Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
September 10 2024 - 7:17PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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(Title of Class of Securities)
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Stijn Ehren
Strawinskylaan 3051
1077ZX Amsterdam, the Netherlands
+31 6 29 94 48 88
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
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September 6, 2024
(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note. Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 17253J106
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
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Bitfury Holding B.V.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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The Netherlands |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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-0- |
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.5%
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14
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TYPE OF REPORTING PERSON (See Instructions)
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CO
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CUSIP No. 17253J106
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
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Bitfury Top HoldCo B.V.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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The Netherlands |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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-0- |
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.1%
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14
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TYPE OF REPORTING PERSON (See Instructions)
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CO
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CUSIP No. 17253J106
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
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Bitfury Group Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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England and Wales
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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-0- |
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.1%
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14
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TYPE OF REPORTING PERSON (See Instructions)
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CO
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CUSIP No. 17253J106
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
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V3 Holding Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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-0- |
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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30.4%
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14
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TYPE OF REPORTING PERSON (See Instructions)
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CO
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CUSIP No. 17253J106
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
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Valerijs Vavilovs
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Georgia
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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-0- |
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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30.4%
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14
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TYPE OF REPORTING PERSON (See Instructions)
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IN
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CUSIP No. 17253J106
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SCHEDULE 13D
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Explanatory Note
This Amendment No. 9 (“Amendment No. 9”) to Schedule 13D relates to shares
of common stock, par value $0.001 per share (the “Common Stock”), of Cipher Mining Inc., a Delaware corporation (the “Issuer”), and amends and supplements the initial statement on Schedule 13D originally filed with the Securities and Exchange
Commission (the “SEC”) by the Reporting Persons on September 23, 2021, as amended by Amendment No. 1 to Schedule 13D filed with the SEC by the Reporting Persons on April 12, 2022, Amendment No. 2 to Schedule 13D filed with the SEC by the Reporting
Persons on November 9, 2023, Amendment No. 3 to Schedule 13D filed with the SEC by the Reporting Persons on January 24, 2024, Amendment No. 4 to Schedule 13D filed with the SEC by the Reporting Persons on February 26, 2024, Amendment No. 5 to
Schedule 13D filed with the SEC by the Reporting Persons on May 16, 2024, Amendment No. 6 to Schedule 13D filed with the SEC by the Reporting Persons on June 13, 2024, Amendment No. 7 to Schedule 13D filed with the SEC by the Reporting Persons on
June 28, 2024 and Amendment No. 8 to Schedule 13D filed with the SEC by the Reporting Persons on September 4, 2024 (the “Original Schedule 13D,” and as amended by Amendment No. 9, the “Schedule 13D”). Capitalized terms used but not defined in this
Amendment No. 9 shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
As of the date of this Amendment No. 9, Bitfury has completed the sale of the second and final tranche of shares of Common
Stock allocated for the benefit of the Bitfury Beneficiaries, consisting of approximately 9.5 million shares, as described in Amendment No. 8 to Schedule 13D filed with the SEC by the Reporting Persons on September 4, 2024.
Item 5. Interest in Securities of the Issuer.
Items 5(a) - (b) of the Schedule 13D are hereby amended and restated to read as follows:
The following sets forth, as of September 10, 2024, the aggregate number of shares of Common Stock of the Issuer and percentage of Common Stock of the Issuer beneficially owned by each of the
Reporting Persons, as well as the number of shares of Common Stock of the Issuer as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct
the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 328,941,426 shares of Common Stock outstanding as of August 12, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q
filed with the SEC on August 13, 2024:
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Reporting Person
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Amount
beneficially
owned
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Percent
of class
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Sole power
to vote or
to
direct the
vote
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Shared
power to
vote or to
direct the
vote
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Sole power
to dispose
or to direct
the
disposition
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Shared
power to
dispose or to
direct the
disposition
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Bitfury Holding B.V.
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4,821,560
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1.5
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%
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0
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4,821,560
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0
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4,821,560
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Bitfury Top HoldCo B.V.
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49,733,104
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15.1
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%
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0
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49,733,104
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0
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49,733,104
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Bitfury Group Limited
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49,733,104
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15.1
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%
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0
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49,733,104
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0
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49,733,104
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V3 Holding Limited
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100,047,588
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30.4
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%
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0
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100,047,588
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0
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100,047,588
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Valerijs Vavilovs
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100,047,588
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30.4
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%
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0
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100,047,588
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0
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100,047,588
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Bitfury Holding is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo is the record holder of
44,911,544 shares of Common Stock and is the sole owner of Bitfury Holding. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding.
V3 is the direct holder of 50,314,484 shares of Common Stock. Valerijs Vavilovs is the sole owner of V3, which is the
majority owner of BGL. BGL is the sole owner of Bitfury Top HoldCo. As a result of the foregoing relationships, each of Mr. Vavilovs, V3 and BGL may be deemed to share beneficial ownership of the Common Stock beneficially owned by Bitfury
Top Holdco, and Mr. Vavilovs is deemed to share beneficial ownership of the Common Stock beneficially owned by V3.
Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
As disclosed in Item 4 hereto, the Reporting Persons have engaged in the following sales subsequent to the filing of
Amendment No. 8 to Schedule 13D filed with the SEC by the Reporting Persons on September 4, 2024. All sales were made by Bitfury Top HoldCo.
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Date
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Number of Shares Sold
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Price Per Share
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Price Range Per Share
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September 5, 2024
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1,421,663
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$2.92
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-
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September 5, 2024
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479,449*
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$2.93
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$2.87 to $3.03
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September 6, 2024
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1,421,663
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$2.74
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-
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September 6, 2024
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479,449*
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$2.75
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$2.66 to $2.97
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September 9, 2024
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1,421,663
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$2.87
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-
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September 9, 2024
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479,449*
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$2.87
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$2.74 to $2.96
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September 10, 2024
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1,421,663
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$2.97
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-
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September 10, 2024
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575,641*
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$2.96
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$2.84 to $3.12
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* Indicates sales made on the open market to cover tax withholding. All other sales were made directly to the
Bitfury Beneficiaries.
Item 7. Materials to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
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Exhibit
Number
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Description
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Joint Filing Agreement, dated as of September 10, 2024
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dates: September 10, 2024
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the
completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 10th day of September, 2024.
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