false 0001819989 0001819989 2022-08-26 2022-08-26 0001819989 us-gaap:CommonStockMember 2022-08-26 2022-08-26 0001819989 us-gaap:WarrantMember 2022-08-26 2022-08-26

 

 

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 26, 2022

 

 

CIPHER MINING INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39625   85-1614529

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

   (IRS Employer
Identification Number)

1 Vanderbilt Avenue

Floor 54, Suite C

New York, New York 10017

(Address of principal executive offices)

(332) 262 2300

(Registrant’s telephone number, including area code)

N/A

(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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, par value $.001 per share   CIFR   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share   CIFRW   The Nasdaq Stock Market LLC

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 1.01.

Entry into Material Definite Agreement.

On August 26, 2022, Cipher Mining Inc. (the “Company”), through Cipher Mining Technologies Inc., entered into a Third Amendment to Power Purchase Agreement (the “Amended Agreement”) with Luminant ET Services Company LLC (“Luminant”), which amended that certain Power Purchase Agreement, dated June 23, 2021, which was subsequently amended on July 9, 2021 and February 28, 2022, with Luminant (the “Original Agreement”), for the supply of electric power to the Company’s planned data site in Odessa, Texas (“Odessa”).

The Amended Agreement provides that on or before September 10, 2022, Luminant will pay Cipher $5.056 million in cash as consideration for a modification to the ramp up schedule, as described in the Amended Agreement. In addition, Luminant releases its lien on certain Cipher property at Odessa and the Company provides a parent guaranty up to $45 million.

The foregoing description of the material terms of the Amended 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 Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

   

Description

10.1    Third Amendment to the Power Purchase Agreement, dated August 26, 2022, by and between Luminant ET Services Company LLC and Cipher Mining Technologies Inc.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 1, 2022     By:  

/s/ Tyler Page

    Name:   Tyler Page
    Title:   Chief Executive Officer
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