As filed with the Securities and Exchange Commission on July 9, 2021

Registration No. 333-256115

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GOOD WORKS ACQUISITION CORP.*

(Exact Name of Registrant as Specified in Its Charter)

4265 San Felipe, Suite 603

Houston, Texas 77027

(713) 468-2717

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cary Grossman, President

4265 San Felipe, Suite 603

Houston, Texas 77027

(713) 468-2717

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the Business Combination described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-l(d)  (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED JULY 9, 2021

PROXY STATEMENT FOR

SPECIAL MEETING OF STOCKHOLDERS OF

GOOD WORKS ACQUISITION CORP.

(A DELAWARE CORPORATION)

PROSPECTUS FOR 208,614,000 SHARES OF COMMON STOCK OF GOOD WORKS ACQUISITION CORP. WHICH WILL BE RENAMED “CIPHER MINING INC.”

The board of directors of Good Works Acquisition Corp., a Delaware corporation (“GWAC”, “we” or “our”), has unanimously approved (1) the merger of Currency Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of GWAC (“Merger Sub”), with and into Cipher Mining Technologies Inc. (“Cipher”), a Delaware corporation (the “Merger”), with Cipher surviving the Merger as a wholly owned subsidiary of GWAC (the time that the Merger becomes effective being referred to as the “Effective Time”), pursuant to the terms of the Agreement and Plan of Merger, dated as of March 4, 2021, by and among GWAC, Merger Sub and Cipher, attached to this proxy statement/prospectus as Annex A (the “Merger Agreement”), as more fully described elsewhere in this proxy statement/prospectus and (2) the other transactions contemplated by the Merger Agreement and documents related thereto (collectively, the “Business Combination”). As used in this proxy statement/prospectus, “New Cipher” refers to GWAC after giving effect to the Business Combination.

As a result of, and upon the Closing (as defined in this proxy statement/prospectus), prior to the Effective Time among other things, and as more fully described elsewhere in this proxy statement/prospectus: (i) each issued and outstanding ordinary share, par value $0.001 per share (the “ordinary shares”), of GWAC will be converted, on a one-for-one basis, into duly authorized, validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of New Cipher (the “New Cipher Common Stock”); (ii) each issued and outstanding whole warrant to purchase ordinary shares of GWAC will automatically represent the right to purchase one share of New Cipher Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the GWAC Warrant Agreement (as defined in this proxy statement/prospectus); and (iii) the governing documents of GWAC will be amended and restated and will be the governing documents of New Cipher as described in this proxy statement/prospectus. Following the Effective Time, GWAC will change its name to “Cipher Mining Inc.”

In accordance with the terms and subject to the conditions of the Merger Agreement, at the Effective Time, the 500 shares of Cipher Common Stock (“Cipher Common Stock”) outstanding as of immediately prior to the Effective Time will be exchanged for 200,000,000 shares of New Cipher.

It is anticipated that, upon completion of the Business Combination, (i) Bitfury Top HoldCo (as defined in this proxy statement/prospectus), including through the Bitfury Private Placement (as defined below), will own, collectively, approximately 77.66% of the outstanding New Cipher Common Stock; (ii) GWAC’s public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 6.44% of the outstanding New Cipher Common Stock; (iii) the PIPE Investors (as defined below and, for the avoidance of doubt, excluding Bitfury Top HoldCo) will own approximately 14.20% of the outstanding New Cipher Common Stock; (iv) the Sponsor (and its affiliates) will own approximately 0.29% of the outstanding New Cipher Common Stock, and (v) the Private Placement Shareholders (as defined below) will own approximately 1.41% of the outstanding New Cipher Common Stock, in each case, on a fully diluted net exercise basis. These indicative levels of ownership interest: (i) exclude the impact of the shares of GWAC’s underlying warrants, (ii) assume that no public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in the trust account and (iii) assume the transaction expenses of the parties to the Merger Agreement of approximately $44 million. These indicative levels of ownership interest would amount to approximately 82.4%, 0.72%, 15.07%, 0.30% and 1.50%, respectively, assuming the maximum redemptions scenario, where 15.1 million of GWAC Common Stock are redeemed (and 1.9 million shares of GWAC Common Stock are not redeemed) in which case, GWAC will still have sufficient cash to satisfy the Available Closing GWAC Cash requirement of $400.0 million provided for in the Merger Agreement.

This prospectus covers 208,614,000 shares of New Cipher Common Stock, which consists of (i) 200,000,000 shares of New Cipher Common Stock to be issued to Bitfury Top HoldCo in exchange for shares of Cipher Common Stock outstanding at Closing, based on the Exchange Ratio (as defined below) and (ii) 8,614,000 shares of New Cipher Common Stock issuable upon exercise of the GWAC Warrants. The number of shares of New Cipher Common Stock that this prospectus covers represents the maximum number of shares that may be issued to holders of shares, warrants and equity awards of Cipher in connection with the Business Combination, together with the shares issued or issuable to the existing shareholders and warrant holders of GWAC in connection with the Business Combination.

GWAC is, and New Cipher will be, an “emerging growth company” as defined under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. New Cipher may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.

GWAC Common Stock and GWAC warrants are currently listed and traded on the Nasdaq Stock Market (the “Nasdaq”) under the symbols “GWAC” and “GWACW”, respectively. GWAC intends to apply for listing, effective at the time of the Closing, of New Cipher Common Stock and New Cipher Warrants on the Nasdaq under the symbols “CIFR” and “CIFRW”, respectively. This proxy statement/prospectus provides stockholders of GWAC with detailed information about the proposed Business Combination and other matters to be considered at the special meeting of GWAC. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk  Factors” beginning on page 48 of this proxy statement/prospectus.

New Cipher will be a “controlled company” under the Nasdaq Stock Market LLC listing rules, and may be exempt from certain corporate governance requirements, though it does not intend to rely on any such exemptions. See “Risk Factors—Additional Risks Relating to Ownership of New Cipher Common Stock Following the Business Combination—Upon completion of the Business Combination, New Cipher will be a “controlled company” within the meaning of Nasdaq listing rules and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.”

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated                , 2021, and is first being mailed to GWAC’s stockholders on or about                , 2021.

GOOD WORKS ACQUISITION CORP.

4265 San Felipe, Suite 603

Houston, Texas 77027

Dear Good Works Acquisition Corp. Stockholders:

You are cordially invited to attend the special meeting of the stockholders (the “Special Meeting”) of Good Works Acquisition Corp., a Delaware Corporation (“GWAC”), at             , on             , 2021, or at such other time, on such other date and at such other place to which the meeting may be adjourned. In the interest of public health, and due to the impact of the coronavirus (“COVID-19”), we are also planning for the meeting to be held virtually over the Internet.

At the Special Meeting, GWAC’s shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal” to approve and adopt the Agreement and Plan of Merger, dated as of March 4, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Merger Sub and Cipher, a copy of which is attached to this proxy statement/prospectus as Annex A, including the transactions contemplated thereby.

As further described in this proxy statement/prospectus, subject to the terms and conditions of the Merger Agreement, on the Closing Date, prior to the Effective Time, Merger Sub will merge with and into Cipher (the “Merger”), with Cipher as the surviving company in the Merger and, after giving effect to such Merger, Cipher shall be a wholly-owned subsidiary of GWAC. In accordance with the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each share of Cipher outstanding as of immediately prior to the Effective Time will be exchanged for 400,000 shares of common stock, par value $0.001 per share, of New Cipher (the “New Cipher Common Stock”).

In connection with the foregoing and concurrently with the execution of the Merger Agreement, GWAC entered into: (i) subscription agreements (the “PIPE Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and GWAC has agreed to issue and sell to the PIPE Investors, an aggregate of 37,500,000 shares GWAC Common Stock at a purchase price of $10.00 per share for consideration comprising payments of cash of $375,000,000, on the terms and subject to the conditions set forth in the Subscription Agreements (the “PIPE Financing”), and (ii) a subscription agreement (the “Bitfury Subscription Agreement” and, together with the PIPE Subscription Agreements, the “Subscription Agreements”) with Bitfury Top HoldCo, pursuant to which Bitfury Top HoldCo agreed to subscribe for and purchase, and GWAC has agreed to issue and sell to Bitfury Top HoldCo, an aggregate of 5,000,000 shares GWAC Common Stock at a purchase price of $10.00 per share for an aggregate of cash and/or forgiveness of outstanding indebtedness owed by Cipher to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo) of $50,000,000, on the terms and subject to the conditions set forth in the Bitfury Subscription Agreement (the “Bitfury Private Placement”).

The shares of GWAC Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. GWAC has granted the PIPE Investors and Bitfury Top HoldCo certain registration rights in connection with the PIPE Financing and the Bitfury Private Placement. The PIPE Financing and the Bitfury Private Placement are contingent upon, among other things, the substantially concurrent Closing.

In addition to the Business Combination Proposal, you will also be asked to consider and vote upon (a) a proposal to approve and adopt the Proposed Certificate of Incorporation (as defined below), a copy of which is attached hereto as Annex B, and to consider and vote upon separate proposals to approve, on a non-binding advisory basis certain material differences between the Proposed Certificate of Incorporation and the Current Certificate of Incorporation, which is referred to herein as the “Charter Proposal,” (b) a proposal to approve and adopt the Incentive Award Plan, a copy of which is attached to the proxy statement/prospectus as Annex L, which is referred to herein as the “Incentive Plan Proposal,” (c) a proposal to elect the members to serve on the board of

directors of the New Cipher, which is referred to as the “Director Election Proposal,” (d) a proposal to approve, for purpose of complying with Nasdaq Listing Rule 5635, the issuance of GWAC Common Stock in connection with the Business Combination, the PIPE Financing and the Bitfury Private Placement, which is referred to herein as the “Nasdaq Proposal,” and (e) a proposal to adjourn the Special Meeting to a later date or dates to the extent necessary, which is referred to herein as the “Adjournment Proposal.”

The Business Combination will be consummated only if the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Nasdaq Proposal, (collectively, the “Condition Precedent Proposals”) are approved at the Special Meeting. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in this proxy statement/prospectus, which each stockholder is encouraged to read carefully and in its entirety.

The Adjournment Proposal provides for a vote to adjourn the Special Meeting to a later date or dates, if necessary, (i) to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to GWAC’s shareholders or, if as of the time for which the Special Meeting is scheduled, there are insufficient GWAC ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or (ii) in order to solicit additional proxies from GWAC’s shareholders in favor of one or more of the proposals at the Special Meeting.

Pursuant to the Current Bylaws (as defined below), a holder of GWAC’s public shares (a “public stockholder”) may request that GWAC redeem all or a portion of such public shares for cash if the Business Combination is consummated. In order to redeem public shares underlying units, holders of units must elect to separate their units into the underlying public shares and warrants prior to exercising redemption rights with respect to such public shares. Holders that hold their units in an account at a brokerage firm or bank must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (“Continental”), GWAC’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental Stock Transfer & Trust Company in order to validly redeem its shares. Public stockholders may elect to redeem their public shares even if they vote “for” the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public stockholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Exchange Agent GWAC will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of GWAC’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, based on 17,000,000 shares subject to possible redemption as of             , 2021, this would have amounted to approximately $             per issued and outstanding public share. If a public stockholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See “Special Meeting of GWAC’s Shareholders —Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 10% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 10% of the public shares, then any such shares in excess of that 10% limit would not be redeemed for cash.

The Merger Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in this proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.

GWAC is providing the accompanying proxy statement/prospectus and accompanying proxy card to GWAC’s stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments of the Special Meeting. Information about the Special Meeting, the Business Combination and other related business to be considered by GWAC’s stockholders at the Special Meeting is included in this proxy statement/prospectus. Whether or not you plan to attend the Special Meeting, all of GWAC’s stockholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 48 of the accompanying proxy statement/prospectus.

After careful consideration, the GWAC Board has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that stockholders vote “FOR” the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to GWAC’s stockholders in this proxy statement/prospectus. When you consider the recommendation of these proposals by the GWAC Board, you should keep in mind that GWAC’s directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See “Proposal No. 1—Business Combination Proposal—Interests of GWAC’s Directors and Executive Officers in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a shareholder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO GWAC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of GWAC Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated             , 2021 and is first being mailed to shareholders on or about             , 2021.

PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION, DATED JULY 9, 2021

GOOD WORKS ACQUISITION CORP.

4265 San Felipe, Suite 603

Houston, Texas 77027

NOTICE OF

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON             , 2021

TO THE STOCKHOLDERS OF GOOD WORKS ACQUISITION CORP.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Good Works Acquisition Corp. (“GWAC”), a Delaware corporation, will be held at                           a.m. eastern time, on             , 2021, in virtual format (the “Special Meeting”). You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of GWAC common stock at the close of business on              , 2021 (the “GWAC Record Date”) are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION ENTITLED “RISK FACTORS.”

Pursuant to the Current Certificate of Incorporation, GWAC will provide holders of GWAC’s public shares (a “public shares”) with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount on deposit in GWAC’s trust account, which holds the proceeds of the GWAC’s IPO (as defined herein), as of two business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the trust account and not previously released to GWAC to pay its taxes). For illustrative purposes, based on 17,000,000 shares subject to possible redemption as of             , 2021, this would have amounted to approximately $             per issued and outstanding public share, excluding additional interest earned on the funds held in the trust account and not previously released to GWAC to pay taxes. Public stockholders (as defined herein) may elect to redeem their shares even if they vote for the Business Combination Proposal. A holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more

than 10% of the public shares without the consent of GWAC. Accordingly, all public shares in excess of 10% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash without the consent of GWAC. I-B Good Works, LLC, Magnetar Financial LLC, Mint Tower Capital Management B.V., Periscope Capital, Inc., Polar Asset Management Partners Inc. (collectively, the “Named Sponsors”) and GWAC’s directors and officers have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of common stock they may hold. Collectively, the Named Sponsors and the GWAC directors and officers own 13.5% of GWAC’s issued and outstanding common stock. The Named Sponsors and GWAC’s directors and officers have agreed to vote any shares of common stock owned by them in favor of each of the proposals presented at the Special Meeting.

After careful consideration, GWAC Board has determined that the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the Director Election Proposal, the Nasdaq Proposal and the Adjournment Proposal are fair to and in the best interests of GWAC and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Director Election Proposal, “FOR” the Nasdaq Proposal, and “FOR” the Adjournment Proposal, if presented.

Consummation of the Business Combination is conditional on approval of each of the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Nasdaq Proposal. If any of these proposals is not approved, the other proposals, except the Adjournment Proposal, will not be presented to stockholders for a vote. The proxy statement/prospectus accompanying this notice explains the Merger Agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Special Meeting. Please review the proxy statement/prospectus carefully.

All GWAC’s shareholders are cordially invited to attend the Special Meeting in virtual format. GWAC’s shareholders may attend, vote and examine the list of GWAC’s shareholders entitled to vote at the Special Meeting by visiting https://www.cstproxy.com/goodworksacquisition/sm2021 and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. In light of public health concerns regarding the coronavirus (“COVID-19”) pandemic, the Special Meeting will be held in virtual meeting format only. You will not be able to attend the Special Meeting physically. To ensure your representation at the Special Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

A complete list of GWAC’s shareholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at the principal executive offices of GWAC for inspection by stockholders during business hours for any purpose germane to the Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

            , 2021

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE GWAC REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO GWAC’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANKS OR BROKERS TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF GWAC’S SHAREHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

TABLE OF CONTENTS

i

Annexes

Annex A—Agreement and Plan of Merger

Annex B—Proposed Certificate of Incorporation

Annex C—Proposed Bylaws

Annex D—GWAC Support Agreement

Annex E—Company Support Agreement

Annex F—Form of PIPE Subscription Agreement

Annex G—Bitfury Subscription Agreement

Annex H—Form of Registration Rights Agreement

Annex I—Form of Master Services and Supply Agreement

Annex J—Stockholder Restrictive Covenant Agreement

Annex K—Bitfury Restrictive Covenant Agreement

Annex L— Form of Incentive Award Plan

Annex M—Form of Letter of Transmittal

Annex N—Form of Company Lock-Up Agreement

Annex O—Form of Sponsor Lock-Up Agreement

ii

MARKET, INDUSTRY AND OTHER DATA

This proxy statement/prospectus includes estimates regarding market and industry data and forecasts, which are based on publicly available information, industry publications and surveys, reports from government agencies, reports by market research firms or other independent sources and our own estimates based on our management’s knowledge of and experience in the market sectors in which we compete.

Certain monetary amounts, percentages and other figures included in this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

TRADEMARKS

This proxy statement/prospectus also contains trademarks, service marks, copyrights and trade names of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by any other companies. Solely for convenience, our trademarks and trade names referred to in this proxy statement/prospectus may appear without the ^® or ^™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.

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FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

“Anchor Investors” are to Magnetar Financial LLC, Mint Tower Capital Management B.V., Peridian Fund L.P., and Polar Multi-Strategy Master Fund;

“Available Closing GWAC Cash” are to without duplication, an amount equal to (a) the funds contained in the GWAC’s trust account as of immediately prior to the Effective Time; plus (b) all other Cash and Cash Equivalents of GWAC; minus (c) the aggregate amount of cash proceeds that will be required to satisfy the redemption of any shares of GWAC Common Stock (to the extent not already paid); plus (d) the PIPE Investment Amount; minus (e) any unpaid GWAC transaction expenses;

“Bitfury Group” are to Bitfury Top HoldCo and its subsidiaries;

“Bitfury Holding” are to Bitfury Holding B.V., a subsidiary of Bitfury Top HoldCo;

“Bitfury Private Placement” are to the private placement pursuant to which GWAC entered into the Bitfury Subscription Agreement (containing commitments to funding that are subject only to conditions that generally align with the conditions set forth in the Merger Agreement) with Bitfury Top HoldCo whereby Bitfury Top HoldCo agreed to purchase an aggregate of 5,000,000 shares of New Cipher Common Stock at a purchase price of $10.00 per share for an aggregate of cash and/or forgiveness of outstanding indebtedness owed by Cipher to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo) of $50,000,000;

“Bitfury Restrictive Covenant Agreement” are to that certain restrictive covenant agreement, dated as of March 4, 2021, by and between Bitfury Holding and GWAC, attached to this proxy statement/prospectus as Annex K;

“Bitfury Subscription Agreement” are to that certain subscription agreement, dated as of March 4, 2021, as amended and restated in its entirety on [●], 2021, by and among Bitfury Top HoldCo and GWAC, attached to this proxy statement/prospectus as Annex G;

“Bitfury Top HoldCo” are to Bitfury Top HoldCo B.V., the holder of 100% of the shares of Cipher Common Stock prior to the Business Combination;

“Business Combination” are to the Merger and other transactions contemplated by the Merger Agreement, collectively, including the PIPE Financing and the Bitfury Private Placement;

“Cash and Cash Equivalents” are to the cash and cash equivalents, including checks, money orders, marketable securities, short-term instruments, negotiable instruments, funds in time and demand deposits or similar accounts on hand, in lock boxes, in financial institutions or elsewhere, together with all accrued but unpaid interest thereon, and all bank, brokerage or other similar accounts;

“Cipher” are to Cipher Mining Technologies Inc., a Delaware corporation;

“Cipher’s Bylaws” are to Cipher’s bylaws in effect as of the date of this proxy statement/prospectus;

“Cipher Cancelled Shares” are to each share of Cipher Common Stock issued and outstanding immediately prior to the Effective Time that is held by Cipher in treasury and that shall no longer be outstanding and shall be automatically canceled and shall cease to exist;

“Cipher Common Stock” are to the shares of common stock, par value $0.001 per share, of Cipher;

“Closing” are to the closing of the Business Combination;

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“Closing Date” are to the date that is in no event later than the third (3^rd) business day, following the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions described under the section entitled

“Code” are to the Internal Revenue Code of 1986, as amended;

“Company Support Agreement” are to that certain support agreement, dated as of March 4, 2021, by and among GWAC, Cipher and Bitfury Top HoldCo, which is attached to this proxy statement/prospectus as Annex E;

“completion window” are to the period following the completion of the GWAC’s IPO at the end of which, if GWAC has not completed an initial Business Combination, it will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions. The completion window ends on July 22, 2022.

“Condition Precedent Proposals” are to the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Nasdaq Proposal;

“Continental” means Continental Stock Transfer & Trust Company;

“COVID-19” are to the novel coronavirus, SARS-CoV-2 or COVID-19 or any mutation of the same, including any resulting epidemics, pandemics, disease outbreaks or public health emergencies;

“COVID-19 Measures” are to any quarantine, isolation, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, decree, judgment, injunction or other order, directive, guidelines or recommendations by any Governmental Authority or industry group in connection with or in response to COVID-19, including the Coronavirus Aid, Relief, and Economic Security Act (CARES);

“Current Bylaws” are to GWAC’s bylaws in effect as of the date of this proxy statement/prospectus;

“Current Certificate of Incorporation” are to GWAC’s amended and restated certificate of incorporation in effect as of the date of this proxy statement/prospectus;

“DGCL” are to the Delaware General Corporation Law, as amended;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“Exchange Agent” are to Continental Stock Transfer & Trust Company;

“Exchange Ratio” are to the ratio of 400,000 shares of New Cipher Common Stock for each 1 share of Cipher Common Stock;

“Effective Time” are to the effective time of the Merger;

“GWAC” are to Good Works Acquisition Corp., a Delaware corporation;

“GWAC Common Stock” are to, prior to consummation of the Transactions, GWAC’s common stock, par value

$0.001 per share and, following consummation of the Transactions, to the common stock, par value $0.001 per share, of New Cipher;

“GWAC Founder Shares” are to the 4,478,000 shares of GWAC Common Stock held by the Sponsor, GWAC Sponsor 2, LLC, the Anchor Investors, GWAC’s officers and directors, and certain other GWAC stockholders

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(collectively, the “Founders”);

“GWAC’s IPO” are to the initial public offering by GWAC which closed on October 19, 2020;

“GWAC Letter Agreement” are to that certain letter agreement, dated as of October 19, 2020, by and among GWAC, the Sponsor, GW Sponsor 2, LLC and certain directors and officers of GWAC, pursuant to which the parties thereto agreed to vote any shares of GWAC held by them in favor of the Business Combination and to not redeem any such shares of GWAC Common Stock in connection with approval of the Business Combination;

“GWAC Private Placement Shares” are to the 228,000 private placement shares of GWAC underlying 228,000 of GWAC Private Placement Units;

“GWAC Private Placement Units” are to the 228,000 units that were issued in a private placement at a price of $10.00 per unit to certain funds and accounts managed by the Anchor Investors, simultaneously with the closing of the GWAC’s IPO; each unit consists of one GWAC Private Placement Share and one-half of one GWAC warrant;

“GWAC Private Placement Warrants” means the 114,000 private placement warrants outstanding as of the date of this proxy statement/prospectus to purchase ordinary shares underlying 228,000 of GWAC Private Placement Units that were issued at $10.00 per unit in a private placement as part of the GWAC’s IPO. The GWAC Private Placement Warrants are substantially identical to the public warrants sold as part of the units in the GWAC’s IPO, subject to certain limited exceptions;

“GWAC Public Warrants” are to the currently outstanding 8,500,000 redeemable warrants to purchase ordinary shares of GWAC that were issued by GWAC in GWAC’s IPO;

“GWAC Support Agreement” are to that certain support agreement, entered into on March 4, 2021, as amended and restated in its entirety on May 12, 2021, by and among GWAC, the Sponsor, GW Sponsor 2, LLC, Magnetar Financial LLC, Mint Tower Capital Management B.V., Peridian Fund, L.P., Polar Multi-Strategy Master Fund, and Cipher, attached to this proxy statement/prospectus as Annex D;

“GWAC Warrant Agreement” means the warrant agreement, dated October 19, 2020, between GWAC and Continental Stock Transfer & Trust Company, as warrant agent, which sets forth the expiration and exercise price of and procedure for exercising the GWAC Warrants;

“GWAC Warrants” are to the GWAC Public Warrants and the GWAC Private Placement Warrants;

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976;

“I-Bankers” are to I-Bankers Securities, Inc., an advisor in connection with a Business Combination;

“Incentive Award Plan” are to the New Cipher’s incentive award plan attached to this proxy statement/prospectus as Annex L;

“Letter of Transmittal” are to a letter of transmittal substantially in the form attached to this proxy statement/prospectus as Annex M, which shall, promptly following the Effective Time, be send to each record holder of a Cipher Common Stock as outlined in the Merger Agreement;

“Master Services and Supply Agreement” or the “MSSA” are to the master services and supply agreement to be entered into at Closing by Cipher and Bitfury Top HoldCo, a form of which is attached to this proxy statement/prospectus as Annex I;

“Merger” are to the merger of Merger Sub with and into Cipher pursuant to the Merger Agreement, with Cipher as the surviving company in the Merger and, after giving effect to such Merger, Cipher becoming a wholly-owned subsidiary of GWAC;

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“Merger Agreement” are to that certain Agreement and Plan of Merger, dated as of March 4, 2021, by and among GWAC, Cipher and Merger Sub, attached to this proxy statement/prospectus as Annex A;

“Merger Consideration” are to each share of Cipher Common Stock issued and outstanding immediately prior to the Effective Time, other than any Cipher Cancelled Shares, shall be converted into the right to receive four hundred thousand (400,000) shares of duly authorized, validly issued, fully paid and nonassessable New Cipher Common Stock (deemed to have a value of ten dollars ($10.00) per share);

“Merger Sub” are to Currency Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of GWAC;

“Named Sponsors” are to I-B Good Works, LLC, Magnetar Financial LLC, Mint Tower Capital Management B.V., Periscope Capital, Inc. and Polar Asset Management Partners Inc.

“New Cipher” means GWAC after giving effect to the Business Combination, and its name change from GWAC Acquisition Corp. to Cipher Mining Inc.;

“New Cipher Board” means the board of directors of New Cipher;

“New Cipher Common Stock” are to the share of common stock, par value $0.001 per share, of New Cipher;

“New Cipher Warrants” are to the warrants of New Cipher;

“PIPE Financing” are to the private placement pursuant to which GWAC entered into the PIPE Subscription Agreements (containing commitments to funding that are subject only to conditions that generally align with the conditions set forth in the Merger Agreement) with certain investors whereby such investors have agreed to purchase an aggregate of 37,500,000 shares of New Cipher Common Stock at a purchase price of $10.00 per share for an aggregate commitment of $375,000,000;

“PIPE Investment Amount” is to a consideration in an aggregate value equal to four hundred and twenty-five million dollars ($425,000,000), comprising payments of cash and/or forgiveness of outstanding indebtedness, contemplated by the PIPE Financing and the Bitfury Private Placement;

“PIPE Investors” are to the investors who agreed to participate in the PIPE Financing and entered into the PIPE Subscription Agreements;

“PIPE Subscription Agreements” are to the subscription agreements entered into by and between GWAC and each of the PIPE Investors in connection with the PIPE Financing, a form of which is attached to this proxy statement/prospectus as Annex F;

“Private Placement Shareholders” are to the holders of the GWAC Private Placement Shares;

“Proposals” are to the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the Director Election Proposal, the Nasdaq Proposal and the Adjournment Proposal;

“Proposed Bylaws” are to the proposed bylaws of New Cipher, attached to this proxy statement/prospectus as Annex C;

“Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of New Cipher attached to this proxy statement/prospectus as Annex B;

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“Proposed Governing Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws

“public shares” are to shares of GWAC Common Stock sold as part of the units in the GWAC’s IPO (whether they were purchased in the GWAC’s IPO or thereafter in the open market);

“public stockholders” are to the holders of public shares, including the Sponsor and GWAC’s officers and directors to the extent the Sponsor and GWAC’s officers or directors purchase public shares, provided that each of their status as a “public stockholder” shall only exist with respect to such public shares;

“public shares” means the currently outstanding 17,000,000 shares of GWAC common stock, whether acquired in GWAC’s initial public offering or acquired in the secondary market;

“Registration Rights Agreement” are to that certain registration rights agreement, to be entered into at Closing by and among GWAC, Cipher, the Sponsor and Bitfury Top HoldCo, a form of which is attached to this proxy statement/prospectus as Annex H;

“SEC” are to the United States Securities and Exchange Commission;

“Special Meeting” are to a special meeting of the holders of GWAC Common Stock to be held for the purpose of approving the Proposals;

“Sponsor” are to I-B Goodworks LLC, a Delaware limited liability company;

“Stockholder Restrictive Covenant Agreement” are to that certain restrictive covenant agreement, dated as of March 4, 2021, by and among Bitfury Top HoldCo and GWAC, attached to this proxy statement/prospectus as Annex J;

“Transaction Agreements” are to the Merger Agreement, the GWAC Support Agreement, the Company Support Agreement, the Registration Rights Agreement, the PIPE Subscription Agreements, each Letter of Transmittal, the Proposed Certificate of Incorporation, the Proposed Bylaws, and all the other agreements, documents, instruments and certificates entered into in connection herewith and/or therewith and any and all exhibits and schedules thereto;

“Transactions” are to, collectively, the Business Combination and the other transactions contemplated by the Merger Agreement;

“Treasury Regulations” are to the regulations promulgated under the Code;

“Trust Account” are to the trust account of GWAC that holds the proceeds from the GWAC’s IPO, governed by the Trust Agreement; and

“Trust Agreement” are to the investment management trust agreement, dated October 19, 2020, by and between GWAC and Continental Stock Transfer & Trust Company, as trustee, entered into in connection with the GWAC’s IPO.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes statements that express GWAC’s and Cipher’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the Transactions, the benefits of the Transactions, including results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which Cipher operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting GWAC and Cipher.

Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

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The forward-looking statements contained in this proxy statement/prospectus are based on GWAC’s and Cipher’s current expectations and beliefs concerning future developments and their potential effects on the Transactions and Cipher. There can be no assurance that future developments affecting GWAC or Cipher will be those that GWAC or Cipher has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond either GWAC’s or Cipher’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. GWAC and Cipher undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any GWAC stockholder grants its proxy or instructs how its vote should be cast or votes on the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the Director Election Proposal and the Adjournment Proposal, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect GWAC and Cipher.

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SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached Annexes, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for definitions used commonly throughout this proxy statement/prospectus, including this summary term sheet, see “Frequently Used Terms.”

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Business Combination, the Special Meeting and the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to GWAC’s stockholders. You are urged to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Special Meeting.

Questions and Answers about the Business Combination

GWAC will hold the Special Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Merger Agreement and you are receiving this proxy statement/prospectus in connection with such meeting. In addition, a copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A. We urge you to read carefully this proxy statement/prospectus, including the Annexes and the other documents referred to herein, in their entirety.

GWAC and Cipher have agreed to the Business Combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A, and GWAC encourages its stockholders to read it in its entirety. GWAC’s shareholders are being asked to consider and vote upon a proposal to approve the adoption of the Merger Agreement and approve the Transactions, which, among other things, include provisions for Merger Sub to be merged with and into Cipher with Cipher being the surviving corporation as a wholly owned subsidiary of GWAC. See “Proposal No. 1—The Business Combination Proposal.”

The Business Combination cannot be completed unless GWAC’s stockholders approve (a) a proposal to approve and adopt the Proposed Certificate of Incorporation, a copy of which is attached hereto as Annex B, which is referred to herein as the “Charter Proposal,” (b) a proposal to approve, for purpose of complying with Nasdaq Listing Rule 5635, the issuance of GWAC Common Stock in connection with the Business Combination, the PIPE Financing and the Bitfury Private Placement, which is referred to herein as the “Nasdaq Proposal,” (c) a proposal to approve and adopt the Incentive Award Plan, a copy of which is attached to the proxy statement/prospectus as Annex L, which is referred to herein as the “Incentive Plan Proposal,” and (d) a proposal to elect the members to serve on the board of directors, which is referred to as the “Director Election Proposal”, set forth in this proxy statement/prospectus for their approval. Information about the Special Meeting, the Business Combination and the other business to be considered by stockholders at the Special Meeting is contained in this proxy statement/prospectus.

This document constitutes a proxy statement of GWAC and a prospectus of GWAC. It is a proxy statement because the GWAC Board is soliciting proxies using this proxy statement/prospectus from its stockholders. It is a prospectus because GWAC, in connection with the Business Combination, is offering shares of GWAC Common Stock in exchange for the outstanding shares of Cipher common stock. See “Proposal No. 1—The Business Combination Proposal—The Merger Agreement—Merger Consideration”.

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GWAC agreed to pay I-Bankers, as representative of the underwriters in the GWAC’s IPO, 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 GWAC’s business combination.

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The deferred underwriting fee will be waived by I-Bankers, in the event that GWAC does not complete a business combination, subject to the terms of the underwriting agreement for the GWAC’s IPO. The deferred underwriting fee is payable if a business combination is consummated without regard to the number of GWAC Common Stock redeemed by holders in connection with a business combination. The following table presents the deferred underwriting fee as a percentage of the aggregate proceeds from the GWAC’s IPO across varying redemption scenarios if GWAC had only sold the number of units remaining after redemptions:

Furthermore, to the extent that holders of GWAC Common Stock redeem their shares of GWAC Common Stock in connection with the Business Combination, their GWAC Warrants will remain issued and outstanding notwithstanding the redemption of their GWAC Common Stock. Based on the trading price of the GWAC warrants of $                per GWAC warrant as of     , 2021, the GWAC warrants owned by the holders of GWAC Common Stock were worth approximately $                million in the aggregate, and the GWAC warrants owned by the Sponsor and its affiliates were worth approximately $                million. Following the consummation of the Business Combination and pursuant to the terms of the GWAC Warrant Agreement, each whole New Cipher Warrant will be exercisable for one New Cipher Common Stock.

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The table below shows the relative ownership levels of holders of New Cipher Common Stock following the Business Combination under varying redemption scenarios and assuming that all warrants to purchase New Cipher Common Stock are exercised.

In addition, certain of GWAC’s current executive officers and directors have financial interests in the Business Combination that are different from, or in addition to, the interests of GWAC’s stockholders, other than GWAC’s initial stockholders. With respect to GWAC’s executive officers and directors, these interests include, among other things:

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The members of GWAC Board were aware of and considered the interests summarized above, among other matters, in evaluating and negotiating the Merger Agreement and the Business Combination and in recommending to GWAC’s shareholders, that the Merger Agreement be approved and adopted. These interests are described in more detail in the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of the Sponsor and GWAC’s Directors and Officers in the Business Combination”. You should be aware of these interests when you consider GWAC Board recommendation that you vote in favor of the approval and adoption of the Merger Agreement and the consummation of the transactions contemplated thereby.

Questions and Answers about GWAC’s Special Stockholder Meeting

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GWAC will hold the Special Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. Stockholders should read this proxy statement/prospectus carefully, including the Annexes and the other documents referred to herein.

Consummation of the Business Combination is conditional on approval of each of the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the Director Election Proposal and

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the Nasdaq Proposal, subject to the terms of the Merger Agreement. If any of these proposals is not approved, the other proposals, except the Adjournment Proposal, will not be presented to stockholders for a vote.

The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

On October 22, 2021, GWAC completed its initial public offering of units, with each unit consisting of one public share and one-half of one public warrant, each whole public warrant to purchase one share of GWAC Common Stock at a price of $11.50, raising total gross proceeds of $150,000,000. On October 26, 2020 and November 17, 2020, the underwriters of the GWAC’s IPO partially exercised their over-allotment option and purchased additional units, generating gross proceeds of $20,000,000. Since the GWAC’s IPO, GWAC’s activity has been limited to the evaluation of business combination candidates.

Cipher is an emerging technology company that plans to operate in the Bitcoin mining ecosystem in the United States. Specifically, Cipher plans to develop and grow a cryptocurrency mining business, specializing in Bitcoin.

Based on its investigations of Cipher and the industry in which it operates, including the financial and other information provided by Cipher in the course of their negotiations in connection with the Merger Agreement, GWAC believes that the Business Combination with Cipher is advisable and in the best interests of GWAC and its stockholders. See “Proposal No. 1—The Business Combination— The GWAC Board’s Reasons for the Business.”

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Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 10% of the public shares without the consent of GWAC. Accordingly, all public shares in excess of 10% held by a public stockholder, together with any affiliate of such stockholder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed without the consent of GWAC. Cipher is not required to consummate the Business Combination if there is not at least $400.0 million of Available Closing GWAC Cash after giving effect to payment of amounts that GWAC will be required to pay to redeeming stockholders upon consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting. If you deliver your shares for redemption to GWAC’s transfer agent and later decide prior to the Special Meeting not to elect redemption, you may request that GWAC’s transfer agent return the shares (physically or electronically). You may make such request by contacting GWAC’s transfer agent at the address listed at the end of this section.

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If a holder of public shares properly makes a request for redemption and the public shares are delivered as described to GWAC’s transfer agent as described herein, then, if the Business Combination is consummated, GWAC will redeem these shares for a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your shares of GWAC Common Stock for cash and you will cease to have any rights as a GWAC Stockholder (other than the right to receive the redemption amount) upon consummation of the Business Combination.

For a discussion of the material U.S. federal income tax considerations for holders of public shares with respect to the exercise of these redemption rights, see “U.S. Federal Income Tax Consequences—Tax Consequences to Holders Electing to Exercise Redemption Rights”.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any public warrants that you may hold.

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The Charter Proposal: The affirmative vote of the holders of a majority of the outstanding shares of common stock is required to approve the Charter Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Proposal, will have the same effect as a vote “AGAINST” such Charter Proposal. The Business Combination is conditioned upon the approval of the Charter Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Charter Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Charter Proposal will not be effected.

The Incentive Plan Proposal: The majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting is required to approve the Incentive Plan Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Incentive Plan Proposal, will have no effect on the Incentive Plan Proposal. The Business Combination is conditioned upon the approval of the Incentive Plan Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Incentive Plan Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Incentive Plan Proposal will not be effected.

The Director Election Proposal: Directors are elected by a plurality of all of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting. This means that the 7 director nominees who receive the most affirmative votes will be elected. Stockholders may not cumulate their votes with respect to the election of directors. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Director Election Proposal, will have no effect on the Director Election Proposal. The Business Combination is not conditioned on the approval of the Director Election Proposal.

The Nasdaq Proposal: The majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting is required to approve the Nasdaq Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Nasdaq Proposal, will have no effect on the Nasdaq Proposal. The Business Combination is conditioned upon the approval of the Nasdaq Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Nasdaq Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Nasdaq Proposal will not be effected.

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The Adjournment Proposal: The majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting is required to approve the Adjournment Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Adjournment Proposal, will have no effect on the Adjournment Proposal. The Business Combination is not conditioned on the approval of the Adjournment Proposal.

The Sponsor, the Anchor Investors and certain directors and officers of GWAC have entered into certain agreements (together, the “Acquiror Support Agreements”) with GWAC pursuant to which the they have agreed to vote shares representing     % of the aggregate voting power of the common stock in favor of the each of the proposals presented at the Special Meeting, regardless of how public stockholders vote. Accordingly, the Acquiror Support Agreements will increase the likelihood that GWAC will receive the requisite stockholder approval for the Business Combination and the transactions contemplated thereby. Because a majority of the proposals, including the Business Combination Proposal, require the affirmative vote of the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting, the affirmative vote of approximately     % of the outstanding Public Shares would be required to approve such proposals if a quorum of only a majority of the shares of GWAC Common Stock is represented at the Special Meeting. Notwithstanding the foregoing, the Business Combination is conditioned upon the approval of the Charter Proposal. Approval of that proposal requires the affirmative vote of the holders of a majority of the outstanding shares of GWAC Common Stock. Accordingly, the affirmative vote of approximately     % of the outstanding public shares would be required to approve the Charter Proposal.

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Under the rules of Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Special Meeting are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

If you are a GWAC stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal and the Nasdaq Proposal. Such broker non-votes will be the equivalent of a vote “AGAINST” the Charter Approval Proposal, but will have no effect on the vote count for such other proposals.

If you are a GWAC stockholder that attends the Special Meeting in person (which would include presence at a virtual meeting) and fails to vote on the Charter Proposal, or if you respond to such proposal with an “abstain” vote, your failure to vote or “abstain” vote in each case will have the same effect as a vote “AGAINST” such proposals.

If you are a GWAC stockholder that attends the Special Meeting in person (which would include presence at a virtual meeting) and fails to vote on the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Nasdaq Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on the vote count for such proposals.

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You may also obtain additional information about GWAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your Public Shares, you will need to deliver your stock (either physically or electronically) to GWAC’s transfer agent at the address below prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Exchange Agent. Continental Stock Transfer & Trust Company has been engaged to act as exchange agent (the “Exchange Agent”) for the payment and delivery of the aggregate Merger Consideration. At or immediately following the Effective Time, GWAC shall deposit (or cause to be deposited) with the Exchange Agent the number of shares of GWAC Common Stock comprising the aggregate Merger Consideration in respect of certificates that immediately prior to the Effective Time represented Cipher common stock.

Continental Stock Transfer & Trust Company

Attn: Francis Wolf and Celeste Gonzalez

One State Street, 30th Floor

New York, NY 10004

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, including the Business Combination proposal, you should read this entire document carefully, including the Merger Agreement attached as Annex A to this proxy statement/prospectus. The Merger Agreement is the legal document that governs the Transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “Proposal No. 1—The Business Combination Proposal.”

Combined Business Summary

Unless otherwise indicated or the context otherwise requires, references in this Combined Business Summary to “we,” “us,” “our” and other similar terms refer to Cipher prior to the Business Combination and to New Cipher and its consolidated subsidiaries after giving effect to the Business Combination.

Overview

Our key mission is to become the leading Bitcoin mining company in the United States. We are an emerging technology company that plans to operate in the Bitcoin mining ecosystem in the United States.

We have been established by Bitfury Group, a global full-service blockchain and technology specialist and one of the leading private infrastructure providers in the blockchain ecosystem.

As of the date of this proxy statement/prospectus, we have not commenced operations. As a stand alone, U.S. based cryptocurrency mining business, specializing in Bitcoin, we plan to begin our initial buildout phase with a set up of cryptocurrency mining facilities (or sites) in at least four cities in the United States (three in Texas and one in Ohio). Subject to completion of the Business Combination, we plan to begin deployment of capacity in one city in Ohio and one of the cities in Texas in the fourth quarter of 2021.

Upon completion of the Business Combination, Bitfury Top HoldCo will beneficially own approximately 77.66% (if no GWAC Common Shares are redeemed) and approximately 82.3% (if all 15.1 million of GWAC Common Shares are redeemed) of New Cipher’s common stock with sole voting and sole dispositive power over those shares and, as a result, Bitfury Top HoldCo will have the power to elect all of our directors and New Cipher will be a “controlled company” under Nasdaq corporate governance standards. For additional information, see “Risk Factors—Additional Risks Relating to Ownership of New Cipher Common Stock Following the Business Combination—Upon completion of the Business Combination, New Cipher will be a “controlled company” within the meaning of Nasdaq listing rules and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.” and “Management of New Cipher Following the Business Combination—Controlled Company Status.”

The following diagram illustrates the ownership structure of Cipher before the Business Combination:

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The following diagram illustrates the ownership structure of New Cipher immediately following the Business Combination (percentages shown as basic ownership) and (i) excludes the impact of the shares of GWAC’s underlying warrants, (ii) assumes that no public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in the trust account and (iii) assumes the transaction expenses of the parties to the Merger Agreement of approximately $44 million.

The Parties to the Business Combination

GWAC

GWAC is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses. GWAC was incorporated under the law of Delaware on June 24, 2020.

On October 22, 2021, GWAC’s completed GWAC’s IPO, with each unit consisting of one public share and one half of one public warrant, each whole public warrant to purchase one share of GWAC Common Stock at a price of $11.50, raising total gross proceeds of $150,000,000. On October 26, 2020 and November 17, 2020, the underwriters of the GWAC’s IPO partially exercised their over allotment option and purchased additional units, generating gross proceeds of $20,000,000. Since the GWAC’s IPO, GWAC’s activity has been limited to the evaluation of business combination candidates.

As of March 31, 2021, a total of $170,000,000 of the net proceeds from the IPO (including the partial exercise of the over-allotment option) and the Private Placements were in a trust account established for the benefit of the GWAC’s public shareholders. The trust fund account is invested in interest-bearing U.S. government securities and the income earned on those investments is also for the benefit of our public shareholders.

GWAC Common Stock and GWAC warrants are traded on the Nasdaq under the symbols “GWAC” and “GWACW” respectively.

The mailing address of GWAC’s principal executive office is 4265 San Felipe, Suite 603, Houston, Texas 77027. Its telephone number is (713) 468-2717. After the Closing, its principal executive office will be that of Cipher.

Merger Sub

Merger Sub is a Delaware corporation and a direct wholly owned subsidiary of GWAC formed solely for the purpose of effectuating the Merger.

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The mailing address of Merger Sub’s principal executive office is 4265 San Felipe, Suite 603, Houston, Texas 77027. Its telephone number is (713) 468-2717. After the Closing, Merger Sub will cease to exist as a separate legal entity.

Cipher

Cipher is a Delaware corporation incorporated on January 7, 2021. Cipher is an emerging technology company that plans to operate in the Bitcoin mining ecosystem in the United States.

Emerging Growth Company

GWAC is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find GWAC’s securities less attractive as a result, there may be a less active trading market for GWAC’s securities and the prices of its securities may be more volatile.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. GWAC has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, GWAC, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of GWAC’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

GWAC will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the GWAC’s IPO, (b) in which GWAC has total annual gross revenue of at least $1.07 billion, or (c) in which GWAC is deemed to be a large accelerated filer, which means the market value of GWAC’s common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which GWAC has issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

The Business Combination Proposal

Structure of the Transactions

Pursuant to the Merger Agreement, on the Closing Date, prior to the Effective Time, Merger Sub will merge with and into Cipher, with Cipher as the surviving company in the Merger and, after giving effect to such Merger, Cipher shall be a wholly owned subsidiary of GWAC. In accordance with the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each share of Cipher outstanding as of immediately prior to the Effective Time will be exchanged for 400,000 shares of the New Cipher Common Stock.

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Closing Merger Consideration

The value of the aggregate consideration to be paid to the holders of outstanding Cipher stock will be equal to the Merger Consideration. For more information regarding the sources and uses of the funds utilized to consummate the Transactions, please see the section entitled “Proposal No. 1—The Business Combination Proposal—The Merger Agreement—Merger Consideration”.

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement. For additional information, see “Proposal No. 1—The Business Combination Proposal.”

Company Support Agreement

In connection with the execution of the Merger Agreement, GWAC entered into a support agreement with Cipher and Bitfury Top HoldCo, a copy of which is attached to this proxy statement/prospectus as Annex E (the “Company Support Agreement”). Pursuant to the Company Support Agreement, Bitfury Top HoldCo agreed to, among other things, vote to adopt and approve, upon the effectiveness of the registration statement, the Merger Agreement and all other documents and transactions contemplated thereby, in each case, subject to the terms and conditions of the Company Support Agreement. For additional information, see “Proposal No. 1—The Business Combination Proposal.”

Pursuant to Company Support Agreement, Bitfury Top HoldCo also agreed to, among other things, (i) vote at any meeting of the shareholders of Cipher all of its Cipher Common Stock held of record or thereafter acquired in favor of the Merger Agreement and the transactions contemplated thereby, (ii) be bound by certain other covenants and agreements related to the Business Combination and (iii) be bound by certain transfer restrictions with respect to such securities, in each case, on the terms and subject to the conditions set forth in the Company Support Agreement.

The Company Support Agreement will terminate in its entirety, and be of no further force or effect, upon the earliest to occur of (i) the Effective Time, (ii) termination of the Merger Agreement, (iii) amendment of the Merger Agreement to decrease the consideration payable under the Merger Agreement or to change the consideration in a manner adverse to Bitfury Top HoldCo, in each case without Bitfury Top HoldCo’s consent and (iv) written agreement by the parties to the Company Support Agreement to terminate the agreement. Upon such termination of the Company Support Agreement, all obligations of the parties under the Company Support Agreement will terminate, without any liability or other obligation on the part of any party thereto to any person in respect thereof or the transactions contemplated hereby, and no party thereto will have any claim against another (and no person will have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter thereof; provided, however, that the termination of the Company Support Agreement will not relieve any party thereto from liability arising in respect of any breach of the Company Support Agreement prior to such termination.

GWAC Support Agreement

In connection with the execution of the Merger Agreement, GWAC entered into a support agreement, with Cipher, the Sponsor, GW Sponsor 2, LLC, Magnetar Financial LLC, Mint Tower Capital Management B.V., Periscope Capital, Inc. and Polar Multi-Strategy Master Fund, a copy of which is attached to this proxy statement/prospectus as Annex D (the “GWAC Support Agreement”). Pursuant to the GWAC Support Agreement, the Sponsor agreed to, among other things, (i) vote at any meeting of the shareholders of GWAC all of its shares of GWAC Common Stock held of record or thereafter acquired in favor of the Merger Agreement and the transactions contemplated thereby, (ii) be bound by certain other covenants and agreements related to the Business Combination and (iii) be bound by certain transfer restrictions with respect to such securities, prior to

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the closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the GWAC Support Agreement. For additional information, see “Proposal No. 1—The Business Combination Proposal—GWAC Support Agreement.”

Registration Rights Agreement

The Merger Agreement contemplates that, at the Closing, GWAC, Cipher, the Sponsor and Bitfury Top HoldCo will enter into the Registration Rights Agreement, a copy of which is attached to this proxy statement/prospectus as Annex H, pursuant to which GWAC will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of New Cipher Common Stock and other equity securities of New Cipher that are held by the parties thereto from time to time.

Bitfury Subscription Agreement

In connection with the execution of the Merger Agreement and concurrently with the execution of the PIPE Subscription Agreements, Bitfury Top HoldCo and GWAC entered into subscription agreement (the “Bitfury Subscription Agreement”), a copy of which is attached to this proxy statement/prospectus as Annex G. Pursuant to this agreement, Bitfury Top HoldCo agreed to subscribe for and purchase, and GWAC agreed to issue and sell to Bitfury Top HoldCo, an aggregate of 5,000,000 shares of New Cipher Common Stock at a purchase price of $10.00 per share for an aggregate of cash and/or forgiveness of outstanding indebtedness owed by Cipher to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo) of $50,000,000 as payment.

PIPE Subscription Agreements

In connection with the execution of the Merger Agreement, GWAC entered into subscription agreements with the PIPE Investors, a form of which is attached to this proxy statement/prospectus as Annex F (the “PIPE Subscription Agreements”), pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 37,500,000 shares of New Cipher Common Stock at a purchase price of $10.00 per share for an aggregate commitment of $375,000,000. The closings under the PIPE Subscription Agreements will occur substantially concurrently with the Closing, subject to, among other things, the satisfaction of each condition precedent to the Closing set forth in the Merger Agreement, all representations and warranties of GWAC contained in the PIPE Subscription Agreements being true and correct in all material respects at and as of the Closing Date, satisfaction, performance and compliance by GWAC and each PIPE Investor in all material respects with the covenants, agreements and conditions contained therein, and no amendment or modification of, or waiver with respect to the Merger Agreement that would reasonably be expected to materially and adversely, as compared to other PIPE Investors, affect the economic benefits of each PIPE Investor without having received such PIPE Investor’s prior written consent. Additionally, pursuant to the PIPE Subscription Agreements, the PIPE Investors agreed to waive any claims that they may have at the Closing or in the future as a result of, or arising out of, the PIPE Subscription Agreements with respect to, or to monies in, the trust account. For additional information, see “Proposal No. 1—The Business Combination Proposal.”

In addition, the GWAC Common Stock was originally sold in the GWAC IPO as a component of the GWAC units for $10.00 per unit. The GWAC units consist of one share of GWAC Common Stock and one-half of one GWAC warrant. As of             , 2021, the closing price on Nasdaq of GWAC Common Stock was $             per share, and the closing price of a GWAC warrant was $             per warrant. The purchase price of $10.00 per ordinary share to the PIPE Investors and Bitfury Top HoldCo, as part of the Bitfury Private Placement, reflects the expected price of New Cipher ordinary shares. None of the Sponsor or GWAC’s officers, directors or their affiliates, except I-Bankers, is a PIPE Investor. I-Bankers has agreed to invest $5,000,000 as part of the PIPE Financing.

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Master Services and Supply Agreement

At the Closing, Cipher and Bitfury Top HoldCo shall enter into a master services and supply agreement, a form of which is attached to this proxy statement/prospectus as Annex I (the “Master Services and Supply Agreement”), pursuant to which New Cipher can order certain services and/or supplies from Bitfury Top HoldCo.

Stockholder Restrictive Covenant Agreement

In connection with the execution of the Merger Agreement, Bitfury Top HoldCo and GWAC entered into a restrictive covenant agreement, a copy of which is attached to this proxy statement/prospectus as Annex J (the “Stockholder Restrictive Covenant Agreement”). Pursuant this agreement, Bitfury Top HoldCo agreed, during the term of the agreement and subject to the parameters and limitations set forth in the agreement, not to hire or solicit employees of New Cipher, not to compete with and not to disparage New Cipher. The agreement will terminate upon the earlier of seven years from the date of its execution or the termination of the Master Services and Supply Agreement.

Bitfury Restrictive Covenant Agreement

In connection with the execution of the Merger Agreement, Bitfury Holding and GWAC entered into a restrictive covenant agreement, a copy of which is attached to this proxy statement/prospectus as Annex K (the “Bitfury Restrictive Covenant Agreement”). Pursuant this agreement, Bitfury Holding agreed, during the term of the agreement and subject to the parameters and limitations set forth in the agreement, not to hire or solicit employees of New Cipher, not to compete with and not to disparage New Cipher. The agreement will terminate upon the earlier of seven years from the date of its execution or the termination of the Master Services and Supply Agreement.

Incentive Award Plan

On June 4, 2021, the GWAC Board adopted, subject to stockholder approval, an incentive award plan, a form of which is attached to this proxy statement/prospectus as Annex L (the “Incentive Award Plan”), for the purpose of providing a means through which to enhance the ability to attract, retain and motivate persons who make (or are expected to make) important contributions to New Cipher by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. The GWAC Board believes that equity awards are necessary to remain competitive and are essential to recruiting and retaining the highly qualified employees. GWAC stockholders are being asked to consider and approve the Incentive Award Plan. For additional information, see “Proposal No. 3 – The Incentive Plan Proposal.”

Letter of Transmittal

Promptly following the Effective Time, the Letter of Transmittal substantially in the form attached to this proxy statement/prospectus as Annex M, shall be send to each record holder of a Cipher Common Stock as outlined in the Merger Agreement.

Company Lock-Up Agreement

At the Closing, Cipher shall procure that Bitfury Top HoldCo shall enter into a lock-up agreement with GWAC in substantially the form attached as Annex N hereto (“Company Lock-Up Agreement”).

Sponsor Lock-Up Agreement

At the Closing, GWAC shall enter into a lock-up agreement with the Sponsor in substantially the form attached as Annex O hereto (“Sponsor Lock-Up Agreement”). The Sponsor Lock-Up Agreement provides for post-Closing lock-ups with respect to Sponsor’s shares of GWAC (but excluding any GWAC private placement units); provided that the term of the lock-up shall be two years and the lock-up will allow certain amounts of the shares to be publicly sold after 180 days, subject, in each case, to customary terms and conditions.

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Ownership of New Cipher

As of the date of this proxy statement/prospectus, there are              ordinary shares issued and outstanding, which includes an aggregate of              ordinary shares held by the Initial Shareholders, including the Sponsor. In addition, as of the date of this proxy statement/prospectus, there is outstanding an aggregate of              warrants to acquire ordinary shares, comprised of              private placement warrants held by the Anchor Investors and              public warrants. Each whole warrant entitles the holder thereof to purchase one share of New Cipher Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming that none of GWAC’s outstanding public shares are redeemed in connection with the Business Combination), GWAC’s fully diluted share capital would be              ordinary shares.

Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination, assuming (i) none of GWAC’s outstanding public shares are redeemed in connection with the Business Combination and (ii) 15.1 million of GWAC Common Stock are redeemed (and 1.9 million shares of GWAC Common Stock are not redeemed) in connection with the Business Combination.

No Redemption

Maximum Redemption

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As a result of the transactions contemplated by the Merger Agreement, GWAC expects New Cipher to add between $399,365 million and $551,065 million in cash on hand on its balance sheet as discussed above.

New Cipher intends to use these funds to finance its planned operational buildout, see “Information about Cipher—Our Planned Cryptocurrency Operations—Operational Buildout Timeline” and for general corporate purpose. Specifically, New Cipher estimates that the main uses of funds will consist of: (i) capital expenditures on hardware (including ASIC chips, miners and physical infrastructure buildout) and (ii) operating expenditures, consisting primarily of energy costs and expenditures in connection with the servicing and operation of its planned data centers. New Cipher estimates that the capital expenditures are expected to be approximately $343 thousand per MW per month and operating expenditures are expected to be approximately $25 thousand per MW per month.

Matters Being Voted On

At the Special Meeting, GWAC’s stockholders will be asked to consider and vote on the following proposals:

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Date, Time and Place of Special Meeting of GWAC’s Stockholders

The Special Meeting of stockholders will be held on                 , 2021, at     :     a.m., eastern time, in virtual format.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned shares of common stock at the close of business on                 , 2021, which is the record date for the Special Meeting, or the GWAC Record Date. Stockholders are entitled to one vote for each share of common stock that they owned as of the close of business on the GWAC Record Date. If the stockholders’ shares are held in “street name” or are in a margin or similar account, they should contact their broker, bank or other nominee to ensure that votes related to the shares they beneficially own are properly counted. On the GWAC Record Date, there were              shares of common stock outstanding, of which              are Public Shares and              are Founder Shares.

Quorum and Vote of GWAC’s shareholders

A quorum of GWAC’s shareholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the issued and outstanding common stock entitled to vote as of the GWAC Record Date is represented in person (which would include presence at a virtual meeting) or by proxy. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The common stock owned by the Named Sponsors, who currently own             % of the issued and outstanding shares of common stock, will count towards this quorum. As of the GWAC Record Date,              shares of common stock would be required to achieve a quorum.

The approval of each of the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal, if presented, will require the affirmative vote of the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to each of the Business Combination Proposal, the Incentive Plan Proposal or the Adjournment Proposal, if presented, will have no effect on the Business Combination Proposal, the Incentive Plan Proposal or the Adjournment Proposal. The Named Sponsors and its directors and officers have agreed to vote their shares of common stock in favor of each of the proposals presented at the Special Meeting.

The approval of the Charter Proposal will require the affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of common stock on the GWAC Record Date, voting together as a single class. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Proposal, will have the same effect as a vote “AGAINST” such proposal.

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The Business Combination is conditioned on the approval of the Business Combination Proposal, the Charter Proposal, and the Incentive Plan Proposal at the Special Meeting, subject to the terms of the Merger Agreement. The Business Combination is not conditioned on the Director Election Proposal or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote.

Redemption Rights

Holders of Public Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or abstain from voting on, the Business Combination Proposal. Any stockholder holding Public Shares may demand that GWAC redeem such shares for a pro rata portion of the trust account (which, for illustrative purposes, was $                 per share as of                 , 2021, the GWAC Record Date), calculated as of two business days prior to the anticipated consummation of the Business Combination. If a holder properly seeks redemption as described in this section and the Business Combination with Cipher is consummated, GWAC will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the Business Combination.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 10% of the Public Shares without the consent of GWAC.

Accordingly, all Public Shares in excess of 10% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash without the consent of GWAC.

Appraisal Rights

Neither stockholders, unitholders nor warrant holders of GWAC have appraisal rights in connection the Business Combination under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. GWAC has engaged              to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares during the meeting if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of GWAC’s Stockholders—Revoking Your Proxy.”

Interests of GWAC’s Directors and Executive Officers in the Business Combination

The Sponsor, GWAC’s executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on GWAC’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. GWAC’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, GWAC’s officers or directors or their affiliates and will determine the type and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on GWAC’s behalf.

In addition, in order to finance transaction costs in connection with an intended initial business combination, GWAC’s initial stockholders or an affiliate of GWAC’s initial stockholders or certain of GWAC’s officers and directors may, but are not obligated to, loan GWAC funds as may be required. If GWAC completes an initial business combination, GWAC would repay such loaned amounts. In the event that the initial business combination does not close, GWAC may use a portion of the working capital held outside the trust account to

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repay such loaned amounts but no proceeds from GWAC’s trust account would be used for such repayment. Up to $1,500,000 of such loans may be, at the option of the lender, convertible into units at a price of $10.00 per unit of the post business combination entity. The units would be identical to the private placement units, including as to exercise price, exercisability and exercise period of the underlying warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. GWAC does not expect to seek loans from parties other than GWAC’s initial stockholders or an affiliate of GWAC’s initial stockholders or certain officers and directors as GWAC does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in GWAC’s trust account.

Douglas C. Wurth is the Co-Chairman and Director of GWAC. He is also the Chairman of 500 N 4th Street LLC, doing business as Standard Power (“Standard Power”), and owns a controlling interest in Perpetual Power LLC which in turn owns a majority of the equity interest in Standard Power. Prior to GWAC’s consideration of the Business Combination, Standard Power was in negotiations with Bitfury Holding B.V. (“Bitfury Holding”) to provide full hosting and transmission infrastructure to accommodate Bitcoin mining in the United States. The relationship between Standard Power led to Mr. Wurth introducing the Bitfury Group and Cipher to GWAC.

On April 1, 2021 Standard Power and Cipher entered into a hosting agreement in connection with facilities controlled by Standard Power in the state of Ohio (“SP Facilities”). For further information on the Standard Power Hosting Agreement, see “Information about Cipher—Material Agreements”. Standard Power also entered into an agreement with one of Bitfury Top HoldCo’s affiliates pursuant to which Standard Power plans to purchase sufficient specialized containerized data centers to satisfy its obligations under the Standard Power Hosting Agreement.

I-Bankers serves as advisor to GWAC in connection with our business combination. I-Bankers’ responsibilities include assisting us in holding meetings with our stockholders to discuss the potential business combination and the target business’s attributes, introducing us to potential investors that are interested in purchasing our securities in connection with the potential business combination, assisting us in obtaining stockholder approval for the business combination, and assisting us with our press releases and public filings in connection with the business combination. We will pay I-Bankers a cash fee for such services immediately before or after the consummation of our initial business combination in an amount equal to, in the aggregate, $7,650,000 or 4.5% of the gross proceeds of the GWAC’s IPO, including the proceeds from the partial exercise of the over-allotment option. One of our directors, Paul Fratamico, is an associated person and a Managing Director of I-Bankers. Mr. Fratamico may have a conflict of interest insofar, I-Bankers, will receive a cash fee for its services upon the consummation on an initial business combination in the amount of $7,650,000.

Board of Directors following the Business Combination

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.

Please see the sections entitled “Proposal No. 4—The Director Election Proposal” and “Management of the New Cipher Following the Business Combination” for additional information.

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Recommendation to Stockholders

The GWAC Board believes that the Business Combination Proposal and the other Proposals to be presented at the Special Meeting are fair to, and in the best interest of, GWAC’s stockholders and unanimously recommends that its stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Director Election Proposal, “FOR” the Nasdaq Proposal, and “FOR” the Adjournment Proposal, if presented.

When you consider the GWAC Board’s recommendation of the Proposals, you should keep in mind that the Sponsor and GWAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of GWAC stockholders generally. Please see the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of GWAC’s Directors and Executive Officers in the Business Combination” for additional information. The GWAC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the GWAC stockholders that they vote “FOR” the proposals presented at the special meeting.

Conditions to Closing of Transactions

Conditions to Each Party’s Obligations

The respective obligations of each party to the Merger Agreement to consummate the transactions contemplated by the Business Combination are subject to the satisfaction or, if permitted by applicable law, waiver by the party whose benefit such condition exists of the following conditions:

Other Conditions to the Obligations of GWAC

The obligations of GWAC to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or, if permitted by applicable law, waiver by GWAC of the following further conditions:

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Other Conditions to the Obligations of Cipher

The obligations of Cipher to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or, if permitted by applicable law, waiver by Cipher of the following further conditions:

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Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, GWAC will be treated as the “acquired” company for accounting purposes, and the Business Combination will be treated as the equivalent of Cipher issuing stock for the net assets of GWAC, accompanied by a recapitalization. The net assets of GWAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Cipher.

Cipher has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

The preponderance of evidence as described above is indicative that Cipher is the accounting acquirer in the Business Combination.

U.S. Federal Income Tax Considerations

For a discussion summarizing the U.S. federal income tax considerations of the exercise of redemption rights, please see “U.S. Federal Income Tax Considerations.”

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain transactions may not be consummated unless information has been furnished to the Antitrust Division and the FTC and certain waiting period requirements have been satisfied. The Cipher portion of the Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. GWAC and Cipher have filed the required forms under the HSR Act with the Antitrust Division and the FTC and requesting early termination. The statutory HSR waiting period for the HSR Act expired on April 19, 2021.

At any time before or after consummation of the Business Combination, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities the United States or any other applicable jurisdiction could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of Cipher’s assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. GWAC cannot assure you that the

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Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, GWAC cannot assure you as to its result.

None of GWAC or Cipher are aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Risk Factors

In evaluating the proposals to be presented at the special meeting, you should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”

These risk factors include, but are not limited to, the following:

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Cash flow data:

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COMPARATIVE PER SHARE DATA

The following table sets forth selected historical comparative share information for GWAC and Cipher and unaudited pro forma condensed combined per share information of the combined company after giving effect to the Business Combination and related transactions, assuming two redemption scenarios as follows:

Assuming No Redemption - this scenario assumes that no shares of GWAC Common Stock are redeemed; and

Assuming Maximum Redemption – this scenario assumes that 15,077,860 shares of GWAC Common Stock are redeemed (and 1,922,140 shares of GWAC Common Stock are not redeemed) for an aggregate payment of approximately $150.8 million (based on the estimated per share redemption price of approximately $10.00 per share) from the Trust Account. This scenario assumes the maximum amount of redemptions that would still satisfy the Available Closing GWAC Cash requirement of $400.0 million provided for in the Merger Agreement.

The pro forma book value information reflects the Business Combination and related transactions as if they had occurred on March 31, 2021. The weighted average shares outstanding and net loss per share information give pro forma effect to the Business Combination and related transactions as if they had occurred on June 24, 2020.

This information is only a summary and should be read together with the selected historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of GWAC and Cipher and related notes that are included elsewhere in this proxy statement/ prospectus. The unaudited pro forma combined per share information of GWAC and Cipher is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/ prospectus.

The unaudited pro forma combined earnings (loss) per share information below does not purport to represent the earnings (loss) per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of GWAC and Cipher would have been had the companies been combined during the periods presented:

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RISK FACTORS

GWAC’s shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this proxy statement/prospectus.

Unless the context otherwise requires, all references in this subsection to the “Company,” “Cipher,” “we,” “us” or “our” refer to the business of Cipher prior to the consummation of the Business Combination, which will be the business of New Cipher following the consummation of the Business Combination.

Risks Related to Cipher’s Limited Operating History and Early Stage of Growth

We are in an early stage of development. If we are not able to develop our business as anticipated, we may not be able to generate revenues or achieve profitability and you may lose your investment.

Having been incorporated only in January 7, 2021, we have no operating history and have not earned any revenues to date. Our primary business activities will be focused on the development and operation of our cryptocurrency mining business, specializing in Bitcoin. Although we believe that our business model has significant profit potential, we may not attain profitable operations and our management may not succeed in realizing our business objectives. If we are not able to develop our business as anticipated, we may not be able to generate revenues or achieve profitability and you may lose your investment.

Our lack of operating history makes evaluating our business and future prospects difficult and increases the risk of an investment in our securities.

We are a recently formed entity, which currently has no operations and therefore has no meaningful operating history upon which an investor may evaluate our business, prospects, financial condition and operating results. It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. Furthermore, we plan to focus our business on cryptocurrency, and specifically Bitcoin, mining, a new and developing field, which could further exacerbate the risks involved in our business, see “—Risks Related to Cryptocurrency—Acceptance and widespread use of cryptocurrency, in general, and Bitcoin, specifically, is uncertain.” In the event that actual results differ from our estimates or we adjust our estimates in future periods, our business, prospects, financial condition and operating results could be adversely affected.

The projected financial information appearing elsewhere in this proxy statement/prospectus has been prepared with assistance from our management and reflects current estimates of future performance. The projected results depend on the successful implementation of our management’s growth strategies and are based on assumptions and events over which we have only partial or no control. The assumptions underlying such projected information require the exercise of judgment and may not occur, and the projections are subject to uncertainty due to the effects of economic, regulatory, legislative, business, competitive, political and other changes.

Furthermore, we are separate from Bitfury Top HoldCo and the Bitfury Group and the past performance of any entities of the Bitfury Group, or the Bitfury Group as a whole, is not comparable to our planned operations and future performance in the United States.

There is substantial doubt about our ability to continue as a going concern.

The report of our independent registered public accounting firm on our financial statements for the period from January 7, 2021 (inception) through January 31, 2021 included an explanatory paragraph expressing management’s assessment and conclusion that there is substantial doubt about our ability to continue as a going concern, citing our lack of cash and a working capital deficiency among other factors. For further information,

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see “Cipher’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”. Our ability to continue as a going concern will be determined by our ability to complete the Business Combination and generate sufficient cash flow to build and sustain our operations and/or raise additional capital in the form of debt or equity financing. We believe that the inclusion of a going concern explanatory paragraph in the report of our registered public accounting firm will make it more difficult for us to secure additional financing or enter into strategic relationships on terms acceptable to us, if at all, and likely will materially and adversely affect the terms of any financing that we might obtain. Our consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Our business and the markets in which we plan to operate are new and rapidly evolving, which makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.

We have not earned any revenues to date and expect to incur losses until we are able to commence our operations. These losses could increase as we continue to work to develop our business. We plan to focus on cryptocurrency mining business, specializing in Bitcoin. Specifically, we plan to begin our initial buildout phase with a set-up of cryptocurrency mining facilities in four sites in the United States (three in Texas and one in Ohio), see “Information about Cipher—Our Planned Cryptocurrency Operations—Operational Buildout Timeline”. Our business and the markets in which we plan to operate are new and rapidly evolving, which makes it difficult to evaluate and assess our future prospects and the risks and challenges that we may encounter. These risks and challenges include, among others, our ability to:

Our strategy may not be successful, and we may never become profitable. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. If the risks and uncertainties that we plan for when establishing and operating our business are incorrect or change, or if we fail to manage these risks successfully, our results of operations could differ materially from our expectations and our business, prospects, financial condition and operating results could be adversely affected.    

In the future, we may need to raise additional capital, which may not be available on terms acceptable to us, or at all.

We believe that the cash that we expect to obtain from the Business Combination, together with cash we expect to generate from future operations, will be sufficient to meet our working capital and capital expenditure requirements in the near future. However, from time to time, we may require additional capital to respond to technological advancements, competitive dynamics or technologies, customer demands, business opportunities, challenges, acquisitions or unforeseen circumstances. Accordingly, we may determine to engage in equity or debt financings or enter into credit facilities for the above-mentioned or other reasons.

We may not be able to timely secure additional debt or equity financing on favorable terms, or at all. If we raise additional funds through equity financing, our existing stockholders could experience significant dilution.

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Furthermore, any debt financing obtained by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited.

Risks Related to Cipher’s Business, Industry and Operations following the Business Combination

Risks Related to Cipher’s Business

Our operating results may fluctuate due to the highly volatile nature of cryptocurrencies in general and, specifically, Bitcoin.

All of our sources of revenue will be dependent on cryptocurrencies and, specifically, Bitcoin and the broader blockchain and Bitcoin mining ecosystem. Due to the highly volatile nature of the cryptocurrency markets and the prices of cryptocurrency assets, our operating results may fluctuate significantly from quarter to quarter in accordance with market sentiments and movements in the broader cryptocurrency ecosystem. Our operating results may fluctuate as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including:

As a result of these factors, it may be difficult for us to forecast growth trends accurately and our business and future prospects are difficult to evaluate, particularly in the short term. In view of the rapidly evolving nature of our business and the Bitcoin mining ecosystem, period-to-period comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication of future performance. Quarterly and annual expenses reflected in our financial statements may be significantly different from historical or projected rates, and our operating results in one or more future quarters may fall below the expectations of securities analysts and investors.

If we are unable to successfully maintain our power and hosting arrangements or secure the sites for our data centers, on acceptable terms or at all or if we must otherwise relocate to replacement sites, our operations may be disrupted, and our business results may suffer.

As part of our initial buildout phase, we plan to set up cryptocurrency mining facilities (or sites) in at least four cities in the United States, with three in Texas and one in Ohio. Subject to completion of the Business

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Combination, we plan to begin deployment of capacity in one city in Ohio and one of the cities in Texas in the fourth quarter of 2021. We could set up multiple cryptocurrency mining sites per city. For further details on our planned initial buildout phase, see “Information about Cipher—Our Planned Cryptocurrency Operations—Operational Buildout Timeline”. In connection with the Business Combination, we entered into definitive power and hosting arrangements with Standard Power, WindHQ and Luminant, which intend to cover sites for our data centers in at least four planned cities referenced above. For further details, see “Information about Cipher—Material Agreements—Power Arrangements and Hosting Arrangements”. Furthermore, although these definitive agreements include provisions allowing us to secure the sites for our data centers, actually securing these sites on terms acceptable to our management team may not occur within our timing expectations or at all. Securing the sites for our data centers may also be subject to various governmental approvals and require entry into ancillary agreements. Our inability to secure the sites for our data centers could adversely impact the anticipated timing of our initial buildout phase and therefore the time by which we are able to commence our operations.

If we are forced to locate alternative sites, we may not be successful in identifying adequate replacement sites to house our miners. Even if we identify such sites, we may not be successful in leasing the necessary facilities at rates that are economically viable to support our mining activities.

Even if we successfully secure the sites for our data centers, in the future, we may not be able to renew those on acceptable terms, in which case we would need to relocate our established mining operations. Relocating any mining operation may force us to incur the costs to transition to a new facility including, but not limited to, transportation expenses and insurance, downtime while we are unable to mine, legal fees to negotiate the new lease, de-installation at our current facility and, ultimately, installation at any new facility we identify. These costs may be substantial, and we cannot guarantee that we will be successful in transitioning our miners to a new facility. Such circumstances could have a material adverse effect on our business, prospects, financial condition, and operating results.

We may depend on third parties to provide us with certain critical equipment and may rely on components and raw materials that may be subject to price fluctuations or shortages, including ASIC chips that have been subject to an ongoing significant shortage. Equipment orders for our initial buildout phase would typically require payments in advance, and we would expect to receive the funds for those upon Closing.

In order to build and sustain our operations we will depend on third parties to provide us with ASIC chips and other critical components for our mining equipment, which may be subject to price fluctuations or shortages. For example, the ASIC chip is the key component of a mining machine as it determines the efficiency of the device. The production of ASIC chips typically requires highly sophisticated silicon wafers, which currently only a small number of fabrication facilities, or wafer foundries, in the world are capable of producing. We believe that the current microchip shortage that the entire industry is experiencing leads to price fluctuations and disruption in the supply of key miner components. Specifically, the ASIC chips have recently been subject to a significant price increases and shortages.

We plan to fund our initial buildout phase with cash that we expect to obtain in connection with the Business Combination. For further details, see “Summary of the Proxy Statement/Prospectus—The Business Combination Proposal—Sources and Uses of Funds for the Business Combination.” We have no operating history and have not earned any revenues to date. We cannot order ASIC chips or other equipment or services without advance payments as ASIC chip manufacturers and suppliers typically do not guarantee reserve foundry capacity or supplies without substantial order deposits. We would generally expect to fund our purchases of ASIC chips and other equipment and services with the funds received upon Closing or potentially utilize our existing loan facility for some of the initial orders. There is a significant risk that we may not be able to timely place our purchase orders to ensure sufficient supply of the required equipment at prices acceptable to us or at all. Thus, we cannot guarantee that we will be able to initiate or progress our initial buildout phase as planned. Furthermore, any delays in connection with the Closing would further exacerbate that risk.

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Our ability to source ASIC chips and other critical components in a timely matter and at an acceptable price and quality level is critical to our operational buildout timeline and the development under our current business model. See “Information about Cipher—Bitcoin Mining Technology—ASIC chips”. We will be exposed to the risk of disruptions or other failures in the overall global supply chain for cryptocurrency hardware. This is particularly relevant to the ASIC chip production since there is only a small number of fabrication facilities capable of such production, which increases our risk exposure to manufacturing disruptions or other supply chain failures. For further details see “— We are exposed to risks related to disruptions or other failures in the supply chain for cryptocurrency hardware and difficulties in obtaining new hardware.”

There is also a risk that a manufacturer or seller of ASIC chips or other necessary mining equipment may adjust the prices according to Bitcoin, other cryptocurrency prices or otherwise, so the cost of new machines could become unpredictable and extremely high. As a result, at times, we may be forced to obtain miners and other hardware at premium prices, to the extent they are even available. Such events could have a material adverse effect on our business, prospects, financial condition, and operating results.

Bitcoin mining activities are energy-intensive, which may restrict the geographic locations of miners and have a negative environmental impact. Government regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining operations, such as ours, or even fully or partially ban mining operations.

Mining Bitcoin requires massive amounts of electrical power, and electricity costs are expected to account for a significant portion of our overall costs. The availability and cost of electricity will restrict the geographic locations of our mining activities. Any shortage of electricity supply or increase in electricity costs in any location where we plan to operate may negatively impact the viability and the expected economic return for Bitcoin mining activities in that location.

Further, our business model can only be successful and our mining operations can only be profitable if the costs, including electrical power costs, associated with Bitcoin mining are lower than the price of Bitcoin itself. As a result, any mining operation we establish can only be successful if we can obtain sufficient electrical power for that site on a cost-effective basis, and our establishment of new mining data centers requires us to find sites where that is the case. Even if our electrical power costs do not increase, significant fluctuations in, and any prolonged periods of, low Bitcoin prices may also cause our electrical supply to no longer be cost-effective.

In connection with the Business Combination, we entered into separate definitive power and hosting arrangements with each of Standard Power, WindHQ and Luminant, which intend to cover sites for our data centers in at least four planned cities where we expect to begin our initial buildout phase. For further details, see “Information about Cipher—Material Agreements—Power Arrangements and Hosting Arrangements”. If our counterparties fail to perform their obligations under these agreements, we may be forced to look for alternative power providers. There is no assurance that we will be able to find such alternative suppliers on acceptable terms in a timely manner or at all. See also “—We are exposed to risk of nonperformance by counterparties, including our counterparties under the power and hosting arrangements.”

Furthermore, there may be significant competition for suitable cryptocurrency mining sites, and government regulators, including local permitting officials, may potentially restrict our ability to set up cryptocurrency mining operations in certain locations. They can also restrict the ability of electricity suppliers to provide electricity to mining operations in times of electricity shortage, or may otherwise potentially restrict or prohibit the provision of electricity to mining operations. For example, in 2018, the board of commissioners of Chelan County Public Utility District in Washington voted to stop reviewing applications for mining facilities following a review of the impact of existing operations. While we are not aware of the existence of any such restrictions in our planned mining locations in Texas and Ohio, new ordinances and other regulations at the federal, state and local levels can be introduced at any time. Specifically, those can be triggered by certain adverse weather conditions or natural disasters, see “—We will be vulnerable to severe weather conditions and natural disasters,

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including severe heat, earthquakes, fires, floods, hurricanes, as well as power outages and other industrial incidents, which could severely disrupt the normal operation of our business and adversely affect our results of operations.”

Furthermore, if cryptocurrency mining becomes more widespread, government scrutiny related to restrictions on cryptocurrency mining facilities and their energy consumption may significantly increase. The considerable consumption of electricity by mining operators may also have a negative environmental impact, including contribution to climate change, which could set the public opinion against allowing the use of electricity for Bitcoin mining activities or create a negative consumer sentiment and perception of Bitcoin, specifically, or cryptocurrencies, generally. This, in turn, could lead to governmental measures restricting or prohibiting cryptocurrency mining or the use of electricity for Bitcoin mining activities. Any such development in the jurisdictions where we plan to operate could increase our compliance burdens and have a material adverse effect on our business, prospects, financial condition, and operating results. Government regulators in other countries may also ban or substantially limit their local cryptocurrency mining activities, which could have a material effect on our supply chains for mining equipment or services and the price of Bitcoin. It could also increase our domestic competition as some of those cryptocurrency miners or new entrants in this market may consider moving their cryptocurrency mining operations or establishing new operations in the United States. For further details on our competition, see “—We will operate in a highly competitive industry and we compete against unregulated or less regulated companies and companies with greater financial and other resources, and our business, operating results, and financial condition may be adversely affected if we are unable to respond to our competitors effectively.”

Additionally, our mining operations could be materially adversely affected by power outages and similar disruptions. Given the power requirements for our mining equipment, it would not be feasible to run this equipment on back-up power generators in the event of a government restriction on electricity or a power outage. If we are unable to receive adequate power supply and are forced to reduce our operations due to the availability or cost of electrical power, it would have a material adverse effect on our business, prospects, financial condition, and operating results.

We may be affected by price fluctuations in the wholesale and retail power markets.

While the majority our power and hosting arrangements contain fixed power prices, some also contain certain price adjustment mechanisms in case of certain events. Furthermore, a portion of our power and hosting arrangements includes merchant power prices, or power prices reflecting market movements.

Market prices for power, generation capacity and ancillary services, are unpredictable. Depending upon the effectiveness of any price risk management activity undertaken by us, an increase in market prices for power, generation capacity, and ancillary services may adversely affect our business, prospects, financial condition, and operating results. Long- and short-term power prices may fluctuate substantially due to a variety of factors outside of our control, including, but not limited to:

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If we are unable to secure power supply at prices or on terms acceptable to us, it would have a material adverse effect on our business, prospects, financial condition, and operating results.

We will be vulnerable to severe weather conditions and natural disasters, including severe heat, earthquakes, fires, floods, hurricanes, as well as power outages and other industrial incidents, which could severely disrupt the normal operation of our business and adversely affect our results of operations.

Our business will be subject to the risks of severe weather conditions and natural disasters, including severe heat, earthquakes, fires, floods, hurricanes, as well as power outages and other industrial incidents, any of which could result in system failures, power supply disruptions and other interruptions that could harm our business. As a substantial portion of our business and operations will be located in Texas and Ohio, we will be particularly vulnerable to disruptions affecting those states.

For example, in February 2021, Texas was hit with a major winter storm, which triggered power outages across the state for several days and left millions of homes, offices and factories without power. Although the power outages did not have a material impact on our power suppliers, future power outages may disrupt our business operations and adversely affect our results of operations. Furthermore, the grid damages that occurred in Texas could potentially lead to delays and increased prices in our procurement of certain equipment essential to our operations, such as switchgears, cables and transformers. This could adversely impact the anticipated timing of our initial buildout phase and therefore the time by which we are able to commence our operations.

While we anticipate that the majority of our power and hosting arrangements will contain fixed power prices, some portion of our power arrangements is expected to have merchant power prices, or power prices reflecting the market movements. In an event of a major power outage, such as the abovementioned power outage in Texas, the merchant power prices could be too high to make Bitcoin mining profitable. Furthermore, even the fixed-price power arrangements would still depend upon prevailing market prices to some degree. To extent the power prices increase significantly as result of severe weather conditions, natural disasters or any other causes, resulting in contract prices for power being significantly lower than current market prices, the counterparties under our power and hosting arrangements may refuse to supply power to us during that period of fluctuating prices, see “—We are exposed to risk of nonperformance by counterparties, including our counterparties under our power and hosting arrangements.”

From time to time, we may consider protecting against power price movements by adopting a more risk averse power procurement strategy and hedging our power purchase prices, which would translate into additional hedging costs for us.

Furthermore, events such as the aforementioned outage in Texas may lead federal, state or regional government officials to introduce new legislation and requirements on power providers that may result in, among other things, restrictions on cryptocurrency mining operations in general.

We do not plan to carry business interruption insurance sufficient to compensate us for the losses that may result from interruptions in our operations as a result of system failures. A system outage or data loss, caused by it, could have a material adverse effect on our business, prospects, financial condition, and operating results.