8-K
Cipher Digital Inc. (CIFR)
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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): November 4, 2022
CIPHER MINING INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39625 | 85-1614529 |
|---|---|---|
| (State or other jurisdiction of<br> <br>incorporation or organization) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification Number) |
1 Vanderbilt Avenue
Floor 54, Suite C
New York, New York 10017
(Address of principal executive offices)
(914) 370-8006
(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<br> <br>Symbol(s) | Name of each exchange<br> <br>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 November 4, 2022, through its subsidiary, Cipher Mining Technologies Inc., Cipher Mining Inc. (the “Company”) entered into a Supplementary Agreement of the Framework Agreement on Supply of Blockchain Servers (the “Supplementary Agreement”) with SuperAcme Technology (Hong Kong) Limited (“SuperAcme”), which supplements that certain Amended and Restated Framework Agreement on Supply of Blockchain Services (the “Amended Agreement”), dated May 6, 2022, and that certain Framework Agreement on Supply of Blockchain Servers (the “Original Agreement”), dated September 2, 2021.
The Supplementary Agreement establishes new fixed and floating price terms for remaining purchases of M30S, M30S+ and M30S++ miners and the Company will not be obligated to send any further money to SuperAcme. In connection with the Amended Agreement, SuperAcme has delivered 17,833 miners to date, at an aggregate value of $53,610,946.00 and the Company has paid aggregate advance payments of $101,818,600.00. The remaining balance of $48,207,654.00 will be applied to the purchase of miners under the new fixed and floating price terms set forth in the Supplementary Agreement.
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<br> <br>Number | Description |
|---|---|
| 10.1 | Supplementary Agreement of the Framework Agreement on Supply of Blockchain Servers, dated November 4, 2022 |
| 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: November 7, 2022 | By: | /s/ Tyler Page |
| Name: | Tyler Page | |
| Title: | Chief Executive Officer |
EX-10.1
Exhibit 10.1
Supplementary Agreement on Contract
No.SFA-20210901-M30-101
This Supplementary agreement (this “Agreement”) is made and entered into on November 4, 2022 (the “Effective Date”) by and among:
Super Acme Technology (Hong Kong) Limited (company No. of 2676338), a business company incorporated under the laws of Hong Kong and having its registered office at FLAT/RM A 12/F KIU FU COMM BLDG 300 LOCKHART RD WAN CHAI HONGKONG (“the Seller” or “Party A” ); and
Cipher Mining Technologies Inc., a Delaware corporation and having its address at One Vanderbilt Avenue, Floor 54, Suite C, New York, NY, 10017 United States of America (“Buyer” or “Party B”).
Whereas, Party A and Party B are parties to the Framework Agreement on Supply of Blockchain Servers, Agreement No.: SFA-20210901-M30-101 (the “Framework Agreement”): on September 2, 2021, and the “Amended and Restated Framework Agreement on Supply of Blockchain Servers, Agreement No. SFA-20210901-M30-101dated as of May 6, 2022 (the “Amended and Restated Framework Agreement”); and
Wherease, the server model, performance parameters and prices set forth in the Amended and Restated Framework Agreement are as follows:
| Model | Hash Rate<br>(TH/s) | Power on Wall<br>(w/T) | Fixed Price | Quantity | Subtotal Based on<br>Fixed Price | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Deposit for supply with fixed price | M30S | ++ | 110 | ±5% | 31 | ±5% | 4,782.40 | 18000 | 86,083,200.00 | ||||||
| M30S | + | 100 | ±5% | 34 | ±5% | 3,790.00 | 6000 | 22,740,000.00 | |||||||
| M30S | 88 | ±5% | 38 | ±5% | 2,904.00 | 6000 | 17,424,000.00 | ||||||||
| Fixed price in Total | 30000 | 126,247,200.00 | |||||||||||||
| Model | Hash Rate<br>(TH/s) | Power on Wall<br>(w/T) | Average Of Max. Price<br>and Min. Price | Quantity | Subtotal Based on<br>Average Price | ||||||||||
| M30S | ++ | 110 | ±5% | 31 | ±5% | 4,978.40 | 18000 | 89,611,200.00 | |||||||
| Deposit for supply with floating price | M30S | + | 100 | ±5% | 34 | ±5% | 3,945.00 | 6000 | 23,670,000.00 | ||||||
| M30S | 88 | ±5% | 38 | ±5% | 3,014.00 | 6000 | 18,084,000.00 | ||||||||
| Floating Price in Total | 30000 | 131,365,200.00 | |||||||||||||
| In Total | 60000 | 257,612,400.00 |
Whereas, based on negotiation and mutual agreement, Party A and Party B reach the following agreement, which shall be executed by both parties:
| 1. | As of September 17, 2022, Party A has delivered 17,833 units from July to August 2022, including 7,361<br>units with fixed price and 10,472 units with floating price. The delivery details are given as below: | ||||
|---|---|---|---|---|---|
| Model | Hash Rate | Power Efficiency | Quantity | UNIT PRICE/(USD) | AMOUNT/USD |
| --- | --- | --- | --- | --- | --- |
| M30S | 84 | 38 | 82 | US$2,772.00 | US$227,304.00 |
| M30S | 86 | 38 | 247 | US$2,838.00 | US$700,986.00 |
| M30S | 88 | 38 | 972 | US$2,904.00 | US$2,822,688.00 |
| M30S | 90 | 38 | 609 | US$2,970.00 | US$1,808,730.00 |
| M30S | 92 | 38 | 55 | US$3,036.00 | US$166,980.00 |
| M30S+ | 94 | 34 | 2 | US$3,562.60 | US$7,125.20 |
| M30S+ | 96 | 34 | 75 | US$3,638.40 | US$272,880.00 |
| M30S+ | 98 | 34 | 85 | US$3,714.20 | US$315,707.00 |
| M30S+ | 100 | 32 | 13 | US$3,790.00 | US$49,270.00 |
| M30S+ | 100 | 34 | 819 | US$3,790.00 | US$3,104,010.00 |
| M30S+ | 102 | 34 | 991 | US$3,865.80 | US$3,831,007.80 |
| M30S++ | 104 | 31 | 26 | US$4,440.80 | US$115,460.80 |
| M30S++ | 106 | 31 | 2300 | US$4,526.20 | US$10,410,260.00 |
| M30S++ | 108 | 31 | 1067 | US$4,611.60 | US$4,920,577.20 |
| M30S++ | 110 | 31 | 18 | US$4,697.00 | US$84,546.00 |
| M30S | 86 | 38 | 151 | US$1,591.00 | US$240,241.00 |
| Total fixed price: | 7361 | US$28,837,532.00 | |||
| M30S | 88 | 38 | 960 | US$1,628.00 | US$1,562,880.00 |
| --- | --- | --- | --- | --- | --- |
| M30S | 90 | 38 | 845 | US$1,665.00 | US$1,406,925.00 |
| M30S | 92 | 38 | 27 | US$1,702.00 | US$45,954.00 |
| M30S+ | 98 | 34 | 161 | US$2,136.40 | US$343,960.40 |
| M30S+ | 100 | 34 | 1000 | US$2,180.00 | US$2,180,000.00 |
| M30S+ | 102 | 34 | 926 | US$2,223.60 | US$2,059,053.60 |
| M30S++ | 98 | 31 | 3 | US$2,469.60 | US$7,408.80 |
| M30S++ | 100 | 31 | 239 | US$2,520.00 | US$602,280.00 |
| M30S++ | 100 | 32 | 6 | US$2,520.00 | US$15,120.00 |
| M30S++ | 102 | 31 | 943 | US$2,570.40 | US$2,423,887.20 |
| M30S++ | 102 | 32 | 3 | US$2,570.40 | US$7,711.20 |
| M30S++ | 104 | 31 | 2446 | US$2,620.80 | US$6,410,476.80 |
| M30S++ | 104 | 32 | 6 | US$2,620.80 | US$15,724.80 |
| M30S++ | 106 | 31 | 1012 | US$2,671.20 | US$2,703,254.40 |
| M30S++ | 106 | 32 | 36 | US$2,671.20 | US$96,163.20 |
| M30S++ | 108 | 31 | 1621 | US$2,721.60 | US$4,411,713.60 |
| M30S++ | 108 | 32 | 10 | US$2,721.60 | US$27,216.00 |
| M30S++ | 110 | 31 | 77 | US$2,772.00 | US$213,444.00 |
| Total floating price: | 10472 | Floating price total: | US$24,773,414.00 | ||
| In total: | 17833 | In total: | US$53,610,946.00 | ||
| 2. | As of September 15, 2022, Party B has paid USD 101,818,600.00, including USD 59,104,480.00 for fixed<br>payment and USD 42,714,120.00 for floating payment. | ||||
| --- | --- | ||||
| Total Payment for fixed portion | US$ | 59,104,480.00 | |||
| --- | --- | --- | |||
| Total Amounts Shipped | US$ | 28,837,532.00 | |||
| Total Amount Left for fixed Portion | US$ | 30,266,948.00 | |||
| Total Payment for Floating Portion | US$ | 42,714,120.00 | |||
| Total Amount shipped for floating Portion | US$ | 24,773,414.00 | |||
| Total Amount left for Floating Portion | US$ | 17,940,706.00 |
The remaining amount USD 48,207,654.00 (calculated as USD 101,818,600.00 minus USD 53,610,946.00) will be used for the purchase of M30S++/M30S+/M30S with the new price as set forth below and Buyer will not be obligated to send any further money to Seller.
| Model | fixed (/TH) | Floating (/TH) |
|---|---|---|
| M30S | ||
| M30S+ | ||
| M30S++ |
All values are in US Dollars.
Both parties agree that the subsequent delivery of machines shall be carried out according to the remaining total balance amount USD 30,266,948.00 in fixed price and USD 17,940,706.00 in floating price, the specific delivery model and quantity can be mutually agreed by both parties. The final deliveries shall occur no later than December 15, 2022. After the final deliveries of machines has been completed, Seller will not be obligated to deliver any further machines .
| 3. | This Agreement is the last supplementary agreement of the Framework Agreement SFA-20210901-M30-101. No matter how the changes in the market environment and relevant policies in the future, both parties agree that no further modification will be<br>made to the Framework Agreement SFA-20210901-M30-101 until the execution is completed. |
|---|---|
| 4. | This Agreement is a supplementary agreement to the Framework Agreement No. SFA-20210901-M30-101 and the Amended and Restated Framework Agreement and an integral part of the Framework Agreement and the Amended and Restated Framework Agreement.<br> |
| --- | --- |
| 5. | This agreement shall become effective after being signed by all parties. |
| --- | --- |
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IN WITNESS WHEREOF, the Parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.
The Seller: Super Acme Technology (Hong Kong)Limited
(seal)
/s/ Jianbing Chen
Authorized representative: Jianbing Chen, COO
Date: 11/3/2022
The Buyer: Cipher Mining Technologies Inc.
/s/ Tyler Page
Authorized representative: Tyler Page
Date: 11/3/2022