Explanatory Note
This Amendment No. 5 (“Amendment No. 5”) to Schedule 13D relates to shares of common stock, par value $0.001 per share (the “Common Stock”), of
Cipher Mining Inc., a Delaware corporation (the “Issuer”), and amends and supplements the initial statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) by the Reporting Persons on September 23, 2021, as
amended by Amendment No. 1 to Schedule 13D filed with the SEC by the Reporting Persons on April 12, 2022, Amendment No. 2 to Schedule 13D filed with the SEC by the Reporting Persons on November 9, 2023, Amendment No. 3 to Schedule 13D filed with
the SEC by the Reporting Persons on January 24, 2024 and Amendment No. 4 to Schedule 13D filed with the SEC by the Reporting Persons on February 26, 2024 (the “Original Schedule 13D,” and as amended by Amendment No. 4, the “Schedule 13D”).
Capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 4. Purpose of Transaction.
Item of the Schedule 13D is hereby amended and supplemented by adding the following:
In Amendment No. 4 to Schedule 13D filed with the SEC by the Reporting Persons on February 26, 2024, the Reporting Persons disclosed, as part of a general
distribution of shares of Common Stock owned by the Bitfury Group, the planned transfer of approximately 18.5 million shares of Common Stock to an independent special-purpose entity to have been established for the
benefit of certain former and current employees, contractors and advisors of the Bitfury Group (collectively, the “Bitfury Beneficiaries”) who participate in long-term incentive plans maintained by BGL.
Following further consideration, the Bitfury Group has decided to streamline the allocation of the approximately 18.5 million shares of Common
Stock that it beneficially owns and holds in reserve for Bitfury Beneficiaries by dispensing with the use of a special-purpose entity. Accordingly, in lieu of transferring shares to the special-purpose entity, the Bitfury Group now plans to
allocate approximately 18.5 million shares of Common Stock that it beneficially owns into a share reserve for the benefit of the Bitfury Beneficiaries. As of the date of this Amendment No. 5, and subject to the ongoing discretion of Bitfury
Group management, Bitfury expects to sell from time to time approximately 9.2 million shares of Common Stock allocated to the share reserve on the open market, and will proportionally remit cash proceeds from such sales, if any, to certain of
the Bitfury Beneficiaries on a periodic basis. The amount of shares included in the sales, if any, and the price obtained will depend on numerous factors, including the trading volume of the Common Stock and prevailing market conditions. The
Bitfury Group expects to sell these shares strategically, in quantities below 5% of Cipher’s trailing 30-day average daily trading volume on each particular day of the sale.
The other approximately 9.3 million shares of Common Stock included in the share reserve will be allocated for the benefit of the
remaining Bitfury Beneficiaries, and will be transferred or disposed of, in whole or in part, in the discretion of Bitfury Group management in the future.
Item 5. Interest in Securities of the Issuer.
Items 5(a) – (b) of the Schedule 13D are hereby amended and restated to read as follows:
The following sets forth, as of May 16, 2024, the aggregate number of shares of Common Stock of the Issuer and percentage of Common Stock of the
Issuer beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock of the Issuer as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the
vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 310,029,275 shares of Common Stock outstanding as of May 6, 2024, as disclosed in the Issuer’s
Quarterly Report on Form 10-Q filed with the SEC on May 7, 2024:
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Reporting Person
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Amount
beneficially
owned
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Percent
of class
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Sole power
to vote or
to
direct the
vote
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Shared
power to
vote or to
direct the
vote
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Sole power
to dispose
or to direct
the
disposition
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Shared
power to
dispose or to
direct the
disposition
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Bitfury Holding B.V.
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4,821,560
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1.6
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%
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0
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4,821,560
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0
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4,821,560
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Bitfury Top HoldCo B.V.
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68,500,095
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22.1
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%
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0
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68,500,095
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0
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68,500,095
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Bitfury Group Limited
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68,500,095
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22.1
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%
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0
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68,500,095
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0
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68,500,095
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V3 Holding Limited
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118,814,579
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38.3
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%
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0
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118,814,579
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0
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118,814,579
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Valerijs Vavilovs
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118,814,579
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38.3
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%
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0
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118,814,579
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0
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118,814,579
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Bitfury Holding is the record holder of 4,821,560 shares of Common Stock. Bitfury Top
HoldCo is the record holder of 63,678,535 shares of Common Stock and is the sole owner of Bitfury Holding. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding.
V3 is the direct holder of 50,314,484 shares of Common Stock. Valerijs Vavilovs is the sole owner of V3, which is the majority owner of BGL. BGL is the sole owner of Bitfury Top
HoldCo. As a result of the foregoing relationships, each of Mr. Vavilovs, V3 and BGL may be deemed to share beneficial ownership of the Common Stock beneficially owned by Bitfury Top Holdco, and Mr. Vavilovs is deemed to share beneficial
ownership of the Common Stock beneficially owned by V3.
Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
None.
Item 7. Materials to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
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Exhibit
Number
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Description
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Joint Filing Agreement, dated as of May 16, 2024
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement
is true, complete and correct.