GOOD WORKS ACQUISITION CORP.

This summary is drawn from the cover page and cautionary note of the report; the financial statements are not covered here.

This is $810.0 million of secured debt raised at the subsidiary level against a single asset, the Stingray data centre, with Cipher Stingray LLC as guarantor, so the claim sits structurally ahead of the parent's equity on that project. The 6.000% coupon and the 99.750% issue price fix the cost, and the 2031 maturity sets the refinancing date. Note that part of the proceeds, approximately $61.5 million, flows back to the parent as reimbursement of earlier equity contributions rather than into construction, which reduces the parent's capital at risk in the facility.

The entire 200,000,000-share block goes to a single holder: Bitfury Top HoldCo, the shareholder of Cipher Mining Technologies Inc. That is the whole merger consideration in one name, against a warrant layer of only 8,614,000 shares — 8,500,000 GWAC Public Warrants and 114,000 Private Placement Warrants underlying 228,000 private placement units issued at $10.00 per unit. A Good Works holder who does not redeem ends up alongside a controlling counterparty rather than a dispersed target shareholder base.

All 200,000,000 registered shares go to a single holder — Bitfury Top HoldCo, the shareholder of Cipher — so the combined company's register is concentrated from the moment of closing. The warrant stack is small beside it: 8,500,000 public warrants and only 114,000 private placement warrants, the latter underlying 228,000 private placement units issued at $10.00 per unit. The $9.89 and $1.73 are Nasdaq Capital Market high-low averages on May 11, 2021, used only to compute the fee.

All 200,000,000 registered shares go to a single holder: Bitfury Top HoldCo, described as the shareholder of Cipher Mining Technologies Inc. The combination therefore hands one counterparty a block many times the size of the SPAC's own warrant stack of 8,500,000 public warrants and 114,000 private placement warrants, the latter underlying 228,000 private placement units issued at $10.00 per unit alongside the initial public offering. The $9.89 and $1.73 are market averages used only to compute the fee.

All 200,000,000 consideration shares go to a single holder — the filing calls it the Cipher Stockholder, singular — so the post-closing register is concentrated rather than dispersed. The 8,614,000 warrants are 8,500,000 public warrants and only 114,000 private placement warrants, the latter underlying 228,000 private placement units sold at $10.00 per unit alongside the IPO, and they are exercisable at $11.50. For fee purposes the shares are priced at $9.89 and the public warrants at $1.73, on Nasdaq trading of May 11, 2021.

What changed: 8-K of Cipher Digital Inc. Item 2.02 (results of operations and financial condition): on August 4, 2026 the Company announced results for the second quarter ended June 30, 2026, with the press release furnished as Exhibit 99.1. Item 7.01 (Regulation FD): the same day the Company posted a presentation to investors.cipherdigital.com, furnished as Exhibit 99.2, which it expects to use in its earnings call and which speaks only as of the date of the report. Both items are furnished and not deemed filed under Section 18. Why it matters: Earnings plus an investor deck, both furnished rather than filed, so neither carries Section 18 liability and neither is incorporated into the registration statements. The report states no financial figure: everything is in Exhibits 99.1 and 99.2.

What changed: Q2 2026 10-Q of Cipher Digital Inc. (Nasdaq: CIFR), with 415,030,722 shares of common stock outstanding as of August 3, 2026. The cautionary note identifies among its subjects the company's bitcoin mining and high-performance compute data center development, the timing and likelihood of success, capacity, functionality and timing of operation of data centers, and potential strategic initiatives such as joint ventures and partnerships. Why it matters: This summary is drawn from the cover page and cautionary note of the report; the financial statements are not covered here.