Explanatory Note
This Amendment No. 2 to Current Report on Form 8-K/A is being filed to amend the Current Report on Form 8-K filed on September 8, 2021 (the “Original Form 8-K”), as amended by Amendment No.1 on Form 8-K/A filed on September 9, 2021 (together with the Original Form 8-K, the “Amended Form 8-K”). The Amended Form 8-K contained a typographical error in the purchase price and, as a result, this Amendment No. 2 is being filed solely to correct that typographical error.
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’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 operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting Cipher. Forward-looking statements in this Report and in any document incorporated by reference in this Report may include, for example, statements about:
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the ability to maintain the listing of Cipher Common Stock and Cipher Warrants on Nasdaq;
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Cipher’s public securities’ potential liquidity and trading;
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the ability to raise financing in the future;
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Cipher’s success in retaining or recruiting, or changes required in, officers, key employees or directors;
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factors relating to the business, operations and financial performance of Cipher, including:
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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;
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commercial partnerships and supply agreements;
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the uncertainty of the projected financial information with respect to Cipher;
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the effects of competition and regulation on Cipher’s future business;
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the effects of price fluctuations in the wholesale and retail power markets;
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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
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the value and volatility of Bitcoin and other cryptocurrencies.
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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 September 2, 2021, Cipher Mining Inc. (the “Company”) entered into a Framework Agreement on Supply of Blockchain Servers (the “Agreement”) with SuperAcme Technology (Hong Kong) Limited (“SuperAcme”) to purchase 60,000 MicroBT M30S, M30S+ and M30S++ miners, which will be delivered in six batches on a monthly basis between July 2022 and year-end 2022.