Filing Details
- Accession Number:
- 0001123292-24-000176
- Form Type:
- 13D Filing
- Publication Date:
- 2024-06-12 20:00:00
- Filed By:
- Bitfury Top Holdco B.v.
- Company:
- Cipher Mining Inc.
- Filing Date:
- 2024-06-13
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Bitfury Holding B.V | 0 | 4,821,560 | 0 | 4,821,560 | 4,821,560 | 1.6% |
| Bitfury Top HoldCo B.V | 0 | 64,481,725 | 0 | 64,481,725 | 64,481,725 | 20.8% |
| Bitfury Group Limited | 0 | 64,481,725 | 0 | 64,481,725 | 64,481,725 | 20.8% |
| V3 Holding Limited | 0 | 114,796,209 | 0 | 114,796,209 | 114,796,209 | 37.0% |
| Valerijs Vavilovs | 0 | 114,796,209 | 0 | 114,796,209 | 114,796,209 | 37.0% |
Filing
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
| |
| SCHEDULE 13D |
| Under the Securities Exchange Act of 1934 (Amendment No. 6)* |
| |
| Cipher Mining Inc. |
| (Name of Issuer) |
| |
| Common Stock |
| (Title of Class of Securities) |
| |
| 17253J106 |
| (CUSIP Number) |
| |
| Stijn Ehren
Strawinskylaan 3051 1077ZX Amsterdam, the Netherlands +31 6 29 94 48 88 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication) |
| |
June 11, 2024 (Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note. Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 17253J106 | | SCHEDULE 13D |
| 1 | NAMES OF REPORTING PERSONS | | ||||
| | | | | |||
| | | Bitfury Holding B.V. | | |||
| | | | | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | ||||
| | | | (b) ☐ | |||
| | | | | |||
| 3 | SEC USE ONLY | |||||
| | | |||||
| 4 | SOURCE OF FUNDS (See Instructions) | | ||||
| | | | ||||
| | | OO | | |||
| | | | | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ☐ | ||||
| | | | | |||
| | | | | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | ||||
| | | | | |||
| | The Netherlands | | ||||
| | | | | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |||
| | | | ||||
| | | -0- | | |||
| | | | ||||
| 8 | SHARED VOTING POWER | | ||||
| | | | ||||
| | | 4,821,560 | | |||
| | | | ||||
| 9 | SOLE DISPOSITIVE POWER | | ||||
| | | | ||||
| | | -0- | | |||
| | | | ||||
| 10 | SHARED DISPOSITIVE POWER | | ||||
| | | | ||||
| | | 4,821,560 | | |||
| | | | | | | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | ||||
| | | | ||||
| | | 4,821,560 | | |||
| | | | ||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | ||||
| | | | ||||
| | | | | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | ||||
| | | | ||||
| | | 1.6% | | |||
| | | | ||||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | | ||||
| | | | ||||
| | | CO | | |||
| | | | ||||
| CUSIP No. 17253J106 | | SCHEDULE 13D |
| 1 | NAMES OF REPORTING PERSONS | | ||||
| | | | | |||
| | | Bitfury Top HoldCo B.V. | | |||
| | | | | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | ||||
| | | | (b) ☐ | |||
| | | | | |||
| 3 | SEC USE ONLY | |||||
| | | |||||
| 4 | SOURCE OF FUNDS (See Instructions) | | ||||
| | | | ||||
| | | OO | | |||
| | | | | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ☐ | ||||
| | | | | |||
| | | | | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | ||||
| | | | | |||
| | The Netherlands | | ||||
| | | | | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |||
| | | | ||||
| | | | | |||
| | | | ||||
| 8 | SHARED VOTING POWER | | ||||
| | | | ||||
| | | 64,481,725 | | |||
| | | | ||||
| 9 | SOLE DISPOSITIVE POWER | | ||||
| | | | ||||
| | | -0- | | |||
| | | | ||||
| 10 | SHARED DISPOSITIVE POWER | | ||||
| | | | ||||
| | | 64,481,725 | | |||
| | | | | | | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | ||||
| | | | ||||
| | | 64,481,725 | | |||
| | | | ||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | ||||
| | | | ||||
| | | | | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | ||||
| | | | ||||
| | | 20.8% | | |||
| | | | ||||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | | ||||
| | | | ||||
| | | CO | | |||
| | | | ||||
| CUSIP No. 17253J106 | | SCHEDULE 13D |
| 1 | NAMES OF REPORTING PERSONS | | ||||
| | | | | |||
| | | Bitfury Group Limited | | |||
| | | | | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | ||||
| | | | (b) ☐ | |||
| | | | | |||
| 3 | SEC USE ONLY | |||||
| | | |||||
| 4 | SOURCE OF FUNDS (See Instructions) | | ||||
| | | | ||||
| | | OO | | |||
| | | | | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ☐ | ||||
| | | | | |||
| | | | | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | ||||
| | | | | |||
| | England and Wales | | ||||
| | | | | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |||
| | | | ||||
| | | | | |||
| | | | ||||
| 8 | SHARED VOTING POWER | | ||||
| | | | ||||
| | | 64,481,725 | | |||
| | | | ||||
| 9 | SOLE DISPOSITIVE POWER | | ||||
| | | | ||||
| | | -0- | | |||
| | | | ||||
| 10 | SHARED DISPOSITIVE POWER | | ||||
| | | | ||||
| | | 64,481,725 | | |||
| | | | | | | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | ||||
| | | | ||||
| | | 64,481,725 | | |||
| | | | ||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | ||||
| | | | ||||
| | | | | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | ||||
| | | | ||||
| | | 20.8% | | |||
| | | | ||||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | | ||||
| | | | ||||
| | | CO | | |||
| | | | ||||
| CUSIP No. 17253J106 | | SCHEDULE 13D |
| 1 | NAMES OF REPORTING PERSONS | | ||||
| | | | | |||
| | | V3 Holding Limited | | |||
| | | | | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | ||||
| | | | (b) ☐ | |||
| | | | | |||
| 3 | SEC USE ONLY | |||||
| | | |||||
| 4 | SOURCE OF FUNDS (See Instructions) | | ||||
| | | | ||||
| | | OO | | |||
| | | | | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ☐ | ||||
| | | | | |||
| | | | | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | ||||
| | | | | |||
| | Cayman Islands | | ||||
| | | | | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |||
| | | | ||||
| | | | | |||
| | | | ||||
| 8 | SHARED VOTING POWER | | ||||
| | | | ||||
| | | 114,796,209 | | |||
| | | | ||||
| 9 | SOLE DISPOSITIVE POWER | | ||||
| | | | ||||
| | | -0- | | |||
| | | | ||||
| 10 | SHARED DISPOSITIVE POWER | | ||||
| | | | ||||
| | | 114,796,209 | | |||
| | | | | | | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | ||||
| | | | ||||
| | | 114,796,209 | | |||
| | | | ||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | ||||
| | | | ||||
| | | | | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | ||||
| | | | ||||
| | | 37.0% | | |||
| | | | ||||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | | ||||
| | | | ||||
| | | CO | | |||
| | | | ||||
| CUSIP No. 17253J106 | | SCHEDULE 13D |
| 1 | NAMES OF REPORTING PERSONS | | ||||
| | | | | |||
| | | Valerijs Vavilovs | | |||
| | | | | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | ||||
| | | | (b) ☐ | |||
| | | | | |||
| 3 | SEC USE ONLY | |||||
| | | |||||
| 4 | SOURCE OF FUNDS (See Instructions) | | ||||
| | | | ||||
| | | OO | | |||
| | | | | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ☐ | ||||
| | | | | |||
| | | | | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | ||||
| | | | | |||
| | Georgia | | ||||
| | | | | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |||
| | | | ||||
| | | | | |||
| | | | ||||
| 8 | SHARED VOTING POWER | | ||||
| | | | ||||
| | | 114,796,209 | | |||
| | | | ||||
| 9 | SOLE DISPOSITIVE POWER | | ||||
| | | | ||||
| | | -0- | | |||
| | | | ||||
| 10 | SHARED DISPOSITIVE POWER | | ||||
| | | | ||||
| | | 114,796,209 | | |||
| | | | | | | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | ||||
| | | | ||||
| | | 114,796,209 | | |||
| | | | ||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | ||||
| | | | ||||
| | | | | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | ||||
| | | | ||||
| | | 37.0% | | |||
| | | | ||||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | | ||||
| | | | ||||
| | | IN | | |||
| | | | ||||
| CUSIP No. 17253J106 | | SCHEDULE 13D |
Explanatory Note
This Amendment No. 6 (“Amendment No. 6”) 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, Amendment No. 4 to Schedule 13D filed with the SEC by the Reporting Persons on February 26, 2024 and Amendment
No. 5 to Schedule 13D filed with the SEC by the Reporting Persons on May 16, 2024 (the “Original Schedule 13D,” and as amended by Amendment No. 6, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 6 shall have the
same meanings ascribed to them in the Original Schedule 13D.
This Amendment No. 6 is being filed to report that from May 24, 2024 through June 13, 2024, Bitfury TopHoldCo sold an aggregate of
4,018,370 shares of Common Stock in the open market.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
As of June 13, 2024, the Bitfury Group has sold approximately 4.0 million shares out of the approximately 9.2 million shares allocated for sale from the
share reserve established on behalf of the Bitfury Beneficiaries.
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 June 13, 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:
| Reporting Person | | Amount beneficially owned | | | Percent of class | | | 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 | | | Shared power to dispose or to direct the disposition | | ||||||
| Bitfury Holding B.V. | | | 4,821,560 | | | | 1.6 | % | | | 0 | | | | 4,821,560 | | | | 0 | | | | 4,821,560 | |
| Bitfury Top HoldCo B.V. | | | 64,481,725 | | | | 20.8 | % | | | 0 | | | | 64,481,725 | | | | 0 | | | | 64,481,725 | |
| Bitfury Group Limited | | | 64,481,725 | | | | 20.8 | % | | | 0 | | | | 64,481,725 | | | | 0 | | | | 64,481,725 | |
| V3 Holding Limited | | | 114,796,209 | | | | 37.0 | % | | | 0 | | | | 114,796,209 | | | | 0 | | | | 114,796,209 | |
| Valerijs Vavilovs | | | 114,796,209 | | | | 37.0 | % | | | 0 | | | | 114,796,209 | | | | 0 | | | | 114,796,209 | |
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:
As disclosed in Item 4 hereto, the Reporting Persons have engaged in the following open market sales subsequent to the filing of
Amendment No. 5 to Schedule 13D filed with the SEC by the Reporting Persons on May 16, 2024. All sales were made by Bitfury Top HoldCo.
| Date | Number of Shares Sold | Price Per Share | Price Range Per Share |
| May 24, 2024 | 294,811 | $4.08 | $4.04 to $4.195 |
| May 28, 2024 | 296,357 | $3.99 | $3.92 to $4.14 |
| May 29, 2024 | 300,552 | $3.85 | $3.77 to $3.94 |
| May 30, 2024 | 298,778 | $3.73 | $3.65 to $3.86 |
| May 31, 2024 | 303,006 | $3.69 | $3.58 to $3.85 |
| June 3, 2024 | 308,973 | $3.72 | $3.63 to $3.88 |
| June 4, 2024 | 302,841 | $3.77 | $3.59 to $3.95 |
| June 5, 2024 | 299,953 | $3.91 | $3.75 to $4.045 |
| June 6, 2024 | 298,950 | $4.16 | $4.05 to $4.35 |
| June 10, 2024 | 319,747 | $4.21 | $3.99 to $4.39 |
| June 11, 2024 | 308,506 | $4.07 | $3.95 to $4.20 |
| June 12, 2024 | 336,377 | $4.58 | $4.32 to $4.74 |
| June 13, 2024 | 349,519 | $4.95 | $4.64 to $5.11 |
Item 7. Materials to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
| Exhibit Number | | Description |
| | Joint Filing Agreement, dated as of June 13, 2024 | |
| SIGNATURE |
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.
Dates: June 13, 2024
| | BITFURY HOLDING B.V. | |
| | | |
| | By: | /s/ Stijn Ehren |
| | Name: | Stijn Ehren |
| | Title: | Managing Director |
| | | |
| | BITFURY TOP HOLDCO B.V. | |
| | | |
| | By: | /s/ Stijn Ehren |
| | Name: | Stijn Ehren |
| | Title: | Managing Director |
| | | |
| | BITFURY GROUP LIMITED | |
| | | |
| | By: | /s/ Valerijs Vavilovs |
| | Name: | Valerijs Vavilovs |
| | Title: | Director |
| | | |
| | V3 HOLDING LIMITED | |
| | | |
| | By: | /s/ Valerijs Vavilovs |
| | Name: | Valerijs Vavilovs |
| | Title: | Director |
| | | |
| | VALERIJS VAVILOVS | |
| | | |
| | By: | /s/ Valerijs Vavilovs |
| | Name: | Valerijs Vavilovs |
| | ||
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of
the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 13th day of
June, 2024.
| | BITFURY HOLDING B.V. | |
| | | |
| | By: | /s/ Stijn Ehren |
| | Name: | Stijn Ehren |
| | Title: | Managing Director |
| | | |
| | BITFURY TOP HOLDCO B.V. | |
| | | |
| | By: | /s/ Stijn Ehren |
| | Name: | Stijn Ehren |
| | Title: | Managing Director |
| | | |
| | BITFURY GROUP LIMITED | |
| | | |
| | By: | /s/ Valerijs Vavilovs |
| | Name: | Valerijs Vavilovs |
| | Title: | Director |
| | | |
| | V3 HOLDING LIMITED | |
| | | |
| | By: | /s/ Valerijs Vavilovs |
| | Name: | Valerijs Vavilovs |
| | Title: | Director |
| | | |
| | VALERIJS VAVILOVS | |
| | | |
| | By: | /s/ Valerijs Vavilovs |
| | Name: | Valerijs Vavilovs |
| | ||