Cipher Digital Inc. (NASDAQ:CIFR) ("Cipher" or the "Company") a leading developer, owner, and operator of industrial-scale data centers, today announced that its wholly-owned subsidiary, Stingray Compute LLC (the "Issuer"), intends to offer, subject to market conditions and other factors, $810.0 million aggregate principal amount of senior secured notes due 2031 (the "Notes"), in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act.

The Issuer intends to use the net proceeds from the offering to (1) finance the remaining cost of the data center (the "Stingray Facility"), (2) reimburse the Company for approximately $63.6 million of prior equity contributions to Cipher Stingray LLC ("Cipher Stingray"), a wholly-owned direct subsidiary of the Issuer, used to fund capital expenditures relating to the Stingray Facility and (3) fund debt service reserves.