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
					175,804,295
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					175,804,295
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		175,804,295
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		68.4%
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
					175,804,295
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					175,804,295
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		175,804,295
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		68.4%
14	TYPE OF REPORTING PERSON (See Instructions)
		CO

     

Explanatory Note

This Amendment No. 3 (“Amendment No. 3”) 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 and Amendment No. 2 to Schedule 13D filed with the SEC by the Reporting Persons on November 9, 2023 (the “Original Schedule 13D,” and as amended by Amendment No. 3, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Original Schedule 13D.

 

Item 4. Purpose of Transaction.

 

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

 

Distribution of Common Stock to Preferred Equityholders of Bitfury Group Limited

 

On January 24, 2024, the shareholders of the Bitfury Group approved a plan pursuant to which the Bitfury Group is effecting the exit of certain of its preferred equityholders. Pursuant to the plan, the Bitfury Group will (i) transfer, on January 25, 2024, 16,127,092 shares of the Issuer’s Common Stock held by Bitfury Top HoldCo to BGL in an intercompany distribution for no consideration, and then (ii) beginning on the same date, BGL will distribute the 16,127,092 shares of the Issuer’s Common Stock to certain preferred equityholders of BGL in exchange for a reduction in capital and cancellation of share premium of BGL for such holders. The consideration of the capital reduction in exchange for the shares of Common Stock will be valued at the closing price of the Common Stock on the date immediately preceding the effective date of the reduction in capital. Following the transaction, the Bitfury Group no longer beneficially owns the 16,127,092 shares distributed to the former preferred equityholders. The settlement of the distribution is expected to occur on or before February 5, 2024.

General Distribution of Common Stock to Bitfury Group Limited Shareholders

Following a review of its capital allocation priorities and investment strategy, the Bitfury Group has decided to explore the opportunity to distribute approximately 126 million additional shares of the Issuer’s Common Stock to its shareholders for no consideration in the coming weeks. Such distribution would be subject to the prior approval of BGL’s shareholders. If approval is obtained, the Bitfury Group would intend to retain beneficial ownership of approximately 50 million shares of the Issuer’s Common Stock. The foregoing description of the potential general distribution is based on the Bitfury Group’s plans and proposals as of the date hereof, and the Bitfury Group can provide no assurances that the general distribution will occur on the timing currently anticipated or at all.

 

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 January 24, 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, after giving effect to the distribution disclosed above in Item 4—Distribution of Common Stock to Preferred Equityholders of Bitfury Group Limited, and based on 257,057,496 shares of Common Stock outstanding as of December 8, 2023, based on (i) 254,660,072 shares of Common Stock outstanding as of November 6, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q and (ii) the Issuer’s issuance of 2,397,424 shares of Common Stock on December 8, 2023, as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on December 8, 2023:

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				1.9	%			0				4,821,560				0				4,821,560
Bitfury Top HoldCo B.V.			175,804,295				68.4	%			0				175,804,295				0				175,804,295
Bitfury Group Limited			175,804,295				68.4	%			0				175,804,295				0				175,804,295
V3 Holding Limited			175,804,295				68.4	%			0				175,804,295				0				175,804,295
Valerijs Vavilovs			175,804,295				68.4	%			0				175,804,295				0				175,804,295

	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