Canaan Acquires Cipher’s Interests in Bitcoin Mining Joint Venture

Cleary Gottlieb represented Canaan Inc. (Canaan), a global leader and innovator in the field of cryptocurrency mining, in its acquisition of Cipher Mining Technologies Inc.’s (Cipher) 49% equity interest in the joint venture comprising Alborz LLC, Bear LLC, and Chief Mountain LLC (collectively, the ABC projects).

Upon closing of the transaction, Canaan acquired Cipher’s 49% stake in the ABC projects, while WindHQ LLC (WindHQ) maintains its 51% stake. As part of the transaction, Canaan also acquired 6,840 Canaan Avalon A15Pro-AVG-221T mining rigs from Cipher. Cipher originally purchased the mining rigs from Canaan in July 2025 for use at Cipher’s Black Pearl site, which is being converted into an AI-HPC data center.

The total consideration for the transaction was approximately $39.75 million, funded through the issuance of 806.44 million Canaan Class A ordinary shares to Cipher, equivalent to 53.76 million American depositary shares (ADS), priced at $0.7394 per ADS and subject to a lock-up period of six months.

For more information, please see the press release.

The Cleary corporate team included partner James Jian Hu and associates Augusta Wills, Edna Turay, and Chidire Ezeh. Partner Chase Kaniecki and associates B.J. Altvater and Kerry Mullins advised on compliance matters. Partner Bill McRae and associate Banu Dzhafarova advised on tax matters. Partners Helena Grannis and Shuangjun Wang advised on securities law matters. Partner Puja Patel advised on antitrust matters.