Cipher Mining Technologies Inc. entered into a definitive agreement to acquire Good Works Acquisition Corp. (NasdaqCM:GWAC) for $2 billion in a reverse merger transaction on March 4, 2021. Approximately 200 million shares of GWAC common stock are expected to be issued to Cipher Mining shareholders in connection with the business combination. Cipher Mining shareholders will become the majority owners of the combined company at closing with approximately 77.66% ownership in the pro forma company while GWAC's public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 6.44%. The PIPE investors, including Bitfury, will own approximately 14.2%, the Sponsor (and its affiliates) will own approximately 0.29% and the Private Placement shareholders will own approximately 1.41% of the outstanding stock in the pro forma company, in each case, on a fully diluted net exercise basis. Upon closing, Cipher Mining's common stock and warrants are expected to begin trading on NASDAQ under the ticker symbols "CIFR" and "CIFRW", respectively. As part of the transaction, Good Works will receive 1 of 7 Board seats. The New Cipher Board will be divided into three classes, with each Class I director having a term that expires immediately following New Cipher's annual meeting of stockholders in 2022, each Class II director having a term that expires immediately following New Cipher's annual meeting of stockholders in 2023 and each Class III director having a term that expires immediately following New Cipher's annual meeting of stockholders in 2024, or, in each case, until their respective successor is duly elected and qualified, or until their earlier resignation, removal or death. Caitlin Long and Robert Dykes will serve as the Class I directors, Holly Morrow Evans, James Newsome and Wesley Williams will serve as Class II directors and Tyler Page and Cary Grossman will serve as Class III directors.

The proposed transaction will be subject to approval by Good Works' stockholders and satisfaction, or the waiver of the closing conditions identified in the agreement and plan of merger; antitrust approval; offer completion; and registration statement being declared effective, the New Cipher Common Stock to be issued in connection with the Business Combination shall have been approved for listing on Nasdaq, the aggregate cash proceeds from GWAC's trust account, together with the proceeds from the PIPE Financing and the Bitfury Private Placement, equaling no less than $400 million and GWAC's total outstanding Indebtedness shall be less than $25 million, Cipher must have received the executed counterparts to all of the Ancillary Agreements and certain directors and executive officers of GWAC shall have been removed from their respective positions or tendered their irrevocable resignations. Both the Board of Directors and shareholders of Cipher Mining have unanimously approved the proposed transaction. The Board of Directors of GWAC has also unanimously approved the proposed transaction and recommends that its stockholders vote for the business combination. Cash from the transaction, net of transaction fees, will be used to fund the planned build out of the mining facilities of the resulting company. As of August 3, 2021, the U.S. Securities and Exchange Commission has declared effective the registration statement on Form S-4 of Good Works. The shareholders of Good Works approved the transaction on August 25, 2021. The transaction is anticipated to close in second quarter of 2021. As per filing on August 25, 2021, the transaction is expected to close on August 26, 2021. J.P. Morgan Securities LLC acted as exclusive financial advisor, I-Bankers Securities, Inc. acted as financial advisor and Ralph De Martino of Schiff Hardin LLP acted as legal advisor to Good Works. Wells Fargo Securities, LLC acted as lead financial advisor; and J. David Stewart, Ryan Maierson, Yoseph Choi, Christian McDermott, Pardis Zomorodi and Bradd Williamson of Latham & Watkins LLP and Latham & Watkins (London) LLP acted as legal advisors to Cipher Mining. Francis Wolf and Celeste Gonzalez of Continental Stock Transfer & Trust Company acted as transfer agents; and Morrow Sodali LLC acted as information agent to GWAC. Marcum LLP provided auditor's report on financials of Good Works and Cipher Mining. GWAC will pay Morrow Sodali a fee of $25,000 plus disbursements. Such payment will be made from non-trust account funds. GWAC agreed to pay I-Bankers, a deferred fee of 4.5% of the gross proceeds of GWAC's IPO, including the proceeds from the partial exercise of the over-allotment option, or $7,650,000 for its services in connection with business combination. Mayer Brown LLP acted as a legal advisor to J.P. Morgan Securities LLC on this transaction.

Cipher Mining Technologies Inc. completed the acquisition of Good Works Acquisition Corp. (NasdaqCM:GWAC) on August 27, 2021. Following the merger, the combined company is named Cipher Mining Inc. Beginning on Monday, August 30, 2021, Cipher Mining's ordinary shares and warrants will trade on Nasdaq under the ticker symbols “CIFR” and “CIFRW”, respectively. Cipher Mining's experienced management team will be led by Chief Executive Officer Tyler Page. The Board of Directors of Cipher Mining (the “Board”) is composed of James “Jim” Newsome (Chair), Cary Grossman, Caitlin Long, Wesley “Bo” Williams, Holly Morrow Evans, Robert Dykes and Tyler Page.