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EX-99.1 - EXHIBIT 99.1 - Cipher Mining Inc.goodworksacq_ex99-1.htm

 

 

 

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

 

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 17, 2020

 

GOOD WORKS ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

 

DELAWARE   001-39625   85-1614529
(State or Other Jurisdiction of
Incorporation or Organization)
  (Commission File No.)   (I.R.S. Employer
Identification No.)

 

4265 San Felipe, Suite 603

Houston, Texas 77027

(Address of principal executive offices and zip code)

 

(713) 468-2717

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed from 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 (see General Instruction A.2. below):

 

☐     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-14(c)).

 

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. ☒

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  Trading Symbol (s)  Name of each exchange on which registered
Units, each consisting of one share of common stock, $0.001 par value and one-half of one redeemable warrant  GWACU  The NASDAQ Stock Market LLC
Common Stock, par value $.001 per share  GWAC  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  GWACW  The NASDAQ Stock Market LLC

 

 

 

 

 

 

Item 8.01. Other Events.

 

As previously disclosed on a Current Report on Form 8-K dated October 28, 2020, Good Works Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 15,000,000 units (the “Units”) on October 22, 2020. Each Unit consists of one share of common stock of the Company, par value $0.001 per share, and one-half of one redeemable warrant of the Company (“Warrant”), with each Warrant entitling the holder thereof to purchase one share of common stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $150,000,000.

 

As also previously disclosed in the Current Report on Form 8-K dated October 28, 2020, simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) of 228,000 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,280,000.

 

In connection with the IPO, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 2,250,000 additional units to cover over-allotments (the “Over-Allotment Units”), if any. As disclosed in the Current Report on Form 8-K dated October 28, 2020, on October 26, 2020, the underwriters purchased an additional 1,500,000 Over-Allotment Units pursuant to the partial exercise of the Over-Allotment Option. On November 17, 2020, the underwriters purchased an additional 500,000 Over-Allotment Units pursuant to the partial exercise of the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating aggregate additional gross proceeds of $20,000,000 to the Company. On November 17, 2020, the underwriters canceled the remainder of the Over-Allotment Option. In connection with the cancellation of the remainder of the Over-Allotment Option, the Company will cancel an aggregate of 62,500 shares of common stock issued to I-B Good Works LLC, the Company’s sponsor, prior to the IPO and Private Placement.

 

A total of $170,000,000 of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Units) and the Private Placement, were placed in a trust account established for the benefit of the Company’s public shareholders. Included with this report as Exhibit 99.1 is a pro-forma balance sheet reflecting the exercise of the Over-Allotment Option.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Pro Forma Balance Sheet dated October 22, 2020

 

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SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  GOOD WORKS ACQUISITION CORP.
     
  Date: November 23, 2020
     
  By: /s/ Cary Grossman
    Cary Grossman
    President

 

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