GWACU Good Works Acquisition Corp

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): August 30, 2021 (August 27, 2021)

222 Purchase Street, Suite #290

Rye, New York 10580

(Address of principal executive offices)

(914) 370-8006

(Registrant’s telephone number, including area code)

Good Works Acquisition Corp.

4265 San Felipe, Suite 603

Houston, Texas 77027

(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:

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.  ☐

INTRODUCTORY NOTE

Merger Transaction

As previously announced, Good Works Acquisition Corp. (“Good Works” or “GWAC” and, after the Business Combination as defined below, “Cipher Mining”), a Delaware corporation, previously entered into an Agreement and Plan of Merger, dated as of March 4, 2021 (the “Merger Agreement”), by and among Good Works, Currency Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of Good Works (“Merger Sub”) and Cipher Mining Technologies Inc., a Delaware corporation (“Old Cipher”).

As previously reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 25, 2021, Good Works held a special meeting, at which its shareholders voted to approve the proposals outlined in the final prospectus and definitive proxy statement dated August 2, 2021 and filed with the SEC (the “Proxy Statement/Prospectus”), including, among other things, the adoption of the Merger Agreement. On August 27, 2021, as contemplated by the Merger Agreement and described in the section titled “Proposal No. 1 - The Business Combination Proposal” beginning on page 112 of the Proxy Statement/Prospectus, Merger Sub merged with and into Old Cipher, the separate corporate existence of Merger Sub ceasing and Old Cipher being the surviving corporation and a wholly owned subsidiary of Cipher Mining (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). In connection with the Business Combination, Good Works filed a second amended and restated certificate of incorporation and changed its name to “Cipher Mining Inc.”

As a result of and upon the consummation of the Business Combination (the “Closing”), among other things: (i) each issued and outstanding ordinary share of common stock, par value $0.001 per share, of Good Works (the “GWAC Common Stock”) was converted, on a one-for-one basis, into a duly authorized, validly issued, fully paid and nonassessable share of Cipher Mining common stock, par value $0.001 per share (the “Cipher Mining Common Stock”); (ii) each issued and outstanding whole warrant to purchase ordinary shares of Good Works (the “GWAC Warrant”) automatically converted into a warrant to acquire one share of Cipher Mining Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the GWAC Warrant Agreement (as defined in the Proxy Statement/Prospectus); and (iii) each issued and outstanding share of common stock of Old Cipher, par value $0.001 per share (“Old Cipher Common Stock”) was converted into 400,000 shares of Cipher Mining Common Stock.

The foregoing description of the Business Combination does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Redemptions, PIPE Investment and the Bitfury Private Placement

As previously reported on the Current Report on Form 8-K filed with the SEC on March 5, 2021, concurrently with the execution of the Merger Agreement, Good Works entered into subscription agreements (the “Subscription Agreements”) with:

On August 27, 2021, Good Works and Bitfury Top HoldCo amended the Bitfury Subscription Agreement (the “Amended and Restated Bitfury Subscription Agreement”). Pursuant to the Amended and Restated Bitfury Subscription Agreement, 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

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Top HoldCo) an additional 1,000,000 shares of Cipher Mining Common Stock at a purchase price of $10.00 per share (the “Additional Shares”) for an aggregate purchase price for the Additional Shares of $10,000,000 (the “Additional Purchase Price”), so that Bitfury Top HoldCo’s aggregate subscription under the private placement is 6,000,000 shares of Cipher Mining Common Stock, for an aggregate of $60,000,000 (the “Bitfury Private Placement”).

Under the Amended and Restated Bitfury Subscription Agreement, the Additional Purchase Price is due fourteen (14) days after the Closing. Upon delivery of the Additional Purchase Price, Cipher Mining shall issue and sell to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo) the Additional Shares. The Additional Shares are not subject to any lock-up restrictions.

The PIPE Financing and the Bitfury Private Placement were consummated substantially concurrently with the Closing, except for the issuance and sale of the Additional Shares, which is expected within fourteen (14) days after the Closing.

In connection with the Business Combination, holders of 12,654,381 shares of GWAC Common Stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.00 per share, for an aggregate redemption amount of $126,543,810.

After accounting for the redemptions by holders of GWAC Common Stock, the PIPE Financing and the Bitfury Private Placement, the Minimum Cash Condition, as set out in the Merger Agreement, could not be satisfied. Old Cipher agreed to waive the Minimum Cash Condition under the Merger Agreement so that the Minimum Cash Condition would be deemed satisfied so long as the Closing Acquiror Cash (as defined in the Merger Agreement) equals to, or is in excess of, $391 million.

Immediately after giving effect to the redemption of 12,654,381 shares of GWAC Common Stock in connection with the Business Combination, the PIPE Investment and the Bitfury Private Placement, there were 8,823,619 shares of GWAC Common Stock (consisting of GWAC public shares, GWAC founder shares and GWAC private placement shares) and 8,614,000 GWAC Warrants outstanding. Upon the consummation of the Business Combination, GWAC Common Stock and GWAC Warrants ceased trading on the NASDAQ Stock Exchange (the “NASDAQ”), and Cipher Mining Common Stock and Cipher Mining Warrants began trading on August 30, 2021 on the NASDAQ under the symbols “CIFR” and “CIFRW,” respectively.

After giving effect to the redemption of 12,654,381 shares of GWAC Common Stock in connection with the Business Combination, the Business Combination, the PIPE Investment and the Bitfury Private Placement (including the issuance and sale of the Additional Shares), there are 247,058,619 shares of Cipher Mining Common Stock and 8,614,000 GWAC Warrants outstanding.

After giving effect to the redemption of 12,654,381 shares of GWAC Common Stock in connection with the Business Combination, the Business Combination, the PIPE Investment and the Bitfury Private Placement (including the issuance and sale of the Additional Shares): (i) Bitfury Top HoldCo, including through the Bitfury Private Placement, owns, collectively, approximately 83.4% of the outstanding Cipher Mining Common Stock; (ii) GWAC’s public stockholders (other than the PIPE Investors) own approximately 1.8% of the outstanding Cipher Mining Common Stock; (iii) the PIPE Investors (for the avoidance of doubt, excluding Bitfury Top HoldCo) own approximately 13.0% of the outstanding Cipher Mining Common Stock; (iv) I-B Goodworks LLC (the “Sponsor”) (and its affiliates) owns approximately 1.7% of the outstanding Cipher Mining Common Stock, and (v) the Private Placement Shareholders own approximately 0.1% of the outstanding Cipher Mining Common Stock, in each case, excluding the impact of the shares of GWAC Warrants.

Terms used but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the Proxy Statement/Prospectus and such definitions are incorporated herein by reference.

Amended and Restated Registration Rights Agreement

On August 26, 2021, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, Good Works, the Sponsor, Good Works’ directors, Bitfury Top HoldCo and the Private Placement Shareholders, entered into the Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”). The material terms of the Registration Rights Agreement are described in the section of the Proxy Statement/Prospectus beginning on page 123 titled “Related Agreements—Registration Rights Agreement.” Such description is qualified in its entirety by the text of the Registration Rights Agreement, which is included as Exhibit 10.2 to this Report and is incorporated herein by reference.

Lock-up Agreements

On August 26, 2021, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, Good Works and Bitfury Top HoldCo entered into the Company Lock-Up Agreement (as defined in the Merger Agreement) and Good Works and each of the Sponsor and each Private Placement Shareholder entered into the Sponsor Lock-Up Agreement (as defined in the Merger Agreement) (together with the Company Lock-Up Agreement, the “Lock-Up Agreements”). The material terms of the Lock-Up Agreements are described in the section of the Proxy Statement/Prospectus beginning on page 125 titled “Related Agreements—Company Lock-Up Agreement” and “Related Agreements—Sponsor Lock-Up Agreement.” Such description is qualified in its entirety by the text of the Company Lock-Up Agreement and the Sponsor Lock-Up Agreement, which are included as Exhibits 10.3 and 10.4, respectively, to this Report and is incorporated herein by reference.

Indemnification Agreements

On August 27, 2021, Cipher Mining entered into indemnification agreements with its directors and executive officers, which provide for indemnification and advancements by Cipher Mining of certain expenses and costs under certain circumstances. The material terms of the indemnification agreements are described in the section of the Proxy Statement/Prospectus beginning on page 226 titled “Description of Securities—Limitations on Liability and Indemnification of Officers and Directors.” Such description is incorporated by reference in this Report and is qualified in its entirety by the text of the form of indemnification agreement, which is included as Exhibit 10.5 to this Report and is incorporated herein by reference.

On August 26, 2021, Old Cipher entered into indemnification agreements with its directors and executive officers, which provide for indemnification and advancements by Old Cipher of certain expenses and costs under certain circumstances. The material terms of the indemnification agreements are described in the section of the Proxy Statement/Prospectus beginning on page 226 titled “Description of Securities—Limitations on Liability and Indemnification of Officers and Directors.” Such description is incorporated by reference in this Report and is qualified in its entirety by the text of the form of indemnification agreement, which is included as Exhibit 10.6 to this Report and is incorporated herein by reference.

Amended and Restated Bitfury Subscription Agreement

On August 27, 2021, Good Works and Bitfury Top HoldCo entered into the Amended and Restated Bitfury Subscription Agreement, pursuant to which Bitfury Top HoldCo agreed to subscribe for 1,000,000 Additional Shares, such that Bitfury Top HoldCo’s aggregate subscription under the Bitfury Private Placement is for 6,000,000 shares of Cipher Mining Common Stock for an aggregate of cash and/or forgiveness of outstanding indebtedness owed by Old Cipher to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo) of $60,000,000. The Additional Shares are not subject to any lock-up restrictions. Such description is qualified in its entirety by the text of the Amended and Restated Bitfury Subscription Agreement, which is included as Exhibit 10.7 to this Report and is incorporated herein by reference.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K provides that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as Good Works was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Business Combination, and as discussed below in Item 5.06 of this Report, Cipher Mining has ceased to be a shell company. Accordingly, Cipher Mining is providing the information below that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

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’s 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 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 Mining 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 Mining. There can be no assurance that future developments affecting Cipher Mining will be those that Cipher Mining has anticipated. Cipher Mining 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.

Business

Cipher Mining’s business is described in the Proxy Statement/Prospectus in the section titled “Information About Cipher” beginning on page 179, which is incorporated herein by reference.

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Risk Factors

The risks associated with Cipher’s business are described in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 49 and are incorporated herein by reference. A summary of the risks associated with Cipher’s business is also included on pages 38-39 of the Proxy Statement/Prospectus under the heading “Risk Factors” and are incorporated herein by reference.

Financial Information

The financial information of Old Cipher as of January 31, 2021 and for the period from January 7, 2021 (inception) through January 31, 2021 and as of and for the three months ended April 30, 2021 is described in the Proxy Statement/Prospectus in the sections titled “Cipher’s Summary Historical Financial Information” and “Cipher’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 43 and 198 thereof, respectively, and is incorporated herein by reference.

The financial information of Good Works as of December 31, 2020 and for the period from July 24, 2020 (inception) through December 31, 2020 and as of and for the three months ended March 31, 2021 is described in the Proxy Statement/Prospectus in the sections titled “GWAC’s Summary Historical Financial Information” and “GWAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 40 and 179 thereof, respectively, and is incorporated herein by reference.

The financial information of Good Works as of and for the six months ended June 30, 2021 is described in Good Works’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 (the “Good Works Q2 10-Q”) and filed with the SEC on August 10, 2021, and is incorporated herein by reference.

The unaudited pro forma condensed combined financial information of Good Works and Old Cipher as of June 30, 2021 and for the year ended December 31, 2020 and the six months ended June 30, 2021 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Reference is made to the disclosure contained in the Proxy Statement/Prospectus beginning on page 198 in the section titled “Cipher’s Management’s Discussion and Analysis of Financial Condition and Results of Operation,” which is incorporated herein by reference.

Properties

Cipher Mining’s facilities are described in the Proxy Statement/Prospectus in the section titled “Information Cipher” beginning on page 179 and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information known to Cipher Mining regarding the beneficial ownership of Cipher Mining Common Stock immediately following consummation of the Business Combination by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, Cipher Mining believes that each person listed below has sole voting and investment power with respect to such shares.

The beneficial ownership of Cipher Mining Common Stock is based on 247,058,619 shares of Cipher Mining Common Stock issued and outstanding immediately following consummation of the Business Combination, including the redemption of the public shares as described above, the consummation of the PIPE Investment and the Bitfury Private Placement (including the issuance and sale of the Additional Shares). References to “common stock” in the table below and its related footnotes are to the Cipher Mining Common Stock.

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Directors and Executive Officers

Cipher Mining’s directors and executive officers upon the Closing are described in the Proxy Statement/Prospectus in the section titled “Management of New Cipher Following the Business Combination” beginning on page 204 thereof and that information is incorporated herein by reference.

Directors

The following persons constitute Cipher Mining’s Board effective upon the Closing: Tyler Page, Cary Grossman, Caitlin Long, James Newsome, Wesley (Bo) Williams, Holly Morrow Evans and Robert Dykes.

Caitlin Long and Robert Dykes were appointed to serve as Class I directors, with terms expiring at Cipher Mining’s first annual meeting of stockholders following the Closing; Holly Morrow Evans, James Newsome and Wesley Williams were appointed to serve as Class II directors, with terms expiring at Cipher Mining’s second annual meeting of stockholders following the Closing; and Tyler Page and Cary Grossman were appointed to serve as Class III directors, with terms expiring at Cipher Mining’s third annual meeting of stockholders following the Closing. Biographical information for these individuals is set forth in the Proxy Statement/Prospectus in the section titled “Management of New Cipher Following the Business Combination” beginning on page 204, which is incorporated herein by reference.

Committees of the Board of Directors

The standing committees of Cipher Mining’s Board consist of an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”) and a nominating and corporate governance committee (the “Nominating Committee”). Each of the committees reports to the Board.

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The Board appointed Cary Grossman, Wesley Williams and Robert Dykes to serve on the Audit Committee, with Robert Dykes serving as the chair. The Board appointed Holly Morrow Evans, Wesley Williams and Cary Grossman to serve on the Compensation Committee, with Cary Grossman serving as the chair. The Board appointed Caitlin Long, Holly Morrow Evans and Robert Dykes to serve on the Nominating Committee.

Biographical information for these individuals is set forth in the Proxy Statement/Prospectus in the section titled “Management of New Cipher Following the Business Combination” beginning on page 204, which is incorporated herein by reference.

Executive Compensation

Executive Compensation

The executive compensation of Cipher Mining’s named executive officers and directors is described in the Proxy Statement/Prospectus in the section titled “Post-Closing Executive Officer and Director Compensation” on page 211, thereof and that information is incorporated herein by reference.

Compensation Committee Interlocks and Insider Participation

None of Cipher Mining’s executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on Cipher Mining’s Board.

Certain Relationships and Related Person Transactions, and Director Independence

Certain Relationships and Related Person Transactions

Certain relationships and related person transactions are described in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Person Transactions” beginning on page 247 thereof and are incorporated herein by reference.

Directors Independence

Under NASDAQ rules, independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of NASDAQ require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees be independent. Under the rules of NASDAQ, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that each of the directors on the Board, except for Tyler Page, qualify as independent directors as defined under the applicable NASDAQ and SEC rules.

Legal Proceedings

Reference is made to the disclosure regarding legal proceedings in the section of the Proxy Statement/Prospectus titled “Information About Cipher—Legal Proceedings” beginning on page 197, which is incorporated herein by reference.

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Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Market Information and Dividends

On August 30, 2021, the Cipher Mining Common Stock and Cipher Mining Warrants began trading on NASDAQ under the new trading symbols of “CIFR” and “CIFRW”, respectively, in lieu of the shares and warrants of Good Works. Cipher Mining has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future.

Holders of Record

Following the completion of the Business Combination, including the redemption of public shares as described above, the consummation of the PIPE Investment and the Bitfury Private Placement, Cipher Mining has 247,058,619 shares of Cipher Mining Common Stock outstanding that were held of record by approximately 12 holders, 8,599 non-objecting beneficial holders, and no shares of preferred stock outstanding.

Securities Authorized for Issuance Under Incentive Award Plan

Reference is made to the disclosure described in the Proxy Statement/Prospectus in the section titled “Proposal No. 3—The Incentive Plan Proposal” beginning on page 142 thereof, which is incorporated herein by reference. The Incentive Award Plan and the material terms thereunder, including the authorization of the initial share reserve thereunder, were approved by the stockholders of Good Works at the Special Meeting.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth under Item 3.02 of this Report, which is incorporated herein by reference.

Description of Registrant’s Securities to be Registered

The Cipher Mining Common Stock and the Cipher Mining Warrants are described in the Proxy Statement/Prospectus in the section titled “Description of Securities” beginning on page 222 thereof and that information is incorporated herein by reference.

Reference is made to the disclosure set forth in Item 3.03 of this Report relating to Cipher Mining’s certificate of incorporation and bylaws and that information is incorporated herein by reference.

Indemnification of Directors and Officers

The indemnification of Cipher Mining’s directors and officers is described in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Person Transactions—Cipher’s Related Party Transactions—Director and Officer Indemnification” beginning on page 247 thereof and that information is incorporated herein by reference.

Financial Statements and Supplementary Data

The information set forth under Item 9.01 of this Report is incorporated herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Financial Statements and Exhibits

The information set forth under Item 9.01 of this Report is incorporated herein by reference.

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