UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): August 23, 2023 |
CIPHER MINING INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-39625 | 85-1614529 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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1 Vanderbilt Avenue Floor 54 Suite C | |
New York, New York | | 10017 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (332) 262-2300 |
(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 of 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:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Common Stock, par value $0.001 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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 a Material Definitive Agreement.
In connection with the settlement of a legal proceeding with Luminant ET Services Company LLC (“Luminant”), on August 23, 2023, Cipher Mining Inc. (the “Company”), through Cipher Mining Technologies Inc. ("CMTI"), entered into (i) a Fourth Amendment to the Power Purchase Agreement (the “Amended PPA”) with Luminant, which amended the Power Purchase Agreement, dated June 23, 2021, which was subsequently amended on July 9, 2021, February 28, 2022, and August 26, 2022 (the “Original Agreement”), for the supply of electric power to the Company’s data center in Odessa, Texas (the “Odessa Facility”) and (ii) a Second Amendment to the Lease Agreement (the "Amended Lease") with an affiliate of Luminant, which amended the Lease Agreement dated June 29, 2021, which was subsequently amended on July 9, 2021, for a lease of the plot of land for the Odessa Facility.
The Amended PPA reduces the notice requirements that CMTI must satisfy in connection with changes to its energy consumption at the Odessa Facility, from two hours’ notice under the Original Agreement to, at most, ten minutes’ notice, under the Amended PPA.
The Amended Lease provides that the initial term of the agreement shall last until July 2027.
The foregoing descriptions of the Amended PPA and the Amended Lease are qualified in their entirety by reference to the full text of the agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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.
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| | | Cipher Mining Inc. |
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Date: | August 29, 2023 | By: | /s/ Tyler Page |
| | | Tyler Page
Chief Executive Officer |
