GWAC Merger Agreement
Company: Cipher Mining
The claim, verbatim
Cipher Mining Technologies Inc. to merge with Currency Merger Sub (GWAC subsidiary) with Cipher surviving as wholly-owned subsidiary; GWAC to rename to Cipher Mining Inc.; 500 Cipher Common Stock shares to be exchanged for 200,000,000 New Cipher Common Stock shares
Source (primary)
Cipher Mining 424B3 filed 2021-08-02 (SEC EDGAR, sec_filing)
View cached copy (2026-09-13)Live source ↗
Quote: “the merger of Currency Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of GWAC with and into Cipher Mining Technologies Inc., with Cipher surviving the Merger as a wholly owned subsidiary of GWAC...GWAC will change its name to "Cipher Mining Inc."...the 500 shares of Cipher Common Stock outstanding as of immediately prior to the Effective Time will be exchanged for 200,000,000 shares of New Cipher”
How we checked this
Checked on September 22, 2026. The cited source supports every part of this claim.
The document establishes the merger structure, Cipher's survival as a subsidiary, the name change to Cipher Mining Inc., and the exchange of 500 Cipher shares for 200,000,000 New Cipher shares.
Confirmed in the source:
- Currency Merger Sub, Inc., a direct wholly owned subsidiary of GWAC, will merge with and into Cipher Mining Technologies Inc.
- Cipher will survive the merger as a wholly owned subsidiary of GWAC
- GWAC will change its name to Cipher Mining Inc.
- the 500 shares of Cipher Common Stock outstanding immediately prior to the Effective Time will be exchanged for 200,000,000 shares of New Cipher
What we did: Read our cached copy of SEC EDGAR (https://www.sec.gov/Archives/edgar/data/1819989/000119312521233343/d127963d424b3.htm) in full (2,299,100 characters, retrieved September 13, 2026) and checked each assertion in the claim against it.
Additional evidence
confirms Cipher Mining 424B3 filed 2021-08-02
Quote: “the merger of Currency Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of GWAC with and into Cipher Mining Technologies Inc., with Cipher surviving the Merger as a wholly owned subsidiary of GWAC...GWAC will change its name to "Cipher Mining Inc."...the 500 shares of Cipher Common Stock outstanding as of immediately prior to the Effective Time will be exchanged for 200,000,000 shares of New Cipher”