Item 2.02 Results of Operations and Financial Condition.
On May 10, 2022, Cipher Mining, Inc. (the “Company”) announced its results for
the three months ended March 31, 2022. The full text of the press release issued
in connection with the announcement is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On May 10, 2022, the Company posted a Presentation to its website at
https://investors.ciphermining.com (the “Presentation”). A copy of the
Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The Company expects to use the Presentation, in whole or in part, and possibly
with modifications, in connection with the earnings call with investors,
analysts and others.
The information contained in the Presentation is summary information that is
intended to be considered in the context of the Company’s Securities and
Exchange Commission (“SEC”) filings and other public announcements that the
Company may make, by press release or otherwise, from time to time. The
Presentation speaks only as of the date of this Current Report on Form 8-K. The
Company undertakes no duty or obligation to publicly update or revise the
information contained in the Presentation, although it may do so from time to
time. Any such updating may be made through the filing of other reports or
documents with the SEC, through press releases or through other public
disclosure. In addition, the exhibit furnished herewith contains statements
intended as “forward-looking statements” that are subject to the cautionary
statements about forward-looking statements set forth in such exhibit. By
furnishing the information contained in the Presentation, the Company makes no
admission as to the materiality of any information in the Presentation that is
required to be disclosed solely by reason of Regulation FD.
The information in Item 7.01 and 2.02 of this Current Report on Form 8-K
(including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly
provided by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
The following exhibits related to Item 2.02 and Item 7.01 shall be deemed to be
furnished, and not filed:
Exhibit Number Description 99.1 Press Release of the Company, dated May 10, 2022 99.2 Presentation of the Company, dated May 10, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1
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