As discussed in Note 1, on August 27, 2021, GWAC, Merger Sub and Cipher consummated the Business Combination (the “Closing”), with Cipher surviving the Merger as a wholly-owned subsidiary of Cipher Mining.

At the effective time of the Merger (the “Effective Time”), and subject to the terms and conditions of the Merger Agreement, each share of Cipher common stock was canceled and converted into the right to receive 400,000 shares (the “Exchange Ratio”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”).

Upon the Closing, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 510,000,000 shares, $0.001 par value per share, of which, 500,000,000 shares are designated as Common Stock and 10,000,000 shares are designated as preferred stock (“Preferred Stock”). The holder of each share of Common Stock is entitled to one vote.

In connection with the execution of the Merger Agreement, GWAC also entered into: (i) subscription agreements to sell to certain investors (the “PIPE Investors”), an aggregate of 32,235,000 shares of Common Stock, immediately following the Closing, for a purchase price of $10.00 per share and aggregate gross proceeds of $322.4 million (the “PIPE Financing”) and (ii) a subscription agreement with Bitfury Top HoldCo to sell to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo) an aggregate of 6,000,000 shares of Common Stock following the Closing, for a purchase price of $10.00 per share and Bitfury Top HoldCo’s payment in cash and/or forgiveness of outstanding indebtedness for aggregate gross proceeds of $60.0 million (the “Bitfury Private Placement”), of which $1.7 million was recorded in subscriptions receivable as of September 30, 2021 and was received by the Company in early October 2021.

Upon the consummation of the Business Combination, all holders of Cipher common stock received shares of our Common Stock of $10.00 per share after giving effect to the Exchange Ratio, resulting in 200,000,000 shares of our Common Stock to be immediately issued and outstanding to Bitfury Top HoldCo (in addition to 8,146,119 shares of our Common Stock held by GWAC), 32,235,000 shares of our Common Stock held by the PIPE Investors and 6,000,000 shares of our Common Stock received by Bitfury Holding under the Bitfury Private Placement, based on the following events contemplated by the Merger Agreement:

The following table reconciles the elements of the Business Combination to the unaudited statement of cash flows and the unaudited statement of stockholders’ equity (deficit) for the eight months ended September 30, 2021.


	Recapitalization
Cash - GWAC trust and cash, net of redemptions	$	43,197,478
Cash - PIPE Financing		322,350,000
Cash, subscription receivable and/or debt forgiveness - Bitfury Private Placement		60,000,000
Add: Non-cash net assets assumed from GWAC		433,186
Less: Subscription receivable - Bitfury Private Placement		(1,690,351	)
Less: Fair value of private warrants		(261,060	)
Less: Transaction costs and advisory fees allocated to equity		(40,965,106	)
Net Business Combination		383,064,147
Less: Non-cash net assets assumed from GWAC		(433,186	)
Less: Transaction costs and advisory fees allocated to warrants		(102,432	)
Add: Fair value of private warrants		261,060
Add: Accrued transaction costs and advisor fees		1,063,416
Net cash contributions from Business Combination	$	383,853,005

The Company recorded transaction costs and advisory fees allocated to the Private Placement Warrants as a component of change in fair value of warrant liability in the unaudited statements of operations.

The number of shares of Common Stock issued immediately following the consummation of the Business Combination was as follows:


Common stock of GWAC, net of redemptions			4,345,619
GWAC founder shares			3,572,500
GWAC private placement shares			228,000
Shares issued in PIPE Financing			32,235,000
Shares issued in the Bitfury Private Placement			6,000,000
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock			46,381,119
Cipher common shares issued in Business Combination (1)			200,000,000
Shares outstanding			246,381,119

(1)

The number of Cipher common shares outstanding immediately prior to the Business Combination was 500 shares converted at the Exchange Ratio.