SEC Form SC 13D/A filed by Cipher Mining Inc. (Amendment)

     

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
					-0-
			8	SHARED VOTING POWER
					191,931,387
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					191,931,387
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		191,931,387
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		75.4%
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
					-0-
			8	SHARED VOTING POWER
					191,931,387
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					191,931,387
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		191,931,387
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		75.4%
14	TYPE OF REPORTING PERSON (See Instructions)
		CO

     

Explanatory Note

This Amendment No. 2 (“Amendment No. 2”) 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 (the “Original Schedule 13D,” and as amended by Amendment No. 2, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Original Schedule 13D.

 

Item 1. Purpose of Transaction.

 

Item 1 of the Schedule 13D is hereby amended and restated to read as follows:

 

This statement on Schedule 13D (the “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”) whose principal executive offices are located at 1 Vanderbilt Avenue, Floor 54, Suite C, New York, New York 10017, United States of America.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

 

Sale of Common Stock

 

Bitfury Top HoldCo sold 10,000,000 shares of the Issuer’s Common Stock on November 9, 2023 at a price of $2.95 per share in a placement arranged by a placement agent engaged by Bitfury Top HoldCo. No sale was made to any related parties. The sale was conducted pursuant to the resale prospectus supplement dated June 1, 2023 to the Issuer’s effective registration statement on Form S-3 (Reg. No. 333-271641). In connection with the sale, Bitfury Top HoldCo agreed to a 60-day lock-up period with respect to shares of the Issuer’s Common Stock it beneficially owns.

 

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 November 9, 2023, 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 254,660,072 shares of Common Stock outstanding as of November 6, 2023:

 

Bitfury Holding is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo is the record holder of 187,109,827 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.

 

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.

 

Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:

 

During the 60-day period immediately preceding the filing date of this Amendment No. 2, Bitfury Top HoldCo sold 10,000,000 shares of Common Stock on November 9, 2023 at a price of $2.95 per share in a placement arranged by a placement agent engaged by Bitfury Top HoldCo. No sale was made to any related parties.

	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