Cipher Mining Technologies Inc. (“Cipher Mining” or the
“Company”), a newly formed U.S.-based Bitcoin mining company, today
announced the appointment of William Iwaschuk as Chief Legal
Officer. Mr. Iwaschuk will lead Cipher Mining’s legal operations,
including regulatory compliance, government relations and related
matters. He joins Cipher Mining’s executive management team,
further bolstering its extensive leadership expertise across
traditional finance, energy, asset management and technology
domains.
Mr. Iwaschuk brings close to 20 years of experience providing
effective legal, compliance and business counsel in a broad range
of highly-regulated financial services settings. He brings a depth
of expertise that will advance Cipher Mining’s business objectives,
build relationships with key stakeholders and represent the
Company’s policy and regulatory positions. As a member of the
Cipher Mining executive management team, Mr. Iwaschuk will assist
in navigating shifting industry dynamics and a developing
regulatory environment by providing the strategic, legal and
regulatory experience and know-how needed to thrive in a rapidly
evolving cryptocurrency sector.
“Will’s proven expertise and understanding of new products and
an evolving financial services industry across asset classes make
him an ideal match for our growing company,” said Tyler Page,
Cipher Mining’s Chief Executive Officer. “His long history of
success shows he is someone who can transform complex ideas into
business realities, and we look forward to having his help in
building and scaling our business.”
Mr. Iwaschuk added, “I am excited to become a part of Cipher
Mining’s leadership and to help the Company realize its objective
of becoming the U.S.-based Bitcoin mining champion. This is a
talented team, and I look forward to helping ensure we are
well-positioned to provide the vital infrastructure required for
the Bitcoin network to flourish.”
Mr. Iwaschuk joins Cipher Mining from Tower Research Capital LLC
(“Tower”), where he was the General Counsel and Secretary. At
Tower, Mr. Iwaschuk supervised a global team of legal and
compliance professionals, and managed the firm’s legal, regulatory
and compliance matters. He was a member of the firm’s management
committee and a founding member of its governance board.
Prior to Tower, Mr. Iwaschuk was a partner at Morgan, Lewis
& Bockius LLP, where he advised financial services clients on
broker-dealer, Dodd Frank Act and trading practices matters. Before
that, he was a Vice President and Associate General Counsel at
Goldman Sachs & Co. He began his career as an associate at
Davis Polk & Wardwell LLP.
Mr. Iwaschuk has been a member of a variety of industry trade
groups, and a presenter at ISDA and PLI conferences. He also serves
as a Board Member of Futures and Options, a non-profit career
development and internship program for underserved New York City
youth. Mr. Iwaschuk received his law degree and his bachelor’s
degree from The University of British Columbia.
About Cipher
Cipher will be established as an industrial-scale Bitcoin mining
company dedicated to expanding and strengthening the Bitcoin
network’s critical infrastructure. Our goal is to be the leading
Bitcoin mining company in the United States. We expect that the
operations at our four initial planned data centers in Ohio and
Texas will enable the Bitcoin network to continue to operate and
flourish. Through our business model, Cipher expects to operate
powerful computers that mine Bitcoin and validate transactions on
the Bitcoin network. We believe Cipher will leverage our
best-in-class technology, market-leading power purchase
arrangements, and a seasoned, dedicated senior management team to
become the market leader in Bitcoin mining. Cipher Mining
Technologies Inc. announced on March 5, 2021 that it had entered
into a definitive agreement for a business combination with Good
Works Acquisition Corp. (Nasdaq: GWAC) (“Good Works”), a U.S.
publicly-traded special purpose acquisition company. Upon the
closing of that transaction, the combined company will be named
Cipher Mining Inc. (“Cipher” or the “Company”) and is expected to
be listed on the Nasdaq under the new ticker symbol “CIFR”.
About Good Works
Good Works is a blank check company organized for the purpose of
effecting a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization, or other similar
business combination with one or more businesses or entities. The
Good Works name reflects the fact that its management and directors
donated half of their founder shares to charitable organizations in
light of the impact that COVID-19 has had on the ability of
non-profits to generate contributions and revenues. The Company’s
management team consists of Messrs. Fred Zeidman, CEO and
Co-Chairman, Douglas Wurth, Co-Chairman, and Cary Grossman,
President. I-B Good Works, LLC, an affiliate of I-Bankers
Securities is the sponsor of Good Works. Good Works is a
publicly-traded special purpose acquisition company, or SPAC, with
approximately $170 million in trust. Management of Good Works has
deep experience in private equity investing, corporate finance and
executive level management in a number of industries. In addition,
they have experience in Bitcoin mining through involvement in a
Power Hosting Company and have extensive experience in SPAC mergers
and board governance of public and private companies.
Forward Looking Statements
This document contains certain forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed business combination between Good Works Acquisition Corp.
(“Good Works”) and Cipher Mining Technologies Inc. (“Cipher”),
including statements regarding the benefits of the proposed
business combination, the anticipated timing of the proposed
business combination, the services offered by Cipher and the
markets in which Cipher operates, business strategies, debt levels,
industry environment, potential growth opportunities, the effects
of regulations and Good Works’ or Cipher’s projected future
results. These forward-looking statements generally are identified
by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “forecast,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” and similar expressions
(including the negative versions of such words or expressions).
Forward-looking statements are predictions, projections and
other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
document, including but not limited to: (i) the risk that the
proposed business combination may not be completed in a timely
manner or at all, which may adversely affect the price of Good
Works’ securities; (ii) the risk that the proposed business
combination may not be completed by Good Works’ business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by Good
Works; (iii) the failure to satisfy the conditions to the
consummation of the proposed business combination, including the
approval of the proposed business combination by the stockholders
of Good Works, the satisfaction of the minimum trust account amount
following redemptions by Good Works’ public stockholders and the
receipt of certain governmental and regulatory approvals; (iv) the
effect of the announcement or pendency of the proposed business
combination on Cipher’s business relationships, performance, and
business generally; (v) risks that the proposed business
combination disrupts current plans of Cipher and potential
difficulties in Cipher employee retention as a result of the
proposed business combination; (vi) the outcome of any legal
proceedings that may be instituted against Good Works or Cipher
related to the agreement and plan of merger or the proposed
business combination; (vii) the ability to maintain the listing of
Good Works’ securities on the NASDAQ; (viii) the price of Good
Works’ securities, including volatility resulting from changes in
the competitive and highly regulated industries in which Cipher
plans to operate, variations in performance across competitors,
changes in laws and regulations affecting Cipher’s business and
changes in the combined capital structure; and (ix) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed business combination, and identify
and realize additional opportunities. The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in Good
Works final proxy statement/information statement/prospectus
contained in the Form S-4 registration statement described below,
including those under “Risk Factors” therein, Quarterly Reports on
Form 10-Q and other documents filed by Good Works from time to time
with the U.S. Securities and Exchange Commission (the “SEC”). These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and Good Works and Cipher assume no obligation and,
except as required by law, do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither Good Works nor Cipher gives
any assurance that either Good Works or Cipher will achieve its
expectations.
Additional Information and Where to Find It
This document relates to a proposed business combination between
Good Works and Cipher. This document does not constitute an offer
to sell or exchange, or the solicitation of an offer to buy or
exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Good Works intends to
file a registration statement on Form S-4 that will include a proxy
statement of Good Works, an information statement of Cipher and a
prospectus of Good Works. The proxy statement/information
statement/prospectus will be sent to all Good Works and Cipher
stockholders as of a record date to be established for voting on
the proposed business combination and the other matters to be voted
upon at a meeting of Good Works’ stockholders to be held to approve
the proposed business combination and other matters (the
“Special Meeting”). Good Works may
also file other documents regarding the proposed business
combination with the SEC. The definitive proxy
statement/information statement/prospectus will contain important
information about the proposed business combination and the other
matters to be voted upon at the Special Meeting and is not intended
to provide the basis for any investment decision or any other
decision in respect of such matters. Before making any voting
decision, investors and security holders of Good Works and Cipher
are urged to read the registration statement, the proxy
statement/information statement/prospectus and all other relevant
documents filed or that will be filed with the SEC in connection
with the proposed business combination as they become available
because they will contain important information about the proposed
business combination.
Investors and security holders will be able to obtain free
copies of the proxy statement/information statement/prospectus and
all other relevant documents filed or that will be filed with the
SEC by Good Works through the website maintained by the SEC at
www.sec.gov, or by directing a request to Good Works Acquisition
Corp., 4265 San Felipe, Suite 603, Houston, TX 77027, attention:
Cary Grossman or by contacting Morrow Sodali LLC, Good Works’s
proxy solicitor, for help, toll-free at (800) 662-5200 (banks and
brokers can call collect at (203) 658-9400) or may contact Morrow
Sodali LLC via email to GWAC.info@investor.morrowsodali.com.
Participants in Solicitation
Good Works and Cipher and their respective directors and
officers may be deemed to be participants in the solicitation of
proxies from Good Works’ stockholders in connection with the
proposed business combination. Information about Good Works’
directors and executive officers and their ownership of Good Works’
securities is set forth in Good Works’ filings with the SEC.
Additional information regarding the interests of those persons and
other persons who may be deemed participants in the proposed
business combination may be obtained by reading the proxy
statement/information statement/prospectus regarding the proposed
business combination when it becomes available. You may obtain free
copies of these documents as described in the preceding
paragraph.
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version on businesswire.com: https://www.businesswire.com/news/home/20210318005584/en/
Investor Contact: Mark Roberts Blueshirt Capital Advisors
investors@ciphermining.com
Media Contact: Ryan Dicovitsky / Kendal Till Dukas Linden
Public Relations 908-907-7703 CipherMining@DLPR.com
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