Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
14 Maio 2021 - 8:04AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 14, 2021
GOOD
WORKS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware
|
|
001-39126
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85-1614529
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(State or other jurisdiction
of
incorporation or organization)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification Number)
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4265
San Felipe, Suite 603
Houston,
Texas 77027
(Address
of principal executive offices)
(713)
468-2717
Registrant’s
telephone number, including area code
Not
Applicable
(Former
name or former address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following
provisions:
|
☒
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class
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|
Trading Symbol(s)
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Name
of each exchange on
which registered
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Common
Stock, par value $.001 per share
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GWAC
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The
NASDAQ Stock Market LLC
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Warrants,
each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share
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GWACW
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The
NASDAQ Stock Market LLC
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Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities
Exchange Act of 1934.
Emerging growth
company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01.
Other Events.
On May 14, 2021,
Cipher Mining Technologies Inc., which is party to an agreement to combine with the Company, issued a press release announcing the filing
of a registration statement on Form S-4, which contains a preliminary proxy statement/prospectus, in connection with its previously announced
merger with the Company. While the Registration Statement has not yet become effective and the information contained therein is subject
to change, it provides important information about Cipher Mining Technologies Inc., the Company and the proposed business combination.
A copy of that press release is attached hereto as Exhibit 99.1
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
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.
Dated: May 14,
2021
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GOOD WORKS ACQUISITION CORP.
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By:
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/s/
Fred Zeidman
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Name:
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Fred Zeidman
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Title:
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Chief Executive
Officer and
Co-Chairman
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2
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