Bitcoin
Cipher Mining Raises Stakes: Upsizes Private Convertible Note Offering to $1.1 Billion in Wake of Google‑Backed AI Deal
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In a move that signals bold ambition—and confidence from institutional capital—Bitcoin miner and data center operator Cipher Mining has expanded a previously announced convertible note issuance from $800 million to $1.1 billion. The decision follows closely on the heels of a landmark AI hosting deal backed by Google, amplifying the narrative that crypto infrastructure firms are pivoting toward high‑performance computing (HPC) and data center operations.
From $800M to $1.1B: What Changed
Cipher originally announced a private offering of $800 million in 0.00% convertible senior notes due 2031. In its latest update, the company upsized the offering to $1.1 billion, granting initial purchasers a 13‑day option to acquire an additional $200 million of notes.
Key terms include:
- Zero coupon: the notes carry 0.00% interest and the principal does not accrete.
- Maturity: October 1, 2031, unless earlier repurchased, redeemed, or converted.
- Conversion mechanics: Prior to July 1, 2031, conversion is subject to certain conditions and windows; afterward, conversion is allowed until close to maturity. Payment can be in cash, common stock, or a combo, at Cipher’s election (subject to conditions).
- Conversion rate: 62.3733 shares per $1,000 principal, implying a conversion price of ~$16.03 per share, a ~37.5% premium over the $11.66 closing price on September 25, 2025.
- Redeemability & repurchase: Cipher may redeem notes (in whole or partial) starting October 5, 2028 (if stock price conditions are met). In the event of “fundamental change” events, noteholders may demand a cash repurchase.
Cipher estimates net proceeds of around $1.08 billion (before exercise of overallotment), or up to $1.27 billion if the full $200 million option is exercised. About $70 million of the proceeds will fund capped call transactions (to mitigate dilution), and the rest will go toward building its Barber Lake facility, accelerating its HPC pipeline (2.4 GW), expanding development sites, and general corporate purposes.
The upsizing reflects strong institutional demand and confidence in Cipher’s trajectory. The announcement also followed Cipher’s $3 billion, 10‑year AI hosting agreement with Fluidstack (backed by Google), suggesting the capital raise is aligned with an evolving business pivot.
Strategic Rationale: AI, Capital Efficiency & Optionality
Diversifying Beyond Bitcoin Mining
Cipher’s recent deal with Fluidstack, under which it will supply 168 MW of IT load capacity over 10 years, is backed by Google’s guarantee of $1.4 billion in lease obligations. In exchange, Google will receive warrants to acquire ~24 million shares (≈5.4% stake) in Cipher. That agreement generates ~$3 billion in contracted revenue, with potential extensions pushing total value toward $7 billion.
By tapping into HPC and data colocation services, Cipher is hedging against the volatility of pure‑play Bitcoin mining and positioning itself as a hybrid infrastructure operator.
Capital Efficiency and Dilution Management
One of the challenges for public mining companies is raising meaningful capital without heavily diluting existing shareholders. Cipher’s structure—zero coupon notes, capped calls, a conversion premium—seeks to strike a balance. The capped calls act as a hedge against share dilution if many noteholders convert, while the conversion premium limits immediate arbitrage conversion.
Moreover, by pushing the maturity to 2031 and delaying conversion, Cipher buys time to scale operations and generate cash flows that may offset dilution concerns.
Optionality and Strategic Flexibility
The convertible structure gives Cipher multiple paths:
- Repurchase or redeem debt if equity valuations are favorable
- Convert debt to equity if stock performance improves
- Maintain debt if it expects higher returns from operations than dilution costs
This flexibility aligns with an evolving industry where capital needs are large, and execution risk is nontrivial.
Market Reception & Risks
Cipher’s stock saw volatility around the announcement: reports indicate a 2.6% rise in premarket trading following the upsizing, after initial weakness. Some traders had already sold off ahead of the convert offering, pushing the stock down ~17.5% earlier in the session.
Rating agencies remain largely positive: of 13 brokers tracked, 11 rate Cipher a “buy” or higher. Analysts cite growing demand for AI compute infrastructure as a tailwind for the business.
However, risks abound:
- Dilution risk: If the stock fails to appreciate, conversion could erode current equity value
- Execution risk: Building and filling data center capacity, managing power supply, scaling operations
- Market multiples & valuation: Investor expectations baked into a high premium conversion price
- Regulatory & macro risk: Energy policy, crypto regulation, interest rates, capital markets
If Cipher fails to deliver on its HPC growth, the convertible structure may become a liability rather than an advantage.
Broader Implications for Crypto Infrastructure
Cipher’s move exemplifies a broader trend: mining companies morphing into data center and AI infrastructure operators. As pure mining margins compress, those able to pivot toward colocation, GPU compute, and cloud services may differentiate.
The capital markets are responding: the fact that Cipher could upsized by ~37.5% indicates appetite for hybrid projects bridging crypto and data infrastructure.
At the same time, this raises questions of specialization: will blockchain and AI infrastructure continue to converge, or will companies overextend?
Conclusion
Cipher’s decision to upscale its private convertible note offering is more than a financing event—it’s a declaration of strategic intent. Backed by a Google‑supported AI hosting deal, the capital raise equips Cipher with the means to double down on HPC, data center growth, and infrastructure diversification. But the complexity of execution, market expectations, and dilution dynamics will test whether this pivot succeeds or becomes an overreach.
Bitcoin
Quantum Computing Could Unlock Lost Bitcoin — Analysts Say
An on‑chain analyst argues that the looming arrival of powerful quantum computers may trigger one of the most disruptive moments in Bitcoin’s history. Not because quantum hardware is suddenly able to break Bitcoin’s cryptography today, but because of how the network might respond (or fail to respond) to the threat.
Threat #1: Dormant Bitcoin supply at risk
A key point in the article is that a large portion of Bitcoin’s supply lies in wallets that have not moved for years. According to one data source cited, about 32.4 % of all Bitcoin hasn’t moved in over five years, and about 16.8 % has been dormant for more than a decade.
Why is that relevant? These unmoved coins are often assumed to be “lost”, though not always—some might simply be long‑term holdings or cold wallets. The analyst, James Check of Checkonchain, argues that these coins are the first potential targets in a quantum attack scenario, because many of them use older address formats and signature schemes which might be more exposed.
Threat #2: Cryptography vulnerability
The article identifies that Bitcoin currently uses elliptic‑curve digital signature algorithms (ECDSA) and Schnorr signatures. These rely on locked‑in algorithms that could theoretically be broken by sufficiently powerful quantum computers using, for example, Shor’s algorithm.
It’s noted that the National Institute of Standards and Technology (NIST) has already approved several quantum‑resistant signature schemes, and that the Bitcoin community has proposals (such as BIP 360) to adopt post‑quantum cryptography. But moving from proposal to consensus to deployment is non‑trivial in a decentralized network like Bitcoin.
Political/governance risk over purely technical risk
The article argues that the more acute risk isn’t necessarily “quantum hardware tomorrow breaks Bitcoin” but rather the governance and coordination challenge of how to deal with the switch to quantum‑resistant protocols, especially when old coins are involved. If coins migrate to quantum‑resistant addresses, fine. But if a large amount of Bitcoins remain in older address formats, those coins potentially become vulnerable (if quantum attacks arrive).
One quote:
“Actually, I think a lot of confusion on quantum and BTC is that everyone frames it as a tech problem, but what makes the problem specifically unique to BTC is that the tech problem is secondary.”
In short, the article frames this as a “political” / consensus / transition risk more than an immediate technical collapse.
Timeline and technical feasibility
The article provides estimates of how many qubits might be required for an attack. For instance, one estimate suggests that on the order of 126,000 physical qubits might be required to break elliptic‐curve signatures securing Bitcoin wallets. Another posits that 2,300 logical qubits might suffice under certain conditions.
However, not all experts agree the threat is near‑term. For example, Adam Back, CEO of Blockstream, is quoted as saying the quantum threat to Bitcoin is at least 20–40 years away, because today’s machines are noisy and need extensive error correction.
Strategic implications for Bitcoin holders & ecosystem
What does this article mean for someone holding Bitcoin, or for ecosystem watchers? A few key takeaways:
- If you are holding Bitcoin in long‐term static addresses (especially older address types which expose public keys once redeemed), there is a future risk (though not necessarily immediate) that those coins are more “vulnerable” than ones you migrate to quantum‑safe addresses.
- The Bitcoin ecosystem will need to coordinate a migration (or upgrade) to quantum‑resistant cryptography, which includes both technical (algorithm selection, wallet implementations) and governance coordination (how to treat old addresses, how to migrate coins, whether to freeze some addresses, etc).
- There may be “first mover” opportunity or risk around large dormant wallets. If quantum‑capable adversaries begin harvesting public keys from blockchain data now (a “store now, attack later” strategy) then long‑inactive addresses could be tempting targets.
- The horizon remains uncertain: whether we talk about late 2020s, 2030s, or even 2040s depends on assumptions about quantum hardware progress. But the article makes clear the discussion is increasingly serious among institutional actors. For example, the Government of El Salvador (cited in the article) split its Bitcoin holdings across many addresses explicitly citing quantum risk.
My additional perspective and commentary
From my vantage point the article is valuable, but there are nuances worth emphasizing. First, despite the attention, no known quantum computer today can actually break Bitcoin’s signature scheme in the wild. The estimates of qubit counts are large and assume many breakthroughs in error correction and scaling. So the threat is realistic, but not imminent in the sense of “tomorrow your coins vanish”.
Second, the transition to quantum‑resistant cryptography is easier said than done. In Bitcoin’s case, the network must agree on the changes (via BIPs, deployment, miner/node support) and then wallets/exchanges must roll out support without fracturing the ecosystem. The article correctly frames the governance as the bottleneck.
Third, for holders my advice is conservative: maintain strong security practices, monitor whether your wallet provider or service supports quantum‑resistant schemes (or has migration plans). If you hold coins in cold storage in older address formats and you’re planning to hold for decades, then this topic should at least be on your radar.
Finally, this story intersects with AI: the article mentions that advances in AI‑driven quantum‐algorithm research could accelerate the timeline (for example, discovering more efficient quantum attack algorithms). So it’s not just hardware; software breakthroughs matter.
Bitcoin
Wall Street Pulls Back on Proxies as Direct Bitcoin Access Becomes Mainstream
In a decisive shift within institutional finance, major funds have quietly trimmed roughly $5.4 billion in holdings of StrategyB (MicroStrategy) (ticker: MSTR) during the third quarter of 2025. What once served as a convenient equity‑based route to Bitcoin exposure is now being sidelined as direct crypto access becomes more efficient and regulated. According to aggregated filings, institutional paper value in MSTR dropped from approximately $36.3 billion to $30.9 billion—a decline of about 14.8 percent.
The Rise of the Proxy Trade
MicroStrategy transformed from enterprise software company into the de‑facto “shadow Bitcoin ETF” when its leadership embraced Bitcoin accumulation in 2020 under Michael Saylor. Because many institutional allocators were constrained from buying the digital asset outright, MSTR offered a regulated, listed vehicle whose fortunes moved in tandem with Bitcoin’s. At its peak, the stock traded at nearly twice the value of its net Bitcoin holdings per share, reflecting a scarcity premium and strong demand for indirect crypto exposure.
A Quiet Unwind in Q3
Despite Bitcoin trading relatively steadily through Q3—hovering near $95,000 and even touching a new all‑time high above $125,000—the reduction in MSTR holdings cannot be attributed to market stress or forced liquidations. The evidence points to a conscious decision by institutions to scale back this proxy. As many as dozen large managers, including Vanguard, BlackRock and Fidelity, pulled back more than a billion dollars each from MSTR. This is not a collapse, but a measurable pivot in strategy.
Why Now? The Growing Use of Spot Bitcoin and ETFs
The timing of this shift mirrors the maturing institutional environment around Bitcoin access. With spot Bitcoin ETFs and other regulated custodial solutions gaining momentum, many large portfolios no longer require an equity wrapper to gain crypto exposure. The original appeal of MSTR—liquid, listed, and regulatory friendly—has eroded. Its role is evolving from essential access point to one of several optional strategic vehicles.
Implications for MicroStrategy and Its Investors
MicroStrategy remains a massive player, with more than $30 billion still held in institutional exposure. However, the era in which it stood as the sole efficient gateway to Bitcoin on Wall Street is over. Going forward, the risks inherent in its structure—corporate leverage, equity dilution, dependency on Bitcoin performance—will carry greater weight. Investors seeking pure Bitcoin exposure may increasingly bypass the corporate overlay and go directly into crypto or spot ETFs. For those who stay with MSTR, the strategy may warrant reclassification: from broad crypto proxy to tactical instrument with corporate‑wrapped risks.
What to Monitor Going Forward
A few key timelines and metrics will help clarify how this shift plays out. First, Q4 filings will signal whether institutions continue to reduce exposure, hold steady, or begin re‑investing in MSTR. Second, Bitcoin’s performance will matter: a sustained rally above $100,000 may reinforce MSTR’s appeal, whereas a drop toward $80,000 will test corporate wrapper risk in sharper relief. Finally, broader adoption of regulated crypto vehicles will determine if proxies like MSTR become niche or mainstream strategic options.
In sum, the unwind of MSTR holdings marks an institutional inflection point. It signals greater confidence in direct Bitcoin access and highlights the evolving nature of crypto integration within mainstream finance.
Bitcoin
MicroStrategy Faces Index Exclusion as Bitcoin Bet Backfires
What started as one of the most audacious moves in corporate finance—an enterprise software firm morphing into a Bitcoin holding company—now faces an existential challenge. MicroStrategy’s stock (MSTR), championed by chairman Michael Saylor as the regulated bridge for institutional Bitcoin exposure, is on the verge of being removed from the Nasdaq 100 and MSCI USA indexes. For a company whose identity is built on the crypto narrative, index exclusion could signal a turning point with far-reaching consequences for markets, investors, and Bitcoin’s institutional pathway.
Why Index Inclusion Matters
Inclusion in indices like the Nasdaq 100 or MSCI USA isn’t just cosmetic—it directly influences capital flows. Index-tracking funds and ETFs buy shares of included companies by default, providing consistent demand. Removal, however, triggers mandatory selling by those funds. JPMorgan analysts estimate MicroStrategy could see passive outflows of up to $2.8 billion if removed from MSCI alone. If other indexes follow, the total could climb to $9 billion.
That scale of mechanical selling could compress liquidity, reduce valuation multiples, and increase funding costs for MicroStrategy—all while shrinking one of Bitcoin’s key institutional access points.
Why Is MicroStrategy at Risk?
The trigger lies in MicroStrategy’s evolving identity. Once known for its business intelligence software, the company now holds over 600,000 BTC—more than 3% of the global supply. Its value is increasingly tied not to revenue or earnings, but to the market price of Bitcoin.
MSCI recently launched a consultation on whether companies that derive the majority of their value from digital asset holdings should be classified as operating companies or investment vehicles. The proposal considers excluding firms whose crypto reserves exceed 50% of total assets. MicroStrategy is a textbook case.
Further complicating matters, the company’s stock performance and valuation have become closely tied to Bitcoin, sometimes acting as a leveraged bet on its price. That volatility and lack of operational diversification make it a risky outlier for traditional equity indices.
The Numbers Behind the Shift
MicroStrategy’s valuation premium has faded. At one point, investors were willing to pay well above the spot value of its Bitcoin stash—effectively rewarding the company’s bold positioning. That premium has eroded. The mNAV (market cap to net asset value) has shrunk to around 1.1, indicating the stock trades only slightly above the value of its crypto holdings.
Since October, Bitcoin has slid by more than 30%, and MicroStrategy’s stock has fallen around 60% from its 2024 peak. With fewer buyers and more volatility, its resemblance to a traditional tech stock is diminishing fast.
What Happens Next?
MSCI is expected to finalize its decision by January 15, 2026. If MicroStrategy is removed, passive index funds would likely begin selling immediately upon rebalancing, putting additional pressure on the share price. Other indexes—such as Nasdaq or Russell—may follow MSCI’s lead, compounding the impact.
Importantly, the company would not be delisted from stock exchanges. It would still trade on Nasdaq, but it would no longer be included in key benchmarks that guide institutional allocations. That distinction could dramatically change the company’s capital access and visibility.
Implications for Investors and Bitcoin
For MicroStrategy, index removal would reduce access to passive capital and potentially weaken its long-term treasury strategy. For investors, it could trigger a reassessment of exposure to crypto-proxy equities. And for Bitcoin, it may eliminate one of its highest-profile institutional champions from mainstream finance.
MicroStrategy has long served as a regulated, public-market conduit for Bitcoin investment. If removed from key indices, that role may diminish, shifting investor focus to emerging alternatives like spot Bitcoin ETFs or other publicly traded companies with more diversified business models.
Strategic Lessons
MicroStrategy’s journey offers two key takeaways. First, aligning a company too closely with digital assets introduces index eligibility risks—even if it boosts short-term valuation. Second, the line between innovative strategy and structural risk can blur quickly when regulation and index rules shift.
As January 2026 approaches, all eyes are on whether MicroStrategy can retain its position in traditional finance’s upper echelon—or whether it will be cast out as a crypto anomaly in a world of more conventional capital.
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