetar Financial LLC, Mint Tower Capital Management B.V., Peridian Fund L.P., and Polar Multi-Strategy Master Fund; |
• | “Bitfury Group” are to Bitfury Top HoldCo and its subsidiaries; |
• | “Bitfury Holding” are to Bitfury Holding B.V., a subsidiary of Bitfury Top HoldCo; |
• | “Bitfury Private Placement” are to the private placement pursuant to which GWAC entered into the Amended and Restated Bitfury Subscription Agreement with Bitfury Top HoldCo pursuant to which Bitfury Top HoldCo agreed to subscribe for and purchase, and Good Works agreed to issue and sell to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo), an aggregate of 6,000,000 shares of our common stock at a purchase price of $10.00 per share for an aggregate of cash and/or forgiveness of outstanding indebtedness owed by Cipher to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo) of $60,000,000; |
• | “Bitfury Top HoldCo” are to Bitfury Top HoldCo B.V., the holder of 100% of the shares of Cipher Common Stock prior to the Business Combination; |
• | “Board” are to our board of directors; |
• | “Business Combination” are to the Merger and other transactions contemplated by the Merger Agreement, collectively, including the PIPE Financing and the Bitfury Private Placement; |
• | “Bylaws” are to the Amended and Restated Bylaws of Cipher Mining Inc., adopted on August 27, 2021; |
• | “Certificate of Incorporation” are to the Second Amended and Restated Certificate of Incorporation of Cipher Mining Inc., as filed with the Delaware Secretary of State on August 27, 2021; |
• | “Cipher” are to the Cipher Mining Technologies Inc, a Delaware corporation, prior to the consummation of the Business Combination and to Cipher Mining Inc. and its consolidated subsidiaries following the Business Combination; |
• | “Cipher Common Stock” are to the shares of common stock, par value $0.001 per share, of Cipher; |
• | “Closing” are to the closing of the Business Combination; |
• | “Closing Date” are to August 27, 2021; |
• | “Code” are to the Internal Revenue Code of 1986, as amended; |
• | “Company Support Agreement” are to that certain support agreement, dated as of March 4, 2021, by and among GWAC, Cipher and Bitfury Top HoldCo; |
• | “COVID-19” are to the novel coronavirus, SARS-CoV-2 COVID-19 or any mutation of the same, including any resulting epidemics, pandemics, disease outbreaks or public health emergencies; |
• | “DGCL” are to the Delaware General Corporation Law, as amended; “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
• | “Exchange Ratio” are to the ratio of 400,000 shares of our common stock for each 1 share of Cipher Common Stock; |
• | “Effective Time” are to the effective time of the Merger; |
• | “Governing Documents” are to the Certificate of Incorporation and the Bylaws; |
• | “GWAC” are to Good Works Acquisition Corp., a Delaware corporation; |
• | “GWAC Common Stock” are to, prior to consummation of the Transactions, GWAC’s common stock, par value $0.001 per share and, following consummation of the Transactions, to the common stock, par value $0.001 per share, of New Cipher; |
• | “GWAC Founder Shares” are to the 4,478,000 shares of GWAC Common Stock held by the Sponsor, GWAC Sponsor 2, LLC, the Anchor Investors, GWAC’s officers and directors, and certain other GWAC stockholders (collectively, the “Founders”); |
• | “GWAC’s IPO” are to the initial public offering by GWAC which closed on October 19, 2020; |
• | “GWAC Private Placement Shares” are to the 228,000 private placement shares of GWAC underlying 228,000 of GWAC Private Placement Units; |
• | “GWAC Private Placement Units” are to the 228,000 units that were issued in a private placement at a price of $10.00 per unit to certain funds and accounts managed by the Anchor Investors, simultaneously with the closing of the GWAC’s IPO; each unit consists of one GWAC Private Placement Share and one-half of one GWAC warrant; |
• | “GWAC Private Placement Warrants” means the 114,000 private placement warrants outstanding as of the date of this prospectus to purchase ordinary shares underlying 228,000 of GWAC Private Placement Units that were issued at $10.00 per unit in a private placement as part of the GWAC’s IPO. The GWAC Private Placement Warrants are substantially identical to the public warrants sold as part of the units in the GWAC’s IPO, subject to certain limited exceptions; |
• | “GWAC Public Warrants” are to the currently outstanding 8,500,000 redeemable warrants to purchase ordinary shares of GWAC that were issued by GWAC in GWAC’s IPO; |
• | “GWAC Support Agreement” are to that certain support agreement, entered into on March 4, 2021, as amended and restated in its entirety on May 12, 2021, by and among GWAC, the Sponsor, GW Sponsor 2, LLC, Magnetar Financial LLC, Mint Tower Capital Management B.V., Peridian Fund, L.P., Polar Multi-Strategy Master Fund, and Cipher; |
• | “GWAC Warrant Agreement” means the warrant agreement, dated October 19, 2020, between GWAC and Continental Stock Transfer & Trust Company, as warrant agent, which sets forth the expiration and exercise price of and procedure for exercising the GWAC Warrants; |
• | “GWAC Warrants” are to the GWAC Public Warrants and the GWAC Private Placement Warrants; “HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976; |
• | “Incentive Award Plan” are to the New Cipher’s incentive award plan; |
• | “Initial Stockholder Shares” are to 775,000 shares of our common stock owned by the Initial Stockholders and 800,000 shares of our common stock, which certain Initial Stockholders donated to non-profit organizations listed as the Selling Securityholders in this prospectus; |
• | “Initial Stockholders” are to GWAC’s former officers and directors, namely Cary Grossman, Fred Zeidman, Douglas Wurth, David Pauker, John J. Lendrum III, Paul Fratamico and Tahira Rehmatullah; |
• | “Master Services and Supply Agreement” or the “MSSA” are to the master services and supply agreement to entered into at Closing by Cipher and Bitfury Top HoldCo; |
• | “Merger” are to the merger of Merger Sub with and into Cipher pursuant to the Merger Agreement, with Cipher as the surviving company in the Merger and, after giving effect to such Merger, Cipher becoming a wholly-owned subsidiary of GWAC; |
• | “Merger Agreement” are to that certain Agreement and Plan of Merger, dated as of March 4, 2021, by and among GWAC, Cipher and Merger Sub; |
• | “Merger Consideration” are to each share of Cipher Common Stock issued and outstanding immediately prior to the Effective Time, other than any Cipher Cancelled Shares, shall be converted into the right to receive four hundred thousand (400,000) shares of duly authorized, validly issued, fully paid and nonassessable common stock (deemed to have a value of ten dollars ($10.00) per share); |
• | “Merger Sub” are to Currency Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of GWAC; |
• | “Named Sponsors” are to I-B Good Works, LLC, Magnetar Financial LLC, Mint Tower Capital Management B.V., Periscope Capital, Inc. and Polar Asset Management Partners Inc.; |
• | “New Cipher” are to GWAC after giving effect to the Business Combination and its name change from GWAC Acquisition Corp. to Cipher Mining Inc.; |
• | “New Cipher Common Stock” are to the share of common stock, par value $0.001 per share, of New Cipher; |
• | “New Cipher Warrants” are to the warrants of New Cipher; |
• | “PIPE Financing” are to the private placement pursuant to which GWAC entered into the PIPE Subscription Agreements (containing commitments to funding that are subject only to conditions that generally align with the conditions set forth in the Merger Agreement) with certain investors whereby such investors purchased an aggregate of 32,235,000 shares of our common stock at a purchase price of $10.00 per share for an aggregate commitment of $322,350,000; |
• | “PIPE Investment Amount” are to a consideration in an aggregate value equal to three hundred and eighty-two million, three hundred and fifty thousand dollars ($382,350,000), comprising payments of cash and/or forgiveness of outstanding indebtedness, contemplated by the PIPE Financing and the Bitfury Private Placement; |
• | “PIPE Investors” are to the investors who participated in the PIPE Financing and entered into the PIPE Subscription Agreements; |
• | “PIPE Subscription Agreements” are to the subscription agreements entered into by and between GWAC and each of the PIPE Investors in connection with the PIPE Financing; |
• | “Private Placement Shareholders” are to the holders of the GWAC Private Placement Shares; |
• | “public shares” are to shares of GWAC Common Stock sold as part of the units in the GWAC’s IPO (whether they were purchased in the GWAC’s IPO or thereafter in the open market); |
• | “public stockholders” are to the holders of public shares, including the Sponsor and GWAC’s officers and directors to the extent the Sponsor and GWAC’s officers or directors purchase public shares, provided that each of their status as a “public stockholder” shall only exist with respect to such public shares; |
• | “Registration Rights Agreement” are to that certain registration rights agreement, dated as of August 26, 2021, by and among GWAC, Cipher, the Sponsor, Bitfury Top HoldCo and the other parties thereto; |
• | “SEC” are to the United States Securities and Exchange Commission; |
• | “Sponsor” are to I-B Good Works LLC, a Delaware limited liability company; |
• | “Stockholder Restrictive Covenant Agreement” are to that certain restrictive covenant agreement, dated as of March 4, 2021, by and among Bitfury Top HoldCo and GWAC; |
• | “Transaction Agreements” are to the Merger Agreement, the GWAC Support Agreement, the Company Support Agreement, the Registration Rights Agreement, the PIPE Subscription Agreements, each |
Letter of Transmittal, the Proposed Certificate of Incorporation, the Proposed Bylaws, and all the other agreements, documents, instruments and certificates entered into in connection herewith and/or therewith and any and all exhibits and schedules thereto; |
• | “Transactions” are to, collectively, the Business Combination and the other transactions contemplated by the Merger Agreement; |
• | “transfer agent” are to Continental Stock Transfer & Trust Company, GWAC’s transfer agent; |
• | “Treasury Regulations” are to the regulations promulgated under the Code; |
• | “Trust Account” are to the trust account of GWAC that holds the proceeds from the GWAC’s IPO, governed by the Trust Agreement; and |
• | “Trust Agreement” are to the investment management trust agreement, dated October 19, 2020, by and between GWAC and Continental Stock Transfer & Trust Company, as trustee, entered into in connection with the GWAC’s IPO. |
• | our financial and business performance following the Business Combination, including financial projections and business metrics; |
• | the ability to maintain the listing of our common stock and warrants on Nasdaq, and the potential liquidity and trading of such securities; |
• | the ability to recognize the anticipated benefits of the Business Combination; |
• | costs related to the Business Combination; |
• | our ability to raise financing in the future; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination; |
• | our expected operational rollout in the initial buildout phase and the second phase, in particular the ability to build out the necessary initial sites in Texas and Ohio; |
• | our commercial partnerships and supply agreements; |
• | the effects of competition and regulation on our business; |
• | the effects of price fluctuations in the wholesale and retail power markets; |
• | the effects of global economic, business or political conditions, such as the global coronavirus (“COVID-19”) pandemic and the disruption caused by various countermeasures to reduce its spread; |
• | the value and volatility of Bitcoin and other cryptocurrencies; and |
• | other factors detailed under the section entitled “ Risk Factors |
• | We are at an early stage of development. If we are not able to develop our business as anticipated, we may not be able to generate revenues or achieve profitability. |
• | Our lack of operating history makes evaluating our business and future prospects difficult and increases the risk of an investment in Cipher’s securities. |
• | Our operating results may fluctuate due to the highly volatile nature of cryptocurrencies in general and, specifically, Bitcoin. |
• | Bitcoin mining activities are energy intensive, which may restrict the geographic locations of miners and have a negative environmental impact. Government regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining operations, such as ours. |
• | We may be affected by price fluctuations in the wholesale and retail power markets. |
• | We will be vulnerable to severe weather conditions and natural disasters, including severe heat, earthquakes, fires, floods, hurricanes, as well as power outages and other industrial incidents, which could severely disrupt the normal operation of our business and adversely affect our results of operations. |
• | We may depend on third parties to provide us with certain critical equipment and may rely on components and raw materials that may be subject to price fluctuations or shortages, including ASIC chips that have been subject to an ongoing significant shortage. |
• | We are exposed to risks related to disruptions or other failures in the supply chain for cryptocurrency hardware and difficulties in obtaining new hardware. |
• | The properties in our mining network may experience damages, including damages that are not covered by insurance. |
Issuer |
Cipher Mining Inc. |
Securities Being Registered |
We are registering the resale by the Selling Securityholders of an aggregate of 42,035,500 shares of common stock, consisting of: |
• | up to 32,235,000 of PIPE Shares; |
• | up to 1,575,000 Initial Stockholder Shares; |
• | up to 757,500 shares of common stock issued in exchange for GWAC common stock issued in a private placement to I-B Good Works, LLC (the “Sponsor”); |
• | up to 562,500 shares of common stock issued in exchange for GWAC common stock issued in a private placement to GW Sponsor 2, LLC; |
• | up to 677,500 shares of common stock issued in a private placement to the Anchor Investors (as defined below); |
• | up to 6,000,000 shares of common stock issued in Bitfury Private Placement; and |
• | up to 228,000 of Private Placement Shares. |
Terms of the Offering |
The Selling Securityholders will determine when and how they will dispose of any shares of common stock registered under this prospectus for resale. |
Use of Proceeds |
All of the shares of common stock offered by the Selling Securityholders will be sold by them for their respective accounts. We will not receive any of the proceeds from these sales. |
Risk Factors |
See “ Risk Factors |
Trading Symbols |
Our common stock and public warrants are listed and traded on the Nasdaq under the symbols “CIFR” and “CIFRW”, respectively. |
• | implement our business model in a timely manner, in particular our ability to set up our planned cryptocurrency mining facilities in Texas and Ohio; |
• | establish and maintain our commercial and supply partnerships, including our power and hosting arrangements; |
• | react to challenges from existing and new competitors; |
• | comply with existing and new laws and regulations applicable to our business and in our industry; and |
• | anticipate and respond to macroeconomic changes, and industry benchmarks and changes in the markets in which we plan to operate. |
• | macroeconomic conditions; |
• | changes in the legislative or regulatory environment, or actions by governments or regulators, including fines, orders, or consent decrees; |
• | adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceeding and enforcement-related costs; |
• | increases in operating expenses that we expect to incur to grow and expand our operations and to remain competitive; |
• | system errors, failures, outages and computer viruses, which could disrupt our ability to continue mining; |
• | power outages and certain other events beyond our control, including natural disasters and telecommunication failures; |
• | breaches of security or privacy; |
• | our ability to attract and retain talent; and |
• | our ability to compete with our existing and new competitors. |
• | increases and decreases in generation capacity; |
• | changes in power transmission or fuel transportation capacity constraints or inefficiencies; |
• | volatile weather conditions, particularly unusually hot or mild summers or unusually cold or warm winters; |
• | technological shifts resulting in changes in the demand for power or in patterns of power usage, including the potential development of demand-side management tools, expansion and technological advancements in power storage capability and the development of new fuels or new technologies for the production or storage of power; |
• | federal and state power, market and environmental regulation and legislation; and |
• | changes in capacity prices and capacity markets. |
• | the presence of construction or repair defects or other structural or building damage; |
• | any noncompliance with, or liabilities under, applicable environmental, health or safety regulations or requirements or building permit requirements; |
• | any damage resulting from extreme weather conditions or natural disasters, such as hurricanes, earthquakes, fires, floods and snow or windstorms; and |
• | claims by employees and others for injuries sustained at our properties. |
• | it is an “orthodox” investment company because it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or |
• | it is an inadvertent investment company because, absent an applicable exemption, it owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. |
• | changes in the valuation of our deferred tax assets and liabilities; |
• | expected timing and amount of the release of any tax valuation allowances; |
• | tax effects of stock-based compensation; |
• | costs related to intercompany restructurings; |
• | changes in tax laws, regulations or interpretations thereof; or |
• | lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates. |
• | continued worldwide growth in the adoption and use of Bitcoin and other digital assets; |
• | government and quasi-government regulation of Bitcoin and other digital assets and their use, or restrictions on or regulation of access to and operation of the digital asset network or similar digital assets systems; |
• | the maintenance and development of the open-source software protocol of the Bitcoin network and Ether network; |
• | changes in consumer demographics and public tastes and preferences; |
• | the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; |
• | general economic conditions and the regulatory environment relating to digital assets; and |
• | the impact of regulators focusing on digital assets and digital securities and the costs associated with such regulatory oversight. |
• | the reduction in mining rewards of Bitcoin, including block reward halving events, which are events that occur after a specific period of time which reduces the block reward earned by miners; |
• | disruptions, hacks, “forks”, 51% attacks, or other similar incidents affecting the Bitcoin blockchain network; |
• | hard “forks” resulting in the creation of and divergence into multiple separate networks; |
• | informal governance led by Bitcoin’s core developers that lead to revisions to the underlying source code or inactions that prevent network scaling, and which evolve over time largely based on |
• | self-determined participation, which may result in new changes or updates that affect their speed, security, usability, or value; |
• | the ability for Bitcoin blockchain network to resolve significant scaling challenges and increase the volume and speed of transactions; |
• | the ability to attract and retain developers and customers to use Bitcoin for payment, store of value, unit of accounting, and other intended uses; |
• | transaction congestion and fees associated with processing transactions on the Bitcoin network; |
• | the identification of Satoshi Nakamoto, the pseudonymous person or persons who developed Bitcoin, or the transfer of Satoshi’s Bitcoin assets; |
• | negative public perception of Bitcoin or other cryptocurrencies or their reputation within the fintech influencer community or the general publicity around them; |
• | development in mathematics, technology, including in digital computing, algebraic geometry, and quantum computing that could result in the cryptography being used by Bitcoin becoming insecure or ineffective; and |
• | laws and regulations affecting the Bitcoin network or access to this network, including a determination that Bitcoin constitutes a security or other regulated financial instrument under the laws of any jurisdiction. |
• | being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “ Management’s Discussion and Analysis of Financial Condition and Results of Operations |
• | not being required to comply with the requirement of auditor attestation of our internal controls over financial reporting; |
• | not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; |
• | reduced disclosure obligations regarding executive compensation; and |
• | not being required to hold a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. |
• | you may not be able to liquidate your investment in shares of our common stock; |
• | the market price of shares of our common stock may experience significant price volatility; and |
• | there may be less efficiency in carrying out your purchase and sale orders. |
• | changes in financial estimates by us or by any securities analysts who might cover our stock; |
• | proposed changes to laws in the U.S. or foreign jurisdictions relating to our business, or speculation regarding such changes; |
• | delays, disruptions or other failures in the supply of cryptocurrency hardware, including chips; |
• | conditions or trends in the digital assets industries and, specifically cryptoasset mining space; |
• | stock market price and volume fluctuations of comparable companies; |
• | fluctuations in prices of Bitcoin and other cryptocurrencies; |
• | announcements by us or our competitors of significant acquisitions, strategic partnerships or divestitures; |
• | significant lawsuits or announcements of investigations or regulatory scrutiny of its operations or lawsuits filed against us; |
• | recruitment or departure of key personnel; |
• | investors’ general perception of our business or management; |
• | trading volume of our common stock; |
• | overall performance of the equity markets; |
• | publication of research reports about us or our industry or positive or negative recommendations or withdrawal of research coverage by securities analysts; |
• | the impacts of the ongoing COVID-19 pandemic and related restrictions; |
• | general political and economic conditions; and |
• | other events or factors, many of which are beyond our control. |
• | existing stockholders’ proportionate ownership interest in us will decrease; |
• | the amount of cash available per share, including for payment of dividends in the future, may decrease; |
• | the relative voting strength of each previously outstanding our common stock may be diminished; and |
• | the market price of our common stock may decline. |
• | the limitation of the liability of, and the indemnification of, its directors and officers; |
• | a prohibition on actions by its stockholders except at an annual or special meeting of stockholders; |
• | a prohibition on actions by its stockholders by written consent; and |
• | the ability of the Board to issue preferred stock without stockholder approval, which could be used to institute a “poison pill” that would work to dilute the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by the Board. |
• | any derivative action or proceeding brought on our behalf; |
• | any action asserting a breach of fiduciary duty; |
• | any action asserting a claim against us arising under the DGCL or the Governing Documents; and |
• | any action asserting a claim against us that is governed by the internal-affairs doctrine or otherwise related to our internal affairs. |
• | the accompanying notes to the unaudited pro forma condensed combined financial statements; |
• | GWAC’s unaudited interim consolidated financial statements as of and for the six months ended June 30, 2021, and the related notes, each of which are included elsewhere in this prospectus; |
• | the historical audited financial statements of GWAC for the period from June 24, 2020 (inception) through December 31, 2020 and the related notes, each of which are included elsewhere in this prospectus; |
• | Cipher’s unaudited interim financial statements as of and for the six months ended July 31, 2021, and the related notes, each of which are included elsewhere in this prospectus; |
• | the historical audited financial statements of Cipher for the period from January 7, 2021 (inception) through January 31, 2021 and the related notes, each of which are included elsewhere in this prospectus; and |
• | other information relating to GWAC and Cipher included elsewhere in this prospectus “ Management’s Discussion and Analysis of Financial Condition and Results of Operations |
• | the cancellation of each issued and outstanding share of Cipher common stock; and |
• | the conversion into the right to receive a number of shares of our common stock based upon the Exchange Ratio. |
• | Cipher’s existing shareholders will have the greatest voting interest in the combined entity; |
• | Cipher has the ability to nominate a majority of the members of the Board; |
• | Cipher’s senior management will be the senior management of the combined entity; and |
• | Cipher’s operations prior to the acquisition comprising the only ongoing operations of New Cipher. |
Pro Forma Combined |
||||||||
Number of Shares |
% Ownership |
|||||||
New Cipher public shares |
4,345,619 | 1.8 | % | |||||
New Cipher founder Shares |
4,250,000 | 1.7 | % | |||||
New Cipher private placement shares |
228,000 | 0.1 | % | |||||
New Cipher shares issued to PIPE Investors / Bitfury private placement |
38,235,000 | 15.5 | % | |||||
New Cipher shares issued in merger to Cipher |
200,000,000 | 81.0 | % | |||||
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Shares outstanding |
247,058,619 |
100.0 |
% | |||||
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|
Cipher (Historical) (1) |
GWAC (Historical) (2) |
Transaction Accounting Adjustments (Note 2) |
Pro Forma Combined |
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ASSETS |
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Current assets |
||||||||||||||||||||
Cash and cash equivalents |
$ | 655,172 | $ | 127,722 | $ | 170,032,591 | (1 | ) | $ | 381,711,790 | ||||||||||
377,438,209 | (3 | ) | ||||||||||||||||||
(39,972,330 | ) | (4 | ) | |||||||||||||||||
— | (8 | ) | ||||||||||||||||||
(126,569,575 | ) | (9 | ) | |||||||||||||||||
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Prepaid expenses |
16,936 | 247,593 | — | 264,529 | ||||||||||||||||
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Total current assets |
672,108 | 375,315 | 380,928,896 | 381,976,319 | ||||||||||||||||
Marketable securities held in Trust Account |
— | 170,032,591 | (170,032,591 | ) | (1 | ) | — | |||||||||||||
Deferred offering costs |
2,775,767 | — | (2,775,767 | ) | (6 | ) | — | |||||||||||||
Deferred investment costs |
205,000 | — | — | 205,000 | ||||||||||||||||
Deposits |
3,368,586 | — | — | 3,368,586 | ||||||||||||||||
Property and equipment, net |
4,094 | — | — | 4,094 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total assets |
$ |
7,025,555 |
$ |
170,407,906 |
$ |
208,120,538 |
$ |
385,553,999 |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
||||||||||||||||||||
Current liabilities |
||||||||||||||||||||
Accounts payable |
$ | 203,692 | $ | 918,867 | $ | — | $ | 1,122,559 | ||||||||||||
Accounts payable—related party |
47,475 | — | (47,475 | ) | — | |||||||||||||||
Accrued legal costs |
2,705,000 | — | (2,500,000 | ) | 205,000 | |||||||||||||||
Accrued expenses |
25,651 | — | — | 25,651 | ||||||||||||||||
Promissory note |
— | — | — | (8 | ) | — | ||||||||||||||
Related party loan |
4,864,316 | — | (4,864,316 | ) | (3 | ) | — | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total current liabilities |
7,846,134 | 918,867 | (7,411,791 | ) | 1,353,210 | |||||||||||||||
Warrant liabilities |
— | 199,402 | — | 199,402 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities |
7,846,134 | 1,118,269 | (7,411,791 | ) | 1,552,612 | |||||||||||||||
Commitments and contingencies |
||||||||||||||||||||
Common stock subject to possible redemption |
— | 170,000,000 | (170,000,000 | ) | (2 | ) | — | |||||||||||||
Stockholders’ (deficit) equity |
||||||||||||||||||||
Common stock |
1 | 4,478 | 17,000 | (2 | ) | 247,059 | ||||||||||||||
38,235 | (3 | ) | ||||||||||||||||||
(4,478 | ) | (5 | ) | |||||||||||||||||
(191,823 | ) | (7 | ) | |||||||||||||||||
Additional paid-in capital |
4 | 1,451,170 | 169,983,000 | (2 | ) | 384,574,912 | ||||||||||||||
382,311,765 | (3 | ) | ||||||||||||||||||
(37,472,330 | ) | (4 | ) | |||||||||||||||||
(2,161,533 | ) | (5 | ) | |||||||||||||||||
(2,775,767 | ) | (6 | ) | |||||||||||||||||
(191,823 | ) | (7 | ) | |||||||||||||||||
(126,569,575 | ) | (9 | ) | |||||||||||||||||
Accumulated deficit |
(820,584 | ) | (2,166,011 | ) | 2,166,011 | (5 | ) | (820,584 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total stockholders’ (deficit) equity |
(820,579 | ) | (710,363 | ) | 385,532,329 | 384,001,387 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities and stockholders’ (deficit) equity |
$ |
7,025,555 |
$ |
170,407,906 |
$ |
208,120,538 |
$ |
385,553,999 |
||||||||||||
|
|
|
|
|
|
|
|
(1) | Represents the historical balance sheet of Cipher as of July 31, 2021. |
(2) | Represents the historical balance sheet of GWAC as of June 30, 2021. |
Cipher (Historical) (1) |
GWAC (Historical) (2) |
Transaction Accounting Adjustments (Note 2) |
Pro Forma Combined |
|||||||||||||||||
Revenue |
$ | — | $ | — | $ | — | $ | — | ||||||||||||
Expenses |
||||||||||||||||||||
Administrative expenses |
815,088 | 2,032,419 | — | 2,847,507 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total expenses |
815,088 | 2,032,419 | — | 2,847,507 | ||||||||||||||||
Operating loss |
(815,088 | ) | (2,032,419 | ) | — | (2,847,507 | ) | |||||||||||||
Other income (expense) |
||||||||||||||||||||
Change in fair value of warrant liabilities |
— | (76,332 | ) | — | (76,332 | ) | ||||||||||||||
Interest expense |
(2,016 | ) | — | — | (2,016 | ) | ||||||||||||||
Interest income |
— | 49,769 | (49,769 | ) | (1 | ) | — | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss |
$ |
(817,104 |
) |
$ |
(2,058,982 |
) |
$ |
(49,769 |
) |
$ |
(2,925,855 |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Income (loss) per share, basic and diluted, redeemable shares |
$ |
(0.00 |
) |
|||||||||||||||||
|
|
|||||||||||||||||||
Loss per share, basic and diluted, non-redeemable shares |
$ |
(0.44 |
) |
|||||||||||||||||
|
|
|||||||||||||||||||
Weighted average redeemable shares outstanding, basic and diluted |
— | 16,818,439 | — | — | ||||||||||||||||
Weighted average non-redeemable shares outstanding, basic and diluted |
— | 4,659,492 | — | — | ||||||||||||||||
Net income (loss) per share, basic and diluted |
$ | (1,874.09 | ) | $ | — | $ |
(0.01 |
) | ||||||||||||
|
|
|
|
|
|
|||||||||||||||
Weighted average shares outstanding, basic and diluted |
436 | 247,058,183 | (2) |
247,058,619 |
(1) | Represents the historical statement of operations of Cipher for the six months ended July 31, 2021. |
(2) | Represents the historical statement of operations of GWAC for the six months ended June 30, 2021. |
Cipher (Historical) (1) |
GWAC (Historical) (2) |
Transaction Accounting Adjustments (Note 2) |
Pro Forma Combined |
|||||||||||||||||
Revenue |
$ | — | $ | — | $ | — | $ | — | ||||||||||||
Expenses |
||||||||||||||||||||
Administrative expenses |
3,480 | 153,657 | — | 157,137 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total expenses |
3,480 | 153,657 | — | 157,137 | ||||||||||||||||
Operating loss |
(3,480 | ) | (153,657 | ) | — | (157,137 | ) | |||||||||||||
Other income (expense) |
||||||||||||||||||||
Change in fair value of warrant liabilities |
19,284 | — | 19,284 | |||||||||||||||||
Interest income |
— | 27,342 | (27,342 | ) | (1 | ) | — | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net income (loss) |
$ |
(3,480 |
) |
$ |
(107,031 |
) |
$ |
(27,342 |
) |
$ |
(137,853 |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Income (loss) per share, basic and diluted, redeemable shares |
$ |
(0.00 |
) |
|||||||||||||||||
|
|
|||||||||||||||||||
Loss per share, basic and diluted, non-redeemable shares |
$ |
(0.02 |
) |
|||||||||||||||||
|
|
|||||||||||||||||||
Weighted average redeemable shares outstanding, basic and diluted |
16,723,356 | |||||||||||||||||||
Weighted average non-redeemable shares outstanding, basic and diluted |
4,483,216 | |||||||||||||||||||
Net income (loss) per share, basic and diluted |
$ |
(0.00 |
) | |||||||||||||||||
|
|
|||||||||||||||||||
Weighted average shares outstanding, basic and diluted |
247,058,183 | (2 | ) | 247,058,619 | ||||||||||||||||
|
|
|
|
|
|
|
|
(1) | Represents the historical statement of operations of Cipher for the period from January 7, 2021 (inception) through January 31, 2021. |
(2) | Represents the historical statement of operations of GWAC for the period from June 24, 2020 (inception) through December 31, 2020. |
• | the accompanying notes to the unaudited pro forma condensed combined financial statements; |
• | GWAC’s unaudited interim consolidated financial statements as of and for the six months ended June 30, 2021, and the related notes, each of which are included elsewhere in this prospectus; |
• | the historical audited financial statements of GWAC for the period from June 24, 2020 (inception) through December 31, 2020 and the related notes, each of which are included elsewhere in this prospectus; |
• | Cipher’s unaudited interim financial statements as of July 31, 2021 and for the six months ended July 31, 2021, and the related notes, each of which are included elsewhere in this prospectus; |
• | the historical audited financial statements of Cipher for the period from January 7, 2021 (inception) through January 31, 2021 and the related notes, each of which are included elsewhere in this prospectus; and |
• | other information relating to GWAC and Cipher included elsewhere in this prospectus “ Management’s Discussion and Analysis of Financial Condition and Results of Operations |
(1) | Reflects the liquidation and reclassification of cash and investments held in the Trust Account that becomes available for general use by Cipher following the Business Combination. |
(2) | Reflects the transfer of GWAC’s approximately $170 million common stock subject to possible redemptions balance as of June 30, 2021 to permanent equity. |
(3) | Reflects the gross receipt of $377.4 million from the PIPE Financing ($322.4 million) and Bitfury Private Placement ($60.0 million) (38.2 million common shares at $10.00 per share) less the $4.9 million already disbursed to Cipher as a related party loan as of July 31, 2021 and the accounts payable related party balance of approximately $47,000. |
(4) | Reflects the payment of transaction costs of approximately $40.0 million. Transaction costs include legal, financial advisory, deferred underwriters’ discount payable and other professional fees related to the Business Combination. |
(5) | Reflects the elimination of GWAC’s accumulated deficit and its common stock balances into additional paid in capital. |
(6) | Reflects the reclassification of deferred offering costs to additional paid in capital. |
(7) | Reflects the reorganization of Cipher into New Cipher. |
(8) | Reflects issuance and payoff of $50,000 promissory note issued after June 30, 2021. |
(9) | Reflects the transaction accounting adjustment, for the actual redemption of 12,654,381 GWAC Common Stock (at a redemption price of slightly over $10.00 per share) totaling approximately $126.6 million. |
(1) | Reflects the adjustment to eliminate interest earned on balances held in the Trust Account. |
(2) | Reflects the increase in the weighted average shares outstanding due to the issuance of common stock (and the maximum redemption scenario) in connection with the Business Combination. |
Six Months Ended June 30, 2021 |
||||
Pro forma net loss |
(2,925,855 | ) | ||
Weighted average shares outstanding—basic and diluted |
247,058,619 | |||
Net loss per share—basic and diluted (1) |
(0.01 | ) | ||
|
|
|||
Year Ended December 31, 2020 |
||||
Pro forma net loss |
(137,853 | ) | ||
Weighted average shares outstanding—basic and diluted |
247,058,619 | |||
Net income (loss) per share—basic and diluted (1) |
(0.00 | ) | ||
|
|
|||
New Cipher public shares |
4,345,619 | |||
New Cipher founder shares |
4,250,000 | |||
New Cipher private placement shares |
228,000 | |||
New Cipher shares issued to PIPE Investors / Bitfury private placement |
38,235,000 | |||
Year Ended December 31, 2020 |
||||
New Cipher shares issued in merger to Cipher |
200,000,000 | |||
|
|
|||
Shares outstanding |
247,058,619 | |||
|
|
(1) | Outstanding options and warrants are anti-dilutive and are not included in the calculation of diluted net loss per share. |
• | Step 1: Identify the contract with the customer |
• | Step 2: Identify the performance obligations in the contract |
• | Step 3: Determine the transaction price |
• | Step 4: Allocate the transaction price to the performance obligations in the contract |
• | Step 5: Recognize revenue when the Company satisfies a performance obligation |
• | Variable consideration |
• | Constraining estimates of variable consideration |
• | The existence of a significant financing component in the contract |
• | Noncash consideration |
• | Consideration payable to a customer |
(1) | Hashrate represents a 7-day average |
![]() |
![]() |
• | The initial buildout phase: |
• | The second phase: |
• | block rewards |
• | transaction fees |
Name |
Age |
Title | ||
Tyler Page |
45 | Chief Executive Officer and Director | ||
Edward Farrell |
61 | Chief Financial Officer | ||
Patrick Kelly |
42 | Chief Operating Officer | ||
William Iwaschuk |
46 | Chief Legal Officer | ||
Cary Grossman |
67 | Director | ||
Caitlin Long |
52 | Director | ||
James Newsome |
62 | Director | ||
Wesley (Bo) Williams |
45 | Director | ||
Holly Morrow Evans |
45 | Director | ||
Robert Dykes |
72 | Director |
• | appointing, compensating, retaining, evaluating, terminating and overseeing New Cipher’s independent registered public accounting firm; |
• | discussing with New Cipher’s independent registered public accounting firm their independence from management; |
• | reviewing with New Cipher’s independent registered public accounting firm the scope and results of their audit; |
• | pre-approving all audit and permissible non-audit services to be performed by New Cipher’s independent registered public accounting firm; |
• | overseeing the financial reporting process and discussing with management and New Cipher’s independent registered public accounting firm the interim and annual financial statements that New Cipher’s files with the SEC; |
• | reviewing and monitoring New Cipher’s accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; and |
• | establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. |
• | reviewing and setting or making recommendations to the Board regarding the compensation of New Cipher’s executive officers; |
• | making recommendations to the Board regarding the compensation of the Board; |
• | reviewing and approving or making recommendations to the Board regarding New Cipher’s incentive compensation and equity-based plans and arrangements; and |
• | appointing and overseeing any compensation consultants. |
• | identifying and recommending candidates for membership on the Board; |
• | recommending directors to serve on the Board committees; |
• | reviewing and recommending to the Board any changes to our corporate governance principles; |
• | reviewing proposed waivers of the code of conduct for directors and executive officers; |
• | overseeing the process of evaluating the performance of the Board; and |
• | advising the Board on corporate governance matters. |
• | during any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new directors (other than a director designated by a person who shall have entered into an agreement with Cipher Mining Inc. to effect a change in control transaction) whose election by the Board or nomination for election by Cipher Mining Inc.’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or |
• | the consummation by Cipher Mining Inc. (whether directly or indirectly) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of Cipher Mining Inc.’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction: |
• | which results in Cipher Mining Inc.’s voting securities outstanding immediately before the transaction continuing to represent either by remaining outstanding or by being converted into voting securities of the company or the person that, as a result of the transaction, controls, directly or indirectly, the company or owns, directly or indirectly, all or substantially all of Cipher Mining Inc.’s assets or otherwise succeeds to Cipher Mining Inc.’s business, directly or indirectly, at least a majority of the combined voting power of the successor entity’s outstanding voting securities immediately after the transaction, and |
• | after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the successor entity; provided, however, that no person or group shall be treated as beneficially owning 50% or more of the combined voting power of the successor entity solely as a result of the voting power held in Cipher Mining Inc. prior to the consummation of the transaction. |
• | any person who is, or at any time during the applicable period was, one of New Cipher’s executive officers or directors; |
• | any person who is known by New Cipher to be the beneficial owner of more than 5% of New Cipher voting stock; |
• | any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, in- law or sister-in-law |
• | any firm, corporation or other entity in which any of the foregoing persons is a partner or principal, or in a similar position, or in which such person has a 10% or greater beneficial ownership interest. |
• | each person who is the beneficial owner of more than 5% of the outstanding shares of our common stock; |
• | each of New Cipher’s current executive officers and directors; and |
• | all executive officers and directors of New Cipher, as a group. |
Name of Beneficial Owners |
Number of Shares of Common Stock Beneficially Owned |
Percentage of Outstanding Common Stock |
||||||
5% Stockholders and Affiliated Entities: |
||||||||
Bitfury Top HoldCo (1) |
200,000,000 | 80.9 | % | |||||
Bitfury Holding (2) |
6,000,000 | 2.4 | % | |||||
GW Sponsor 2, LLC (3) |
562,500 | 0.0023 | % | |||||
Directors and Named Executive Officers: |
||||||||
Tyler Page |
— | — | ||||||
Edward Farrell |
— | — | ||||||
Patrick Kelly |
— | — | ||||||
William Iwaschuk |
— | — | ||||||
Cary Grossman |
195,000 | 0.00078 | % | |||||
Caitlin Long |
— | — | ||||||
James Newsome |
— | — | ||||||
Wesley (Bo) Williams |
— | — | ||||||
Holly Morrow Evans |
— | — | ||||||
Robert Dykes |
— | — | ||||||
All Directors and Named Executive Officers as a group (10 individuals) |
195,000 | 0.00078 | % |
(1) | Bitfury Top HoldCo is indirectly controlled by Valerijs Vavilovs. The business address of Bitfury Top HoldCo is Strawinskylaan 3051, 1077ZX Amsterdam, the Netherlands, and the business address of Valerijs Vavilovs is Serenia Residences, North A-502, Crescent Road East, The Palm Jumeirah, Dubai, UAE. |
(2) | Bitfury Holding is a fully owned subsidiary of Bitfury Top HoldCo and received the common stock pursuant to the Bitfury Private Placement. Together with Bitfury Top HoldCo, the Bitfury Group owns 206,000,000 of our common stock or 83.4% of the total outstanding stock. |
(3) | GW Sponsor 2, LLC is controlled by Cary Grossman. Mr. Grossman has sole voting and dispositive power with respect to the securities disclosed above. The business address of the Sponsor and for Cary Grossman is 4265 San Felipe, Suite 603, Houston, TX 77027. |
• | up to 32,235,000 PIPE Shares; |
• | up to 1,575,000 shares of Initial Stockholder Shares; |
• | up to 757,500 shares of common stock held by the Sponsor; |
• | up to 562,500 shares of common stock held by GW Sponsor 2, LLC; |
• | up to 677,500 shares of common stock held by the Anchor Investors; |
• | up to 6,000,000 shares of common stock held by Bitfury Holding B.V; and |
• | up to 228,000 Private Placement Shares. |
Shares of Common Stock |
||||||||||||||||
Name of Selling Stockholder |
Number Beneficially Owned Prior to Offering |
Number Being Registered Hereby (*) |
Number Beneficially Owned After this Offering |
Percentage Owned After Offering (**) |
||||||||||||
Alexander Morcos |
500,000 | 500,000 | — | — | ||||||||||||
American Committee for Shaare Zedek Hospital in Jerusalem, Inc. |
2,500 | 2,500 | — | — | ||||||||||||
Athanor International Master Fund, LP. |
250,300 | 250,300 | — | — | ||||||||||||
Athanor Master Fund, LP. |
749,700 | 749,700 | — | — | ||||||||||||
Ballet Theatre Foundation, Inc. |
250,000 | 250,000 | — | — | ||||||||||||
Bitfury Holding B.V. |
6,000,000 | 6,000,000 | — | 2.43 | % | |||||||||||
Cary Grossman |
195,000 | 195,000 | — | — | ||||||||||||
CC Arb West, LLC. |
163,000 | 163,000 | — | — | ||||||||||||
CC Arbitrage, Ltd. |
37,000 | 37,000 | — | — | ||||||||||||
CVI Investments, Inc. (1) |
1,500,000 | 1,500,000 | — | — |
Shares of Common Stock |
||||||||||||||||
Name of Selling Stockholder |
Number Beneficially Owned Prior to Offering |
Number Being Registered Hereby (*) |
Number Beneficially Owned After this Offering |
Percentage Owned After Offering (**) |
||||||||||||
D. E. Shaw Oculus Portfolios, L.L.C. (2) |
375,000 | 375,000 | — | — | ||||||||||||
D. E. Shaw Valence Portfolios, L.L.C. (3) |
1,125,000 | 1,125,000 | — | — | ||||||||||||
David Pauker |
47,500 | 47,500 | — | — | ||||||||||||
Divenire Holding |
200,000 | 200,000 | — | — | ||||||||||||
Douglas Wurth |
195000 | 195000 | — | — | ||||||||||||
FIAM Target Date Blue Chip Growth Commingled Pool By: Fidelity Institutional Asset Management Trust Company as Trustee (4) |
290,693 | 290,693 | — | — | ||||||||||||
Fidelity Blue Chip Growth Commingled Pool By: Fidelity Management Trust Company, as Trustee (5) |
132,477 | 132,477 | — | — | ||||||||||||
Fidelity Blue Chip Growth Institutional Trust By its manager Fidelity Investments Canada ULC (6) |
10,024 | 10,024 | — | — | ||||||||||||
Fidelity Growth Company Commingled Pool By: Fidelity Management Trust Company, as Trustee (7) |
1,065,052 | 1,065,052 | — | — | ||||||||||||
Fidelity Mt. Vernon Street Trust: Fidelity Growth Company K6 Fund (8) |
185,605 | 185,605 | — | — | ||||||||||||
Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund (9) |
1,036,026 | 1,036,026 | — | — | ||||||||||||
Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund (10) |
213,317 | 213,317 | — | — | ||||||||||||
Fidelity Securities Fund: Fidelity Blue Chip Growth Fund (11) |
3,712,314 | 3,712,314 | — | 1.50 | % | |||||||||||
Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund (12) |
408,492 | 408,492 | — | — | ||||||||||||
Fidelity Securities Fund: Fidelity Flex Large Cap Growth Fund (13) |
8,454 | 8,454 | — | — | ||||||||||||
Fidelity Securities Fund: Fidelity Series Blue Chip Growth Fund (14) |
437,546 | 437,546 | — | — | ||||||||||||
Fred S Zeidman |
195,000 | 195,000 | — | — | ||||||||||||
Ghisallo Master Fund LP |
350,000 | 350,000 | — | — | ||||||||||||
Glazer Capital, LLC (15) |
500,000 | 500,000 | — | — | ||||||||||||
Gray’s Creek Capital Partners Fund I, LP |
200,000 | 200,000 | — | — | ||||||||||||
GW Sponsor 2, LLC (16) |
562,500 | 562,500 | — | — | ||||||||||||
Harris County Hospital District Foundation |
2,500 | 2,500 | — | — | ||||||||||||
I-B Good Works, LLC |
757,500 | 757,500 | — | — | ||||||||||||
Integrated Core Strategies (US) LLC (17) |
500,000 | 500,000 | — | — | ||||||||||||
Iridian Durascent Fund, LP |
10,000 | 10,000 | — | — | ||||||||||||
Iridian Eagle Fund, LP |
261,000 | 261,000 | — | — | ||||||||||||
Iridian Raven Fund, LP |
129,000 | 129,000 | — | — | ||||||||||||
Iridian Wasabi Fund, LP |
100,000 | 100,000 | — | — | ||||||||||||
James M McCrory |
305,000 | 305,000 | — | — | ||||||||||||
John J. Lendrum III |
47,500 | 47,500 | — | — | ||||||||||||
KC10T Cipher SPV, LLC |
1,185,000 | 1,185,000 | — | — | ||||||||||||
Kepos Alpha Master Fund L.P. (18) |
650,000 | 650,000 | — | — |
Shares of Common Stock |
||||||||||||||||
Name of Selling Stockholder |
Number Beneficially Owned Prior to Offering |
Number Being Registered Hereby (*) |
Number Beneficially Owned After this Offering |
Percentage Owned After Offering (**) |
||||||||||||
Magnetar Financial LLC (19) |
226,375 | 226,375 | — | — | ||||||||||||
Maven Investment Partners US Limited—NY Branch |
250,000 | 250,000 | — | — | ||||||||||||
Memorial Hermann Foundation |
47,500 | 47,500 | — | — | ||||||||||||
MMF LT, LLC (20) |
1,000,000 | 1,000,000 | — | — | ||||||||||||
Morgan Stanley Investment Management Inc. (21) |
10,000,000 | 10,000,000 | — | 4.05 | % | |||||||||||
Nadia’s Initiative Inc. |
50,000 | 50,000 | — | — | ||||||||||||
Paolo E. Floriani |
35,000 | 35,000 | — | — | ||||||||||||
Paul Fratamico |
47,500 | 47,500 | — | — | ||||||||||||
Peridian Fund, L.P. (22) |
226,375 | 226,375 | — | — | ||||||||||||
Polar Multi-Strategy Master Fund (23) |
226,375 | 226,375 | — | — | ||||||||||||
Ratan Capital Master Fund Ltd. |
500,000 | 500,000 | — | — | ||||||||||||
Schonfeld Strategic 460 Fund LLC |
300,000 | 300,000 | — | — | ||||||||||||
Shelley Leonard |
160,000 | 160,000 | — | — | ||||||||||||
Social Accountability International, Inc. |
125,000 | 125,000 | — | — | ||||||||||||
Stichting Juridisch Eigendom Mint Tower Arbitrage Fund |
726,375 | 726,375 | — | — | ||||||||||||
Suhas and Felicitie Daftuar |
500,000 | 500,000 | — | — | ||||||||||||
Tahira Rehmatullah |
47,500 | 47,500 | — | — | ||||||||||||
Tech Opportunities LLC (24) |
700,000 | 700,000 | — | — | ||||||||||||
The Children’s Aid Society |
125,000 | 125,000 | — | — | ||||||||||||
The National World War II Museum, Inc. |
2,500 | 2,500 | — | — | ||||||||||||
The University of Texas Foundation, Inc. |
175,000 | 175,000 | — | — | ||||||||||||
The Washington University |
10,000 | 10,000 | — | — | ||||||||||||
Ulter GW LLC |
1,500,000 | 1,500,000 | — | — | ||||||||||||
University of St. Thomas |
10,000 | 10,000 | — | — | ||||||||||||
VB Capital |
200,000 | 200,000 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
TOTAL |
42,035,500 |
42,035,500 |
(*) | The amounts set forth in this column are the number of shares of common stock that may be offered by such Selling Securityholder using this prospectus. These amounts do not represent any other shares of our common stock that the Selling Securityholder may own beneficially or otherwise. |
(**) | The percentage of shares to be beneficially owned after completion of the offering is calculated on the basis of 246,858,619 shares of common stock outstanding. |
(1) | Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc. (“CVI”), has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares. The principal business address of CVI is c/o Heights Capital Management, Inc., 101 California Street, Suite 3250, San Francisco, California 94111. |
(2) | D. E. Shaw Oculus Portfolios, L.L.C. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of common stock directly owned by it to be registered for resale pursuant to this registration statement (the “Subject Shares”). D. E. Shaw & Co., L.P. (“DESCO LP”), as the investment adviser of D. E. Shaw Oculus Portfolios, L.L.C., may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. D. E. Shaw & Co., L.L.C. (“DESCO LLC”), as the manager of D. E. Shaw Oculus Portfolios, L.L.C., may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. Julius Gaudio, Maximilian Stone, and Eric Wepsic, or their designees, exercise voting and investment control over the Subject Shares on DESCO LP’s and DESCO LLC’s behalf. D. E. Shaw & Co., Inc. (“DESCO Inc.”), as general partner of DESCO LP, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. D. E. Shaw & Co. II, Inc. (“DESCO II Inc.”), as managing member of DESCO LLC, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. None of DESCO LP, DESCO LLC, DESCO Inc., or DESCO II Inc. owns any shares of the Company directly, and each such entity disclaims beneficial ownership of the Subject Shares. David E. Shaw does not own any shares of the Company directly. By virtue of David E. Shaw’s position as President and sole shareholder of DESCO |
Inc., which is the general partner of DESCO LP, and by virtue of David E. Shaw’s position as President and sole shareholder of DESCO II Inc., which is the managing member of DESCO LLC, David E. Shaw may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of the Subject Shares. David E. Shaw disclaims beneficial ownership of the Subject Shares. The business address of D. E. Shaw Oculus Portfolios, L.L.C. is c/o D. E. Shaw & Co., L.P., 1166 Avenue of the Americas, 9th Floor, New York, NY 10036. |
(3) | D. E. Shaw Valence Portfolios, L.L.C. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of common stock directly owned by it to be registered for resale pursuant to this registration statement (the “Subject Shares”). D. E. Shaw & Co., L.P. (“DESCO LP”), as the investment adviser of D. E. Shaw Valence Portfolios, L.L.C., may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. D. E. Shaw & Co., L.L.C. (“DESCO LLC”), as the manager of D. E. Shaw Valence Portfolios, L.L.C., may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. Julius Gaudio, Maximilian Stone, and Eric Wepsic, or their designees, exercise voting and investment control over the Subject Shares on DESCO LP’s and DESCO LLC’s behalf. D. E. Shaw & Co., Inc. (“DESCO Inc.”), as general partner of DESCO LP, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. D. E. Shaw & Co. II, Inc. (“DESCO II Inc.”), as managing member of DESCO LLC, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. None of DESCO LP, DESCO LLC, DESCO Inc., or DESCO II Inc. owns any shares of the Company directly, and each such entity disclaims beneficial ownership of the Subject Shares. David E. Shaw does not own any shares of the Company directly. By virtue of David E. Shaw’s position as President and sole shareholder of DESCO Inc., which is the general partner of DESCO LP, and by virtue of David E. Shaw’s position as President and sole shareholder of DESCO II Inc., which is the managing member of DESCO LLC, David E. Shaw may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of the Subject Shares. David E. Shaw disclaims beneficial ownership of the Subject Shares. The business address of D. E. Shaw Valence Portfolios, L.L.C. is c/o D. E. Shaw & Co., L.P., 1166 Avenue of the Americas, 9th Floor, New York, NY 10036. |
(4) | Managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. |
(5) | Managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. |
(6) | Managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. |
(7) | Managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under |
the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. |
(8) | Managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. |
(9) | Managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. |
(10) | Managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. |
(11) | Managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. |
(12) | Managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. |
(13) | Managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or |
through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. |
(14) | Managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. |
(15) | Includes (i) 93,500 shares held by Glazer Enhanced Fund L.P., (ii) 220,000 shares held by Glazer Enhanced Offshore Fund, Ltd., (iii) 39,200 shares held by Highmark Limited, In Respect of Its Segregated Account, Highmark Multi-Strategy 2 and (iv) 147,300 shares held by Glazer Special Opportunity Fund I, L.P. (collectively, the “Glazer Funds”). Voting and investment power over the shares held by such entities resides with their investment manager, Glazer Capital, LLC (“Glazer Capital”). Mr. Paul J. Glazer (“Mr. Glazer”), serves as the Managing Member of Glazer Capital and may be deemed to be the beneficial owner of the shares held by such entities. Mr. Glazer, however, disclaims any beneficial ownership of the shares held by such entities. The address of the foregoing individuals and entities is c/o Glazer Capital, LLC, 250 West 55th Street, Suite 30A, New York, New York 10019. |
(16) | GW Sponsor 2, LLC is controlled by Cary Grossman. Mr. Grossman has sole voting and dispositive power with respect to the securities held be GW Sponsor 2, LLC. |
(17) | Millennium Management LLC, a Delaware limited liability company (“Millennium Management”), is the general partner of the managing member of Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Group Management LLC, a Delaware limited liability company (“Millennium Group Management”), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. The managing member of Millennium Group Management is a trust of which Israel A. Englander, a United States citizen (“Mr. Englander”), currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. The foregoing should not be construed in and of itself as an admission by Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies. |
(18) | Kepos Capital LP is the investment manager of the selling securityholder and Kepos Partners LLC is the General Partner of the selling securityholder and each may be deemed to have voting and dispositive power with respect to the shares. The general partner of Kepos Capital LP is Kepos Capital GP LLC (the “Kepos GP”) and the Managing Member of Kepos Partners LLC is Kepos Partners MM LLC (“Kepos MM”). Mark Carhart controls Kepos GP and Kepos MM and, accordingly, may be deemed to have voting and dispositive power with respect to the shares held by this selling securityholder. Mr. Carhart disclaims beneficial ownership of the shares held by the selling securityholder. |
(19) | The registered holders of the referenced shares to be registered are the following funds and accounts that are managed by Magnetar Financial LLC (“MFL”), which serves as investment manager of each Magnetar Capital Master Fund, Ltd, Purpose Alternative Credit Fund - F LLC, Purpose Alternative Credit Fund - T LLC, Magnetar Constellation Master Fund, Ltd., Magnetar Constellation Fund II, Ltd, Magnetar SC Fund Ltd, and Magnetar Xing He Master Fund Ltd. MFL is the manager of Magnetar Lake Credit Fund LLC. MFL is the general partner of Magnetar Structured Credit Fund, LP (together with all of the foregoing funds, the “Magnetar Funds”). In such capacities, MFL exercises voting and investment power over the securities listed above held for the accounts of the Magnetar Funds. MFL is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended. Magnetar Capital Partners LP (“MCP”), is the sole member and parent holding company of MFL. Supernova Management LLC (“Supernova”), is the sole general partner of MCP. The manager of Supernova is Alec N. Litowitz, a citizen of the United States of America. Each of the Magnetar Funds, MFL, MCP, Supernova and Alec N. Litowitz disclaim beneficial ownership of these securities except to the extent of their pecuniary interest in the securities. Shares shown include only the securities being registered for resale and may not incorporate all interests deemed to be beneficially held by the registered holders described above or by other investment funds managed or advised by MFL. |
(20) | Moore Capital Management, LP, the investment manager of MMF LT, LLC, has voting and investment control of the shares held by MMF LT, LLC. Mr. Louis M. Bacon controls the general partner of Moore Capital Management, LP and may be deemed the beneficial owner of the shares of the Company held by MMF LT, LLC. Mr. Bacon also is the indirect majority owner of MMF LT, LLC. The address of MMF LT, LLC, Moore Capital Management, LP and Mr. Bacon is 11 Times Square, New York, New York 10036 |
(21) | Morgan Stanley Investment Management Inc. is the adviser of each of Morgan Stanley Insight Fund, Morgan Stanley Investment Funds—Counterpoint Global Fund, Johnson & Johnson Pension and Savings Plans Master Trust, Morgan Stanley Institutional Fund |
Inc—Counterpoint Global Portfolio, Morgan Stanley Investment Funds—US Insight Fund, Morgan Stanley Variable Insurance Fund Inc.—Discovery Portfolio, Morgan Stanley Institutional Fund Trust—Discovery Portfolio, Lawrencium Atoll Investments Limited, Brighthouse Funds Trust I—Morgan Stanley Discovery Portfolio, Inception Trust, Morgan Stanley Institutional Fund, Inc.—Inception Portfolio, EQ Advisors Trust—EQ/Morgan Stanley Small Cap Growth Portfolio, and Bell Atlantic Master Trust (collectively, the “MS Funds”) and holds voting and dispositive power with respect to shares of record held by each of the MS Funds. The address of each of the MS Funds is 522 Fifth Avenue, New York, NY 10036. |
(22) | Voting and investment power over the interests held by Peridian Fund L.P. (“Peridian”) resides with its investment manager, Periscope Capital Inc. Jamie Wise is the Chief Executive Officer of Periscope Capital Inc. and may be deemed to be the beneficial owner of the interests held by Peridian. Jamie Wise and Periscope Capital Inc., however, disclaim any beneficial ownership of the interests held by Peridian. The address of the foregoing individual and entities is c/o 333 Bay Street, Suite 1240, Toronto, ON, M5H 2R2. |
(23) | Polar Multi-Strategy Master Fund (“Polar Fund”) is under management by Polar Asset Management Partners Inc. (“PAMPI”). PAMPI serves as investment advisor of the Polar Fund and has control and discretion over the shares held by the Polar Fund. As such, PAMPI may be deemed the beneficial owner of the shares held by the Polar Fund. PAMPI disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest therein. The business address of the Polar Fund is c/o Polar Asset Management Partners Inc., 16 York Street, Suite 2900, Toronto, ON M5J 0E6. |
(24) | Hudson Bay Capital Management LP, the investment manager of Tech Opportunities LLC, has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Tech Opportunities LLC and Sander Gerber disclaims beneficial ownership over these securities. |
1. | the board of directors approves the acquisition of stock or the merger transaction before the time that the person becomes an interested stockholder; |
2. | the interested stockholder owns at least 85% of the outstanding voting stock of the corporation at the time the merger transaction commences (excluding voting stock owned by directors who are also officers and certain employee stock plans); or |
3. | the merger transaction is approved by the board of directors and at a meeting of stockholders, not by written consent, by the affirmative vote of 2/3 of the outstanding voting stock which is not owned by the interested stockholder. |
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
• | one or more underwritten offerings; |
• | block trades (which may involve crosses) in which the broker-dealer will attempt to sell the shares of common stock as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker-dealer as principal and resale by the broker-dealer for its accounts; |
• | an exchange distribution and/or secondary distribution in accordance with the rules of the applicable exchange; |
• | privately negotiated transactions; |
• | distributions to their employees, partners, members or stockholders; |
• | short sales (including short sales “against the box”) effected after the date of the registration statement of which this prospectus is a part is declared effective by the SEC; |
• | through the writing or settlement of standardized or over-the-counter |
• | in market transactions, including transactions on a national securities exchange or quotations service or over-the-counter |
• | by pledge to secure debts and other obligation; |
• | directly to purchasers, including our affiliates and stockholders, in a rights offering or otherwise; |
• | through agents; |
• | broker-dealers may agree with the Selling Securityholders to sell a specified number of such shares of common stock at a stipulated price per share; and |
• | through a combination of any of these methods or any other method permitted by applicable law. |
• | at a fixed price or prices, which may be changed from time to time; |
• | at market prices prevailing at the time of sale; |
• | at prices relating to the prevailing market prices; or |
• | at negotiated prices. |
• | the name of the selling security holder; |
• | the number of common stock being offered; |
• | the terms of the offering; |
• | the names of the participating underwriters, broker-dealers or agents; |
• | any discounts, commissions or other compensation paid to underwriters or broker-dealers and any discounts, commissions or concessions allowed or reallowed or paid by any underwriters to dealers; |
• | the public offering price; |
• | the estimated net proceeds to us from the sale of the common stock; |
• | any delayed delivery arrangements; and |
• | other material terms of the offering. |
• | 1% of the total number of our common stock then outstanding; or |
• | the average weekly reported trading volume of the our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
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F-68 |
June 30, 2021 |
December 31, 2020 |
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(Unaudited) |
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Cash |
$ | $ | ||||||
Prepaid expenses |
||||||||
Total current assets |
||||||||
Cash and securities held in Trust Account |
||||||||
Total Assets |
$ | $ | ||||||
Liabilities and Stockholders’ Equity |
||||||||
Accounts payable and accrued expenses |
$ | $ | ||||||
Total current liabilities |
||||||||
Warrant liability |
||||||||
Total Liabilities |
||||||||
Commitments |
||||||||
Common stock subject to possible redemption, |
||||||||
Stockholders’ Equity: |
||||||||
Preferred stock, $ |
||||||||
Common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated Deficit |
( |
) | ( |
) | ||||
Total stockholders’ equity |
( |
) | ||||||
Total Liabilities and Stockholders’ Equity |
$ | $ | ||||||
For the three months ended June 30, |
For the six months ended June 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Operating expenses |
$ | $ | $ | $ | ||||||||||||
Business combination expenses |
||||||||||||||||
Loss from operations |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Other income (expense) |
||||||||||||||||
Interest income |
||||||||||||||||
Change in warrant liability |
( |
) | ||||||||||||||
Total other income (expense) |
( |
) | ||||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Basic and diluted weighted average redeemable common shares outstanding |
||||||||||||||||
Basic and diluted net loss per redeemable common share |
$ | ( |
) | $ | $ | ( |
) | $ | ||||||||
Basic and diluted weighted average non-redeemable common shares outstanding |
||||||||||||||||
Basic and diluted net loss per non-redeemable common share |
$ | ( |
) | $ | $ | ( |
) | $ | ||||||||
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance - December 31, 2020 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
Net loss |
— | ( |
) | ( |
) | |||||||||||||||
Change in value of common stock subject to possible redemption |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Balance as of March 31, 2021 |
$ | $ | $ | ( |
) | |||||||||||||||
Net Loss |
— | ( |
) | ( |
) | |||||||||||||||
Balance - June 30, 2021 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||
(1) | Good Works Acquisition Corp. was formed on June 24, 2020. The Founders Shares were not issued until July 2020. As a result, a comparative consolidated statement of changes in stockholder’s equity for the period ended June 2020 is not applicable. See accompanying notes to unaudited condensed consolidated financial statements. |
For the six months ended June 30, |
||||||||
2021 |
2020 |
|||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |
||||||||
Change in warrant liability |
||||||||
Interest earned on cash and marketable securities held in Trust Account |
( |
) | ||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
$ | ( |
) | |||||
Accounts payable and accrued expenses |
||||||||
|
|
|
|
|||||
Net cash (used in) provided by operating activities |
( |
) | ||||||
|
|
|
|
|||||
Net change in cash |
( |
) | ||||||
Cash, beginning of the period |
||||||||
|
|
|
|
|||||
Cash, end of period |
$ | $ | ||||||
|
|
|
|
|||||
Supplemental disclosure of cash flow information: |
||||||||
Non-cash investing and financing transactions: |
||||||||
Change in common stock subject to possible redemption |
$ | $ | ||||||
|
|
|
|
Level 1 — | Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. | |
Level 2 — | Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. | |
Level 3 — | Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Fair Value Measured as of June 30, 2021 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets: |
||||||||||||||||
U.S. Money Market held in Trust Account |
$ | $ | $ | $ | ||||||||||||
$ | $ | $ | $ | |||||||||||||
Fair Value Measured as of June 30, 2021 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Liabilities: |
||||||||||||||||
Private stock warrant liabilities |
$ | $ | $ | $ | ||||||||||||
$ | $ | $ | $ | |||||||||||||
Fair Value Measured as of December 31, 2020 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets: |
||||||||||||||||
U.S. Money Market held in Trust Account |
$ | $ | $ | $ | ||||||||||||
U.S. Treasury Securities held in Trust Account |
||||||||||||||||
$ | $ | $ | $ | |||||||||||||
Liabilities: |
||||||||||||||||
Private stock warrant liabilities |
$ | $ | $ | $ | ||||||||||||
$ | $ | $ | $ | |||||||||||||
As of December 31, 2020 |
As of June 30 2021 |
|||||||
Exercise price |
$ | $ | ||||||
Stock price |
||||||||
Volatility |
% | % | ||||||
Probability of completing a business combination |
% | % | ||||||
Term |
||||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % |
Warrant liabilities at January 1, 2021 |
$ | |||
Change in fair value of warrant liabilities |
||||
Warrant liabilities at March 31, 2021 |
$ | |||
Change in fair value of warrant liabilities |
( |
) | ||
Warrant liabilities at June 30, 2021 |
$ | |||
For the Six Months Ended June 30, 2021 |
For the Three Months Ended June 30, 2021 |
|||||||
Common stock subject to possible redemption |
||||||||
Numerator: Earnings allocable to Common stock subject to possible redemption |
||||||||
Income from investments held in Trust Account |
$ | $ | ||||||
Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes |
$ | ( |
) | $ | ( |
) | ||
Net loss attributable to Common stock subject to possible redemption |
$ | ( |
) | $ | ( |
) | ||
Denominator: Weighted average common stock subject to possible redemption |
||||||||
Basic and diluted weighted average shares outstanding |
||||||||
Basic and diluted net loss per share, common stock subject to possible redemption |
$ |
( |
) |
$ |
( |
) | ||
For the Six Months Ended June 30, 2021 |
For the Three Months Ended June 30, 2021 |
|||||||
Non-Redeemable Common Stock |
||||||||
Numerator: Net loss minus amount allocable to redeemable common stock and change in fair value |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Less: Net loss allocable to common stock subject to possible redemption |
||||||||
Non-redeemable net loss |
$ | ( |
) | $ | ( |
) | ||
Denominator: Weighted Average Non-Redeemable Common Stock |
||||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock |
||||||||
Basic and diluted net loss per share, non-redeemable common stock |
$ |
( |
) |
$ |
( |
) |
Carrying Value/Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized losses |
Fair Value as of December 31, 2021 |
|||||||||||||
U.S. Money Market |
$ | $ | — | $ | — | $ | ||||||||||
U.S. Treasury Securities |
( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | $ | $ | ( |
) | $ | |||||||||||
|
|
|
|
|
|
|
|
Carrying Value/Amortized Cost |
Gross Unrealized Gains |
T-Bill Maturity |
Gross Unrealized Losses |
Fair Value as of June 30, 2021 |
||||||||||||||||
U.S. Money Market |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||
U.S. Treasury Securities |
$ | ( |
) | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | $ | $ | $ | ( |
) | $ | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption; |
• | if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and |
• | if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. |
Assets |
||||
Cash |
$ | |||
Prepaid expenses |
||||
|
|
|||
Total current assets |
||||
Cash and securities held in Trust Account |
||||
|
|
|||
Total Assets |
$ | |||
|
|
|||
Liabilities and Stockholders’ Equity |
||||
Accounts payable and accrued expenses |
$ | |||
|
|
|||
Total current liabilities |
,388 | |||
Warrant liabilities |
||||
|
|
|||
Total Liabilities |
||||
Commitments |
||||
Common stock subject to possible redemption, |
||||
Stockholders’ Equity: |
||||
Preferred stock, $ |
||||
Common stock, $ |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
|
|
|||
Total stockholders’ equity |
||||
|
|
|||
Total Liabilities and Stockholders’ Equity |
$ | |||
|
|
For the Period from June 24, 2020 (Inception) through December 31, 2020 |
||||
Formation and operating costs |
$ | |||
Loss from operations |
( |
) | ||
Other income |
||||
Change in fair value of warrant liabilities |
||||
Interest income |
||||
Total other income |
||||
Net loss |
$ | ( |
) | |
Basic and Diluted weighted-average redeemable common shares outstanding |
||||
Basic and Diluted net loss per redeemable common share |
$ | ( |
) | |
Basic and Diluted weighted-average non-redeemable common shares outstanding |
||||
Basic and Diluted net loss per non-redeemable common shares |
$ | ( |
) | |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity |
||||||||||||||||||
Common Stock |
||||||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance as of June 24, 2020 (inception) |
$ | $ | $ | $ | ||||||||||||||||
Issuance of common stock to founders |
||||||||||||||||||||
Sale of |
( |
) | ||||||||||||||||||
Forfeiture of |
( |
) | ( |
) | ||||||||||||||||
Sale of |
||||||||||||||||||||
Forfeiture of |
( |
) | ( |
) | ||||||||||||||||
Sale of |
||||||||||||||||||||
Sale of |
||||||||||||||||||||
Sale of |
||||||||||||||||||||
Sale of |
||||||||||||||||||||
Forfeiture of |
( |
) | ( |
) | ||||||||||||||||
Underwriters’ discount |
— | ( |
) | ( |
) | |||||||||||||||
Other offering expenses |
— | ( |
) | ( |
) | |||||||||||||||
Fair value of derivative warrant liabilities issued in private placement (Restated) |
— | ( |
) | ( |
) | |||||||||||||||
Net loss (Restated) |
— | ( |
) | ( |
) | |||||||||||||||
Maximum number of redeemable shares (Restated) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of December 31, 2020 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
For the Period from June 24, 2020 (Inception) Through December 31, 2020 |
||||
Cash flows from operating activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Interest earned on treasury securities held in Trust Account |
( |
) | ||
Change in fair value of warrant liabilities |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accounts payable and accrued expenses |
||||
Net cash used in operating activities |
( |
) | ||
Cash flows from investing activities: |
||||
Investments held in Trust |
( |
) | ||
Net cash used in investing activities |
( |
) | ||
Cash flows from financing activities: |
||||
Proceeds from sale of common stock to initial stockholders |
||||
Proceeds from sale of Units, net of offering costs |
||||
Proceeds from sale of Private Placement Units |
||||
Sale of shares to GW Sponsor 2, LLC |
||||
Proceeds from note payable-related party |
||||
Payment of note payable-related party |
( |
) | ||
Net cash provided by financing activities |
||||
Net change in cash |
||||
Cash, beginning of the period |
||||
Cash, end of period |
$ | |||
Supplemental disclosure of non-cash financing activities: |
||||
Initial value of common stock subject to possible redemption (restated) |
$ | |||
Change in value of common stock subject to possible redemption (restated) |
$ | ( |
) | |
Level 1 — | Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. | |
Level 2 — | Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. | |
Level 3 — | Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Fair Value Measured as of December 31, 2020 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets: |
||||||||||||||||
U.S. Money Market held in Trust Account |
$ | $ |
$ |
$ | ||||||||||||
U.S. Treasury Securities held in Trust Account |
||||||||||||||||
$ |
$ |
$ |
$ |
|||||||||||||
Liabilities: |
||||||||||||||||
Private stock warrant liabilities (Restated) |
$ | $ | $ | $ | ||||||||||||
$ |
$ |
$ |
$ |
|||||||||||||
At Issuance |
As of December 31, 2020 |
|||||||
Exercise price |
$ | $ | ||||||
Stock price |
$ | $ | ||||||
Volatility |
% | % | ||||||
Probability of completing a Business Combination |
% | % | ||||||
Term |
||||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % |
Warrant liabilities at June 24, 2020 (inception) |
$ | |||
Issuance of private warrants |
||||
Change in fair value of warrant liabilities |
( |
) | ||
Warrant liabilities at December 31, 2020 |
$ | |||
For the Period from June 24,2020 (Inception) Through December 31,2020 |
||||
Restated |
||||
Common stock subject to possible redemption |
||||
Numerator: Earnings allocable to Common stock subject to possible redemption |
||||
Income from investments held in Trust Account |
$ | |||
Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes |
( |
) | ||
|
|
|||
Net loss attributable to Common stock subject to possible redemption |
$ |
( |
) | |
|
|
|||
Denominator: Weighted average common stock subject to possible redemption |
||||
Basic and diluted weighted average shares outstanding |
||||
|
|
|||
Basic and diluted net loss per share, common stock subject to possible redemption |
$ |
( |
) | |
|
|
|||
Non-Redeemable Common Stock |
||||
Numerator: Net loss minus amount allocable to redeemable common stock and change in fair value |
||||
Net loss |
$ | ( |
) | |
Less: Net loss allocable to common stock subject to possible redemption |
||||
|
|
|||
Non-redeemable net loss |
$ |
( |
) | |
|
|
|||
Denominator: Weighted Average Non-Redeemable Common Stock |
||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock |
||||
|
|
|||
Basic and diluted net loss per share, non-redeemable common stock |
$ |
( |
) | |
|
|
As of December 31, 2020 |
||||||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||||||
Balance Sheet |
||||||||||||||||
Total assets |
$ | $ | $ | |||||||||||||
|
|
|
|
|
|
|||||||||||
Liabilities, redeemable non-controlling interest andstockholders’ equity |
||||||||||||||||
Total current liabilities |
$ | $ | $ | |||||||||||||
Warrant liabilities |
( |
) | (1)(2) |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Total liabilities |
( |
) | ||||||||||||||
Common stock, $ |
(1)(2) |
|||||||||||||||
Stockholders’ equity | ||||||||||||||||
Preferred stock- $ |
||||||||||||||||
Common stock - $ |
( |
) | (2) |
|||||||||||||
Additional paid-in-capital |
(2) |
|||||||||||||||
Retained earnings (deficit) |
( |
) | (2) |
( |
) | |||||||||||
|
|
|
|
|
|
|||||||||||
Total stockholders’ equity |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Total liabilities and stockholders’ equity |
$ | $ | $ | |||||||||||||
|
|
|
|
|
|
Period From June 24, 2020 (Inception) Through December 31, 2020 |
||||||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||||||
Statement of Operations and Comprehensive Loss |
||||||||||||||||
Loss from operations |
$ |
( |
) |
$ |
— |
$ |
( |
) | ||||||||
Other (expense) income: |
||||||||||||||||
Change in fair value of warrant liabilities |
( |
) |
(2) |
|||||||||||||
Interest income |
||||||||||||||||
Total other (expense) income |
( |
) |
||||||||||||||
Net income (loss) |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||
Basic and diluted weighted-average redeemable common shares outstanding |
||||||||||||||||
Basic and diluted net income (loss) per redeemable common shares |
$ |
( |
) |
$ |
( |
) | ||||||||||
Basic and diluted weighted-average non-redeemable common shares outstanding |
( |
) |
||||||||||||||
Basic and diluted net income (loss) per non-redeemable common shares |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||
Period From June 24, 2020 (Inception) Through December 31, 2020 |
||||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||||
Statement of Cash Flows |
||||||||||||||
Net income (loss) |
$ |
$ |
( |
) |
(2) |
$ |
( |
) | ||||||
Adjustment to reconcile net loss to net cash used in operating activities |
( |
) |
(2) |
( |
) | |||||||||
Net cash used in operating activities |
( |
) |
( |
) | ||||||||||
Net cash used in investing activities |
( |
) |
( |
) | ||||||||||
Net cash provided by financing activities |
||||||||||||||
Net change in cash |
$ |
$ |
$ |
|||||||||||
Supplemental disclosure of non-cash financingactivities: |
||||||||||||||
Initial value of common stock subject to possible redemption |
$ |
$ |
$ |
|||||||||||
(1) |
To reclass public warrants from liabilities to stockholders’ equity. |
(2) |
To adjust the change in warrant liability for the period ended December 31, 2020. |
Carrying Value/Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value as of December 31, 2020 |
|||||||||||||
U.S. Money Market |
$ | $ | $ | $ | ||||||||||||
U.S. Treasury Securities |
( |
) | ||||||||||||||
$ | $ | $ | ( |
) | $ | |||||||||||
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption; |
• | if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and |
• | if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. |
December 31, 2020 |
||||
Deferred tax asset |
||||
Organizational costs/Startup expenses |
$ | |||
Federal net operating loss |
||||
Total deferred tax asset |
||||
Valuation allowance |
( |
) | ||
Deferred tax asset, net of allowance |
$ |
|||
December 31, 2020 |
||||
Federal |
||||
Current |
$ | |||
Deferred |
( |
) | ||
State |
||||
Current |
||||
Deferred |
||||
Change in valuation allowance |
||||
Income tax provision |
$ |
|||
Statutory federal income tax rate |
% | |||
Change in fair value of derivative warrant liabilities |
% | |||
State taxes, net of federal tax benefit |
% | |||
Change in valuation allowance |
( |
)% | ||
Income tax provision |
% | |||
July 31, 2021 |
January 31, 2021 |
|||||||
(Unaudited) |
||||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash |
$ | $ | ||||||
Prepaid expenses |
||||||||
Total current assets |
||||||||
Property and equipment, net |
||||||||
Deferred offering costs |
||||||||
Deferred investment costs |
||||||||
Deposits |
||||||||
Total assets |
$ | $ | ||||||
LIABILITIES AND STOCKHOLDER DEFICIT |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | $ | ||||||
Accounts payable, related party |
||||||||
Accrued legal costs |
||||||||
Accrued expenses |
||||||||
Related party loan |
— | |||||||
Total current liabilities |
||||||||
Total liabilities |
||||||||
Commitments and contingencies (Note 5) |
||||||||
Stockholder deficit |
||||||||
Common stock, $ |
||||||||
Subscription receivable |
( |
) | ||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total stockholder deficit |
( |
) | ( |
) | ||||
Total liabilities and stockholder deficit |
$ | $ | ||||||
For the six months ended July 31, 2021 |
||||
Costs and expenses |
||||
General and administrative |
$ | |||
Depreciation |
||||
Total costs and expenses |
||||
Operating loss |
( |
) | ||
Other expense |
||||
Interest expense |
( |
) | ||
Total other expense |
( |
) | ||
Net loss |
$ | ( |
) | |
Basic and diluted net loss per share |
$ | ( |
) | |
Basic and diluted weighted average number of shares outstanding |
||||
Common Stock |
Total Stockholder Deficit |
|||||||||||||||||||||||
Shares |
Amount |
Subscription Receivable |
Additional Paid- in Capital |
Accumulated Deficit |
||||||||||||||||||||
Balance as of January 31, 2021 |
$ | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | |||||||||||||
Cash received for common stock subscribed |
— | |||||||||||||||||||||||
Net loss |
— | ( |
) | ( |
) | |||||||||||||||||||
Balance as of July 31, 2021 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||
For the six months ended July 31, 2021 |
||||
Cash flows from operating activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Depreciation |
||||
Changes in assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Deposits |
( |
) | ||
Accounts payable |
||||
Accounts payable, related party |
||||
Accrued expenses |
||||
Net cash used in operating activities |
( |
) | ||
Cash flows from financing activities: |
||||
Proceeds from borrowings on related party loan |
||||
Payments for deferred offering costs |
( |
) | ||
Proceeds from the issuance of common stock |
||||
Net cash provided by financing activities |
||||
Net change in cash |
||||
Cash at beginning of period |
— | |||
Cash at end of period |
$ | |||
Supplemental disclosure of noncash investing and financing activities: |
||||
Deferred offering costs included in accrued legal costs |
$ | |||
Deferred investment costs included in accrued legal costs |
$ | |||
Deferred offering costs included in accounts payable |
$ | |||
Deposits on equipment in related party loan |
$ | |||
Property and equipment in accounts payable, related party |
$ |
• | The Company’s existing shareholder will have the greatest voting interest in the combined entity; |
• | The Company has the ability to nominate a majority of the members of the board of directors of the combined entity; |
• | The Company’s senior management will be the senior management of the combined entity; and |
• | The Company’s operations prior to the acquisition comprising the only ongoing operations of GWAC after the consummation of the Business Combination. |
July 31, 2021 |
January 31, 2021 |
|||||||
Computer equipment |
$ | $ | ||||||
Less: accumulated depreciation |
( |
) | ( |
) | ||||
Property and equipment, net |
$ | $ | ||||||
• | Step 1: Identify the contract with the customer |
• | Step 2: Identify the performance obligations in the contract |
• | Step 3: Determine the transaction price |
• | Step 4: Allocate the transaction price to the performance obligations in the contract |
• | Step 5: Recognize revenue when the company satisfies a performance obligation |
• | Variable consideration |
• | Constraining estimates of variable consideration |
• | The existence of a significant financing component in the contract |
• | Noncash consideration |
• | Consideration payable to a customer |
July 31, 2021 |
||||
Luminant Purchase and Sale Agreement collateral (see Note 6) |
$ |
|||
Deposits on equipment |
||||
Other deposits |
||||
Total deposits |
$ |
|||
Date of advance |
Maturity date |
Amount |
||||
$ | ||||||
$ |
||||||
January 31, 2021 |
||||
ASSETS |
||||
Property and equipment, net |
$ | |||
Deferred offering costs |
||||
Total assets |
$ |
|||
LIABILITIES AND STOCKHOLDER DEFICIT |
||||
Current liabilities |
||||
Accounts payable |
$ | |||
Accrued expenses |
||||
Accrued legal costs |
||||
Total current liabilities |
||||
Total liabilities |
||||
Commitments and contingencies (Note 5) |
||||
Stockholder deficit |
||||
Common stock, $ |
||||
Subscription receivable |
( |
) | ||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total stockholder deficit |
( |
) | ||
Total liabilities and stockholder deficit |
$ |
|||
For the period from January 7, 2021 (date of inception) to January 31, 2021 |
||||
Costs and expenses: |
||||
General and administrative |
$ | |||
Depreciation and amortization |
||||
Total costs and expenses |
||||
Operating loss |
( |
) | ||
Net loss |
$ | ( |
) | |
Basic and diluted net loss per share: |
$ | |||
Basic and diluted weighted average number of shares outstanding |
||||
Common Stock |
Subscription Receivable |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholder Deficit |
||||||||||||||||||||
Shares |
Amount |
|||||||||||||||||||||||
Balance as of January 7, 2021 (date of inception) |
$ | $ | $ | $ | $ | |||||||||||||||||||
Subscription receivable |
( |
) | ||||||||||||||||||||||
Net loss |
— | ( |
) | ( |
) | |||||||||||||||||||
Balance as of January 31, 2021 |
$ |
$ |
( |
) |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||
For the period from January 7, 2021 (date of inception) to January 31, 2021 |
||||
Cash flows from operating activities |
||||
Net loss |
$ | ( |
) | |
Depreciation |
||||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Changes in assets and liabilities: |
||||
Accounts payable |
||||
Accrued expenses |
||||
Net cash used in operating activities |
||||
Net change in cash |
||||
Cash at beginning of period |
||||
Cash at end of period |
$ | |||
Supplemental disclosure of noncash financing activities |
||||
Deferred offering costs included in accrued legal costs |
$ | |||
Property and equipment included in accounts payable |
• | Step 1: Identify the contract with the customer |
• | Step 2: Identify the performance obligations in the contract |
• | Step 3: Determine the transaction price |
• | Step 4: Allocate the transaction price to the performance obligations in the contract |
• | Step 5: Recognize revenue when the Company satisfies a performance obligation |
• | Variable consideration |
• | Constraining estimates of variable consideration |
• | The existence of a significant financing component in the contract |
• | Noncash consideration |
• | Consideration payable to a customer |
• | Cipher’s existing shareholders will have the greatest voting interest in the combined entity under the no redemption and maximum redemption scenarios with over |
• | Cipher will have the ability to nominate a majority of the members of the board of directors of the combined entity; |
• | Cipher’s senior management will be the senior management of the combined entity; and |
• | Cipher’s operations prior to the acquisition comprising the only ongoing operations of New Cipher. |
Item 13. |
Other Expenses of Issuance and Distribution. |
SEC registration fee |
$ | 57,876 | ||
Legal fees and expenses |
* | |||
Accounting fees and expenses |
* | |||
Financial printing and miscellaneous expenses |
* | |||
|
|
|||
Total |
* | |||
|
|
* | Except for the SEC registration fee, estimated expenses are not presently known. The foregoing sets forth the general categories of expenses (other than underwriting discounts and commissions) that we anticipate we will incur in connection with the offering of securities under this Registration Statement on Form S-1. To the extent required, any applicable prospectus supplement will set forth the estimated aggregate amount of expenses payable in respect of any offering of securities under the registration statement. |
Item 14. |
Indemnification of Directors and Officers. |
Item 15. |
Recent Sales of Unregistered Securities. |
• | In July 2020, the Registrant issued 4,312,500 shares of common stock (the “Founder Shares”) to I-B Good Works LLC (“Sponsor”) and the Registrant’s officers and directors for an aggregate purchase price of $25,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. In August 2020, certain of the Registrant’s initial stockholders forfeited 1,355,000 Founder Shares and the Anchor Investors purchased 1,355,000 Founder Shares for an aggregate purchase price of approximately $7,855, or approximately $0.006 per share. In October 2020, Sponsor forfeited an aggregate of 562,500 founder shares for no consideration, and GW Sponsor 2, LLC, purchased from the Registrant 562,500 shares for a purchase price of $163,125. In connection with the cancellation of the remainder of the over-allotment option from the Registrant’s initial public offering, the Registrant cancelled an aggregate of 62,500 shares of common stock issued to Sponsor. |
• | On October 22, 2020, the Registrant consummated the private placement of 228,000 units at a price of $10.00 per unit, generating total proceeds of $2,280,000. Each unit consisted of one share of GWAC Common Stock and one-half of one warrant to purchase one share of GWAC Common Stock. Transaction costs amounted to $870,120 consisting of $450,000 in underwriting discounts and commissions and $420,120 for other costs and expenses. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. |
• | On August 27, 2021, the Registrant issued an aggregate of 32,235,000 shares of common stock to certain investors concurrently with the closing of the Registrant’s Business Combination at $10.00 per share for an aggregate purchase price of $322,350,000. The shares of common stock were not registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. Each of the investors represented that it was a “qualified institutional buyer” as defined Rule 144A under the Securities Act or an institutional “accredited investor” within the mean of Rule 501(a) under the Securities Act and that it was not acquiring such shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, and appropriate legends were affixed to the certificates representing such shares (or reflected in restricted book entry with the Registrant’s transfer agent). |
• | On August 27, 2021, the Registrant issued an aggregate of 6,000,000 shares of common stock to Bitfury Holding B.V., a subsidiary of Bitfury Top HoldCo B.V., concurrently with the closing of the Registrant’s Business Combination at $10.00 per share for an aggregate purchase price of $60,000,000. The shares of common stock were not registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The investor represented that it was a “qualified institutional buyer” as defined Rule 144A under the Securities Act or an institutional “accredited investor” within the mean of Rule 501(a) under the Securities Act and that it was not acquiring such shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, and appropriate legends were affixed to the certificates representing such shares (or reflected in restricted book entry with the Registrant’s transfer agent). |
Item 16. |
Exhibits and Financial Statement Schedules. |
(a) | Exhibits. |
|
Incorporated by Reference | |||||||
Exhibit Number |
Description |
Form |
Exhibit |
Filing Date | ||||
2.1* | Agreement and Plan of Merger, dated as of March 4, 2021, by and among Good Works Acquisition Corp., Currency Merger Sub, Inc. and Cipher Mining Technologies Inc. | 8-K |
2.1 | 3/5/2021 |
Incorporated by Reference | ||||||||
Exhibit Number |
Description |
Form |
Exhibit |
Filing Date | ||||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
* | Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). Cipher agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
+ | Indicates a management contract or compensatory plan. |
++ | Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed. |
(b) | Financial Statement Schedules. |
Item 17. |
Undertakings. |
(1) | to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”); |
(ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; |
(3) | to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; |
(4) | that, for the purpose of determining liability under the Securities Act to any purchaser: each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and |
(5) | that, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(a) | any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(b) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(c) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and |
(d) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
CIPHER MINING INC. | ||
By: | /s/ Tyler Page | |
Name: Tyler Page | ||
Title: Chief Executive Officer |
Signature |
Title |
Date | ||
/s/ Tyler Page |
Director, Chief Executive Officer (Principal Executive Officer) |
September 24, 2021 | ||
Tyler Page |
||||
/s/ Edward Farrell |
Chief Financial Officer (Principal Accounting and Financial Officer) |
September 24, 2021 | ||
Edward Farrell |
||||
/s/ Caitlin Long |
Director |
September 24, 2021 | ||
Caitlin Long |
||||
/s/ Holly Morrow Evans |
Director |
September 24, 2021 | ||
Holly Morrow Evans |
||||
/s/ Robert Dykes |
Director |
September 24, 2021 | ||
Robert Dykes |
||||
/s/ James Newsome |
Director |
September 24, 2021 | ||
James Newsome |
||||
/s/ Cary Grossman |
Director |
September 24, 2021 | ||
Cary Grossman |
||||
/s/ Wesley Williams |
Director |
September 24, 2021 | ||
Wesley Williams |