UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Cautionary Note Regarding Forward-Looking Statements
This Report contains statements that are forward-looking and as such are not historical facts. This includes statements that express Cipher Mining Inc.’s (“Cipher”) opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “might,” “possible,” “potential,” “predicts,” “may,” “could,” “will” or “should” or, in each case, their negative or other variations or comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Report and include statements regarding Cipher Mining’s intentions, beliefs or current expectations concerning, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which Cipher Mining operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting Cipher Mining. Forward-looking statements in this Report and in any document incorporated by reference in this Report may include, for example, statements about:
| • | the ability to maintain the listing of Cipher Common Stock and Cipher Warrants on Nasdaq; |
| • | Cipher’s public securities’ potential liquidity and trading; |
| • | the ability to raise financing in the future; |
| • | Cipher’s success in retaining or recruiting, or changes required in, officers, key employees or directors; |
| • | factors relating to the business, operations and financial performance of Cipher, including: |
| • | expected operational rollout in the initial buildout phase and the second phase, in particular the ability to obtain the necessary hardware and build out the necessary initial sites in Texas and Ohio; |
| • | commercial partnerships and supply agreements; |
| • | the uncertainty of the projected financial information with respect to Cipher; |
| • | the effects of competition and regulation on Cipher’s future 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 COVID-19 pandemic and the disruption caused by various countermeasures to reduce its spread; and |
| • | the value and volatility of Bitcoin and other cryptocurrencies. |
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the other documents filed by Cipher from time to time with the SEC. The forward-looking statements contained in this Report and in any document incorporated by reference are based on current expectations and beliefs concerning future developments and their potential effects on Cipher. There can be no assurance that future developments affecting Cipher will be those that Cipher has anticipated. Cipher undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 29, 2021, Cipher Mining Technologies Inc., a wholly-owned subsidiary of Cipher Mining Inc. (the “Company”) entered into an agreement with Bitfury USA Inc., a subsidiary of Bitfury Top HoldCo B.V. (“Bitfury”), made under and as a part of the Master Services and Supply Agreement between the Company and Bitfury, dated as of August 26, 2021, as filed with the Company’s Current Report on Form 8-K filed with the SEC on August 31, 2021 (the “Agreement”) to purchase a total of 180 units of block box air cooled containers (each a “BBAC”), the modular data centers that house mining machines, which will be delivered in twenty batches between May 2022 and October 2022. Cipher will pay a purchase price of $196,880 per BBAC, with an advance payment of $3,543,840 on or before the third business day following the execution of the Agreement, and additional advance payments due thereafter in accordance with the terms of the Agreement.
The foregoing description of the material terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which is filed as an exhibit to this Current Report on Form 8-K as part of Item 9.01 hereof.
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Purchase Order No. 21-041, dated December 29, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cipher Mining Inc. | ||||||
| Date: January 4, 2022 | By: | /s/ Tyler Page | ||||
| Name: | Tyler Page | |||||
| Title: | Chief Executive Officer | |||||