0000950170-21-004222 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	8 Months Ended
Document and Entity Information - shares	Sep. 30, 2021	Nov. 08, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Document Transition Report	false
Entity File Number	001-39625
Entity Registrant Name	CIPHER MINING INC.
Entity Central Index Key	0001819989
Current Fiscal Year End Date	--12-31
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1614529
Entity Address, Address Line One	222 Purchase Street
Entity Address, Address Line Two	Suite #290
Entity Address, City or Town	Rye
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10580
City Area Code	914
Local Phone Number	370-8006
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CIFR
Security Exchange Name	NASDAQ
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		246,381,119
Private Placement Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share
Trading Symbol	CIFRW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Jan. 31, 2021
Current assets
Cash and cash equivalents	$ 282,276,578
Prepaid expenses	15,348,809	$ 0
Total current assets	297,625,387
Property and equipment, net	130,451	1,637
Deposits on equipment	74,345,874
Deferred offering costs		171,450
Deferred investment costs	174,250
Security deposits	9,381,172
Total assets	381,657,134	173,087
Current liabilities
Accounts payable	127,878	1,919
Accrued legal costs	1,202,293	171,450
Accrued expenses	76,923	3,198
Total current liabilities	1,407,094	176,567
Warrant liability	271,320
Total liabilities	1,678,414	176,567
Commitments and contingencies (Note 9)
Stockholders' equity (deficit)
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of September 30, 2021 and January 31, 2021
Common stock, $0.001 par value, 500,000,000 shares authorized, 246,381,119 shares issued and outstanding as of September 30, 2021, and 200,000,000 shares authorized and subscribed as of January 31, 2021	246,381	200,000
Subscription receivable	(1,690,351)	(5)
Additional paid-in capital	384,508,122	(199,995)
Accumulated deficit	(3,085,432)	(3,480)
Total stockholders' equity (deficit)	379,978,720	(3,480)
Total liabilities and stockholders' equity (deficit)	$ 381,657,134	$ 173,087

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Sep. 30, 2021	Jan. 31, 2021
Statement Of Financial Position [Abstract]
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	200,000,000
Common stock, shares issued	246,381,119
Common stock, shares outstanding	246,381,119
Common stock, shares subscribed		200,000,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended	8 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Costs and expenses
General and administrative	$ 2,282,256	$ 2,941,700
Depreciation	891	1,423
Total costs and expenses	2,283,147	2,943,123
Operating loss	(2,283,147)	(2,943,123)
Other expense
Interest income	775	775
Interest expense	(26,119)	(26,912)
Change in fair value of warrant liability	(112,692)	(112,692)
Total other expense	(138,036)	(138,829)
Net loss	$ (2,421,183)	$ (3,081,952)
Basic and diluted net loss per share	$ (0.01)	$ (0.01)
Basic and diluted weighted average number of shares outstanding	217,644,991	206,708,013

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($)	Total	Previously Reported	Common Stock	Common Stock Previously Reported	Common Stock Retroactive Application of Recapitalization	Subscription Receivable	Subscription Receivable Previously Reported	Additional Paid-in Capital	Additional Paid-in Capital Previously Reported	Additional Paid-in Capital Retroactive Application of Recapitalization	Accumulated Deficit	Accumulated Deficit Previously Reported
Beginning balance at Jan. 31, 2021	$ (3,480)	$ (3,480)	$ 200,000	$ 1	$ 199,999	$ (5)	$ (5)	$ (199,995)	$ 4	$ (199,999)	$ (3,480)	$ (3,480)
Beginning balance, Shares at Jan. 31, 2021			200,000,000	500	199,999,500
Cash received for common stock subscribed	5					5
Business Combination, net of redemptions and equity issuance costs of $41.0 million	383,064,147		$ 46,381			(1,690,351)		384,708,117
Business Combination, net of redemptions and equity issuance costs of $41.0 million, Shares			46,381,119
Net loss	(3,081,952)										(3,081,952)
Ending balance at Sep. 30, 2021	379,978,720		$ 246,381			(1,690,351)		384,508,122			(3,085,432)
Ending balance, Shares at Sep. 30, 2021			246,381,119
Beginning balance at Jun. 30, 2021	(664,244)	$ (664,244)	$ 200,000	$ 1	$ 199,999			(199,995)	$ 4	$ (199,999)	(664,249)	$ (664,249)
Beginning balance, Shares at Jun. 30, 2021			200,000,000	500	199,999,500
Business Combination, net of redemptions and equity issuance costs of $41.0 million	383,064,147		$ 46,381			(1,690,351)		384,708,117
Business Combination, net of redemptions and equity issuance costs of $41.0 million, Shares			46,381,119
Net loss	(2,421,183)										(2,421,183)
Ending balance at Sep. 30, 2021	$ 379,978,720		$ 246,381			$ (1,690,351)		$ 384,508,122			$ (3,085,432)
Ending balance, Shares at Sep. 30, 2021			246,381,119

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) (Parentheticals) - USD ($) $ in Millions	3 Months Ended	8 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Statement Of Stockholders Equity [Abstract]
Redemption and equity issuance cost	$ 41.0	$ 41.0

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)	8 Months Ended
	Sep. 30, 2021 USD ($)
Cash flows from operating activities
Net loss	$ (3,081,952)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,423
Change in fair value of warrant liability	112,692
Changes in assets and liabilities:
Prepaid expenses	(14,915,623)
Security deposits	(9,381,172)
Accounts payable	86,986
Accrued legal costs	3,600
Accrued expenses	73,725
Net cash used in operating activities	(27,100,321)
Cash flows from investing activities
Deposits on equipment	(74,345,874)
Purchases of property and equipment	(130,237)
Net cash used in investing activities	(74,476,111)
Cash flows from financing activities
Proceeds from borrowings on related party loan	7,038,038
Repayments under related party loan	(7,038,038)
Proceeds from the issuance of common stock	5
Business Combination, net of issuance costs paid	383,853,005
Net cash provided by financing activities	383,853,010
Net increase in cash and cash equivalents	282,276,578
Cash and cash equivalents, beginning of the period	0
Cash and cash equivalents, end of the period	282,276,578
Supplemental disclosure of cash flow information
Cash paid for interest	89
Cash paid for income taxes, net	0
Supplemental disclosure of noncash investing and financing activities
Business Combination costs included in accrued legal costs	1,024,443
Business Combination costs included in accounts payable	38,973
Net assets assumed from GWAC in the Business Combination	433,186
Non-cash fair value of private warrants	261,060
Deferred investment costs included in accrued legal costs	$ 174,250

Organization and Business

8 Months Ended

Sep. 30, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Organization and Business

NOTE 1. ORGANIZATION AND BUSINESS

Organization

On August 27, 2021 (the “Closing Date”), Good Works Acquisition Corp. (“GWAC”), a special purpose acquisition company, consummated the Agreement and Plan of Merger dated as of March 4, 2021 (the “Merger Agreement”), by and among GWAC, Currency Merger Sub, Inc. (“Merger Sub”), a wholly-owned direct subsidiary of GWAC, and Cipher Mining Technologies Inc. (“Cipher”).

Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Cipher, the separate corporate existence of Merger Sub ceasing and Cipher being the surviving corporation and a wholly-owned subsidiary of GWAC (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). Following the Business Combination, the combined company was named Cipher Mining Inc. (“Cipher Mining” or the “Company”). The Company comprises all of GWAC’s and Cipher’s operations.

Business

The Company is an emerging technology company that operates in the Bitcoin mining ecosystem in the United States. Specifically, the Company plans to develop and grow a cryptocurrency mining business, specializing in Bitcoin. As a stand-alone, U.S.-based cryptocurrency mining business, the Company plans to begin its initial buildout phase with a set-up of cryptocurrency mining facilities (or sites) in at least four cities in the United States (three in Texas and one in Ohio).

Cipher was established on January 7, 2021, in Delaware, by Bitfury Top Holdco B.V. and its subsidiaries (“Bitfury Top Holdco” and, with its subsidiaries, the “Bitfury Group”), a global full-service blockchain and technology specialist and one of the leading private infrastructure providers in the blockchain ecosystem. Upon completion of the Business Combination (as defined above), Bitfury Top HoldCo (together with Bitfury Holding B.V., a subsidiary of Bitfury Top HoldCo, and referred to herein as “Bitfury Holding”) beneficially owned approximately 83.4% of the Company’s common stock with sole voting and sole dispositive power over those shares and, as a result, the Bitfury Group has control of the Company as defined in Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation.”

Risks and uncertainties

Limited business history and capital resources

As of January 31, 2021, and continuing until the consummation of the Business Combination on the Closing Date when the Company received net transaction proceeds of $383.9 million, there was substantial doubt about Cipher’s ability to continue as a going concern. Following the Business Combination, management believes that the substantial doubt was alleviated and its existing financial resources are sufficient to meet its operating and capital requirements for at least 12 months from the date these financial statements are issued.

Having been incorporated on January 7, 2021, there is no historical financial information about the Company upon which to base an evaluation of its performance and the Company has not generated any revenues from its business to date. There is no guarantee that the Company will be successful in its business plans. The business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration and/or development, and possible cost overruns due to price and cost increases in services. Management of the Company has no current intention of entering into a merger or acquisition within the next twelve months and has a specific business plan and timetable to complete the Company’s 12-month plan of operation. The Company may require additional capital to pursue certain business opportunities or respond to technological advancements, competitive dynamics or technologies, customer demands, challenges, acquisitions or unforeseen circumstances. Additionally, the Company has incurred and expects to continue to incur significant costs related to becoming a public company. Accordingly, the Company may in the future engage in equity or debt financings or enter into credit facilities for the above-mentioned or other reasons; however, the Company may not be able to timely secure additional debt or equity financings on favorable terms, if at all. If the Company raises additional funds through equity financing, its existing stockholders could experience significant dilution. Furthermore, any debt financing obtained by the Company in the future could involve restrictive covenants relating to the Company’s capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities. If the Company is unable to obtain adequate financing on terms that are

satisfactory to the Company, when the Company requires it, the Company’s ability to continue to grow or support the business and to respond to business challenges could be significantly limited.

COVID-19

The impact of the coronavirus (“COVID-19”) outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of COVID-19 on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected.

Summary of Significant Accounting Policies

8 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and principles of consolidation

The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) as determined by the FASB and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”).

The Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, GWAC is treated as the acquired company and Cipher is treated as the acquirer for financial statement reporting purposes.

Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Cipher issuing stock for the net assets of GWAC, accompanied by a recapitalization. The net assets of GWAC are stated at historical cost, with no goodwill or other intangible assets recorded, see Note 3.

Cipher was determined to be the accounting acquirer based on an evaluation of the following facts and circumstances:



Cipher’s existing shareholder has the greatest voting interest in the Company;



the majority of the members of the board of directors of the Company are primarily composed of individuals associated with Cipher;



Cipher’s senior management is the senior management of the Company; and



Cipher’s operations prior to the Reverse Recapitalization comprise the only ongoing operations of the Company after the consummation of the Business Combination.

The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Cipher. The shares and corresponding capital amounts and losses per share prior to the Business Combination have been retroactively restated based on shares reflecting the exchange ratio established in the Business Combination, see Note 3.

The unaudited condensed consolidated financial statements include the accounts of the Company and its controlled subsidiary, Cipher. All intercompany transactions and balances have been eliminated.

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared

effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Estimates made by the Company include, but are not limited to, those related to valuation of the warrant liability, among others. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Unaudited interim condensed consolidated financial statements

The unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments, which consist of only normal recurring adjustments necessary for the fair presentation of the balances and results for the periods presented. These unaudited interim condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period.

Change in fiscal year

Starting with the three and eight months ended September 30, 2021, the Company assumed GWAC’s financial calendar for the combined entity with the Company’s third fiscal quarter ending September 30 and its fiscal year ending December 31. This change to the fiscal year end was approved by Cipher Mining’s board of directors (“Board”) on September 23, 2021. Cipher’s fiscal year previously ended on January 31.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. The Company’s cash equivalents consist of funds held in a money market account. The Company had $101.0 million and nil in cash equivalents as of September 30, 2021 and January 31, 2021, respectively.

Concentrations of credit risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on these deposits.

Fair value of financial instruments

The Company’s financial assets and liabilities are accounted for in accordance with ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels:

Level 1 – Observable inputs, such as quoted prices in active markets for identical assets and liabilities.

Level 2 – Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the instrument’s anticipated life.

Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgement. Accordingly, the degree of judgement exercised by management in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Deferred offering and deferred investment costs

Deferred offering costs consist of legal fees incurred as of the balance sheet date that were directly related to the Business Combination and were allocated as offering costs to the proceeds received and substantially charged to shareholders' equity upon the consummation of the Business Combination, see Note 3.

Deferred investment costs consist of legal fees incurred through the balance sheet date that are directly related to the formation of a joint venture and which will be capitalized as part of the Company’s total investment in the joint venture upon consummation of the joint venture agreement, see Note 9.

Property and equipment

Property and equipment consists primarily of construction-in-progress at one of the Company’s planned sites in Texas and computer equipment and is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, which is generally three years for computer-related assets. Construction-in-progress is not depreciated until the assets are placed into service.

Property and equipment, net consisted of the following:


	September 30, 2021			January 31, 2021
Computer equipment	$	23,761		$	1,642
Construction-in-progress		108,118			-
Less: accumulated depreciation		(1,427	)		(5	)
Property and equipment, net	$	130,451		$	1,637

Impairment of long-lived assets

Management will review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used will be measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized will be measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Common stock warrants

Upon the consummation of the Business Combination, the Company assumed common stock warrants that were originally issued in GWAC’s initial public offering (the “Public Warrants”), as well as warrants that were issued in a private placement that closed concurrently with GWAC’s initial public offering (the “Private Placement Warrants”). See Note 11 for additional information on the Public and Private Placement Warrants.

The Company is capitalized as a single class of common stock, accordingly, a qualifying cash tender offer of more than 50% of the Common Stock will always result in a change-in-control, and in accordance with ASC 815-40-55-3, this would not preclude permanent equity classification of the Public Warrants; therefore, the Public Warrants are equity classified.

The Private Placement Warrants are accounted for as a liability under ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity,” as they are a freestanding financial instrument that require the Company to transfer assets upon exercise. The Company recorded the Private Placement Warrants as a liability in the unaudited condensed consolidated balance sheet at fair value on the

Closing Date, with subsequent changes in the respective fair values recognized in the change in fair value of warrant liability within the unaudited condensed consolidated statements of operations at each reporting date. The Private Placement Warrants were valued using a Black-Scholes option-pricing model as described in Note 4.

Revenue recognition

The Company recognizes revenue under FASB ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:



Step 1: Identify the contract with the customer



Step 2: Identify the performance obligations in the contract



Step 3: Determine the transaction price



Step 4: Allocate the transaction price to the performance obligations in the contract



Step 5: Recognize revenue when the company satisfies a performance obligation

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:



Variable consideration



Constraining estimates of variable consideration



The existence of a significant financing component in the contract



Noncash consideration



Consideration payable to a customer

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

Digital asset mining services

Providing computing power in digital asset transaction verification services will be an output of the Company’s ordinary activities. The provision of providing such computing power is a performance obligation. The transaction consideration the Company receives, if any, is noncash consideration, which the Company will measure at fair value on the date received. The consideration is all variable. There is no significant financing component in these transactions.

Mining pools

The Company will also enter into digital asset mining pools by executing contracts, as amended from time to time, with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company will be entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which will be recorded as contra-revenue), for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.

Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company will measure at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Consideration is constrained from recognition until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive; at this time, cumulative revenue is no longer probable of significant reversal, i.e., associated uncertainty is resolved.

There is no significant financing component in these transactions. There is, however, consideration payable to the customer in the form of a pool operator fee, payable only if the pool is the first to solve the equation; this fee will be deducted from the proceeds received by the Company and will be recorded as contra-revenue, as it does not represent a payment for a distinct good or service as described in ASC 606-10-32-25.

Certain aspects of the Company’s performance obligations, such as providing computing power, may be contracted to various third parties and there is a risk that if these parties are unable to perform or curtail their operations, the Company’s revenue and operating results may be affected. Please see Note 9 for additional information about the Company’s power arrangements.

Cryptocurrencies

Cryptocurrencies, including Bitcoin, will be included in current assets in the balance sheets. Cryptocurrencies purchased will be recorded at cost and cryptocurrencies awarded to the Company through its mining activities will be accounted for in connection with the Company’s revenue recognition policy disclosed above.

Cryptocurrencies will be accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.

Purchases of cryptocurrencies made by the Company will be included within investing activities in the statements of cash flows, while cryptocurrencies awarded to the Company through its mining activities will be included as a non-cash adjustment within operating activities on the statements of cash flows. The sales of cryptocurrencies will be included within investing activities in statements of cash flows and any realized gains or losses from such sales will be included in other income (expense) in the statements of operations. The Company will account for its gains or losses in accordance with the first in first out (“FIFO”) method of accounting.

Income taxes

The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to

affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 or January 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021 and January 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Recent accounting pronouncements issued but not yet adopted

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)” which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05 issued by the FASB, the entities who have not yet issued or made available for issuance their financial statements as of June 3, 2020 can defer the new guidance for one year. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements and disclosures.

The Company entered into a series of agreements with affiliates of Luminant ET Services Company LLC (“Luminant”), including the Lease Agreement dated June 29, 2021, with amendment and restatement on July 9, 2021 (as amended and restated, the “Luminant Lease Agreement”). Once the Luminant Lease Agreement is effective and the Company has control over the applicable leased asset, the Company will record both a right-of-use asset and a corresponding lease liability in accordance with Topic 842 for each lease component.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU will be effective for all entities for fiscal years beginning after December 15, 2021. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The adoption of ASU 2021-04 is not expected to have a material impact on the Company’s financial statements or disclosures.

Business Combination

8 Months Ended

Sep. 30, 2021

Business Combinations [Abstract]

Business Combination

NOTE 3. BUSINESS COMBINATION

As discussed in Note 1, on August 27, 2021, GWAC, Merger Sub and Cipher consummated the Business Combination (the “Closing”), with Cipher surviving the Merger as a wholly-owned subsidiary of Cipher Mining.

At the effective time of the Merger (the “Effective Time”), and subject to the terms and conditions of the Merger Agreement, each share of Cipher common stock was canceled and converted into the right to receive 400,000 shares (the “Exchange Ratio”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”).

Upon the Closing, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 510,000,000 shares, $0.001 par value per share, of which, 500,000,000 shares are designated as Common Stock and 10,000,000 shares are designated as preferred stock (“Preferred Stock”). The holder of each share of Common Stock is entitled to one vote.

In connection with the execution of the Merger Agreement, GWAC also entered into: (i) subscription agreements to sell to certain investors (the “PIPE Investors”), an aggregate of 32,235,000 shares of Common Stock, immediately following the Closing, for a purchase price of $10.00 per share and aggregate gross proceeds of $322.4 million (the “PIPE Financing”) and (ii) a subscription agreement with Bitfury Top HoldCo to sell to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo) an aggregate of 6,000,000 shares of Common Stock following the Closing, for a purchase price of $10.00 per share and Bitfury Top HoldCo’s payment in cash and/or forgiveness of outstanding indebtedness for aggregate gross proceeds of $60.0 million (the “Bitfury Private Placement”), of which $1.7 million was recorded in subscriptions receivable as of September 30, 2021 and was received by the Company in early October 2021.

Upon the consummation of the Business Combination, all holders of Cipher common stock received shares of our Common Stock of $10.00 per share after giving effect to the Exchange Ratio, resulting in 200,000,000 shares of our Common Stock to be immediately issued and outstanding to Bitfury Top HoldCo (in addition to 8,146,119 shares of our Common Stock held by GWAC), 32,235,000 shares of our Common Stock held by the PIPE Investors and 6,000,000 shares of our Common Stock received by Bitfury Holding under the Bitfury Private Placement, based on the following events contemplated by the Merger Agreement:



the cancellation of each issued and outstanding share of Cipher common stock; and



the conversion into the right to receive a number of shares of our Common Stock based upon the Exchange Ratio.

The following table reconciles the elements of the Business Combination to the unaudited statement of cash flows and the unaudited statement of stockholders’ equity (deficit) for the eight months ended September 30, 2021.


	Recapitalization
Cash - GWAC trust and cash, net of redemptions	$	43,197,478
Cash - PIPE Financing		322,350,000
Cash, subscription receivable and/or debt forgiveness - Bitfury Private Placement		60,000,000
Add: Non-cash net assets assumed from GWAC		433,186
Less: Subscription receivable - Bitfury Private Placement		(1,690,351	)
Less: Fair value of private warrants		(261,060	)
Less: Transaction costs and advisory fees allocated to equity		(40,965,106	)
Net Business Combination		383,064,147
Less: Non-cash net assets assumed from GWAC		(433,186	)
Less: Transaction costs and advisory fees allocated to warrants		(102,432	)
Add: Fair value of private warrants		261,060
Add: Accrued transaction costs and advisor fees		1,063,416
Net cash contributions from Business Combination	$	383,853,005

The Company recorded transaction costs and advisory fees allocated to the Private Placement Warrants as a component of change in fair value of warrant liability in the unaudited statements of operations.

The number of shares of Common Stock issued immediately following the consummation of the Business Combination was as follows:


Common stock of GWAC, net of redemptions			4,345,619
GWAC founder shares			3,572,500
GWAC private placement shares			228,000
Shares issued in PIPE Financing			32,235,000
Shares issued in the Bitfury Private Placement			6,000,000
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock			46,381,119
Cipher common shares issued in Business Combination (1)			200,000,000
Shares outstanding			246,381,119

(1)

The number of Cipher common shares outstanding immediately prior to the Business Combination was 500 shares converted at the Exchange Ratio.

Fair Value Measurements

8 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 4. FAIR VALUE MEASUREMENTS

The Company’s financial assets and liabilities subject to fair value measurement on a recurring basis and the level of inputs used for such measurements were as follows:


	Fair Value Measured as of September 30, 2021
	Level 1		Level 2		Level 3		Total
Assets included in:
Cash and cash equivalents
Money market securities	$	101,000,775	$	-	$	-	$	101,000,775
	$	101,000,775	$	-	$	-	$	101,000,775
Liabilities included in:
Warrant liability	$	-	$	-	$	271,320	$	271,320
	$	-	$	-	$	271,320	$	271,320

Fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate the recorded value due to the short-term nature of these items. The Company’s Private Placement Warrants are classified within Level 3 of the fair value hierarchy because the fair value is based on significant inputs that are unobservable in the market

The valuation of the Private Placement Warrants uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained.

The Company engaged a valuation firm to determine the fair value of the Private Placement Warrants using a Black-Scholes option-pricing model and the quoted price of the Company’s common stock. The following table presents significant assumptions utilized in the valuations of the Private Placement Warrants:


	As of			As of
	August 26, 2021			September 30, 2021
Risk-free rate		0.84	%		0.95	%
Dividend yield rate		0.00	%		0.00	%
Volatility		21.6	%		29.0	%
Contractual term (in years)		5.00			4.91
Exercise price	$	11.50		$	11.50

The following table presents changes in the fair value of the Private Placement Warrants for the three and eight months ended September 30, 2021:


	Three Months Ended		Eight Months Ended
	September 30, 2021		September 30, 2021
Balance, beginning of period	$	-	$	-
Assumed in Business Combination		261,060		261,060
Change in fair value		10,260		10,260
Balance, end of period	$	271,320	$	271,320

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Prepaid Expenses

8 Months Ended

Sep. 30, 2021

Prepaid Expenses [Abstract]

Prepaid Expenses

NOTE 5. PREPAID EXPENSES

As of September 30, 2021, the Company had $15.3 million of prepaid expenses on its unaudited condensed consolidated balance sheet, which was almost entirely related to prepaid insurance as less than $0.1 million related to other prepaid expenses. There were no prepaid expenses as of January 31, 2021.

Deposit on Equipment

8 Months Ended

Sep. 30, 2021

Disclosure Deposits On Equipment [Abstract]

Deposits On Equipment

NOTE 6. DEPOSITS ON EQUIPMENT

As of September 30, 2021, the Company had outstanding executed purchase agreements for the purchase of (1) 27,000 Antminer S19j Pro (100 TH/s) miners from Bitmain Technologies Limited (“Bitmain”) and (2) 60,000 MicroBT M30S, M30S+ and M30S++ miners

from SuperAcme Technology (Hong Kong) Limited (“SuperAcme”), all of which are to be delivered in monthly batches from January 2022 through December 2022. The purchase agreement commitments, deposits paid and expected delivery timing (remaining balances are payable in advance of shipping) are summarized below:


Vendor	Agreement Date	Purchase Commitment		Deposits Paid		Expected Shipping
Bitmain Technologies Limited	August 20, 2021 and August 30, 2021	$	171,135,000	$	49,656,000	January 2022 - September 2022
SuperAcme Technology (Hong Kong)*	September 2, 2021		222,400,800		22,240,080	July 2022 - December 2022
Various vendors for other contracts and costs			5,959,351		2,449,784
Total		$	399,495,151	$	74,345,864

* Pursuant to the Company’s agreements with Bitmain and SuperAcme, the Company is responsible for all logistics costs related to transportation, packaging for transportation and insurance related to the delivery of the miners.

Security Deposits

8 Months Ended

Sep. 30, 2021

Deposit Assets Disclosure [Abstract]

Security Deposits

NOTE 7. SECURITY DEPOSITS

Security deposits consisted of the following:


	September 30, 2021
Luminant Purchase and Sale Agreement collateral (see Note 9)	$	3,063,020
Luminant Power Purchase Agreement Independent Collateral Amount (see Note 9)		6,276,902
Other deposits		41,250
Total security deposits	$	9,381,172

- Definition

The entire disclosure for affiliate whose security is pledged as collateral for security registered or being registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher SEC
-Name Regulation S-X (SX)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Regulation S-X (SX)
-Number 210
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Related Party Transactions

8 Months Ended

Sep. 30, 2021

Related Party Transactions

NOTE 8. RELATED PARTY TRANSACTIONS

Accounts payable, related party

The chief executive officer (“CEO”) and chief financial officer of the Company purchased several computers and funded other operating expenses of the Company and were subsequently reimbursed by an affiliate of Bitfury Top HoldCo. Additionally, the affiliate of Bitfury Top HoldCo also paid a consulting fee to the Company’s CEO for several months prior to the CEO being hired on a full-time basis by the Company. These amounts totaled $47,475 and were recorded as a related party accounts payable line item on the Company’s balance sheets until they were reclassified to the related party loan on August 26, 2021(see further discussion below).

Related party loan

The Company entered into a loan agreement with an affiliate of Bitfury Top HoldCo (the “Lender”) for an initial amount of $0.1 million on February 8, 2021. The interest rate under the loan was initially set at 0.3% and the Lender approved multiple increases to the outstanding loan balance, as well as paid vendors directly on behalf of the Company. On August 26, 2021, the loan agreement was amended by the parties to amend the interest rate per annum to 2.5%, to revise the maturity date to August 31, 2021, and to update the total amount disbursed under the loan to approximately $7.0 million, which included the reclassified accounts payable related party balance of $47,475. The $7.0 million outstanding loan balance was repaid by the Company at the Closing on August 27, 2021 by offsetting it against the $60.0 million of cash due under the Bitfury Private Placement. The Company has recorded accrued interest of $26,823 on its condensed consolidated balance sheet as of September 30, 2021, which represents all interest due to the Lender under this loan agreement at the revised interest rate of 2.5%.

Subscription receivable

On January 7, 2021, the Company received a letter for a subscription for 500 shares (200,000,000 shares converted at the Exchange Ratio) of its Common Stock from Bitfury Top HoldCo in exchange for a future payment of $5, which was recorded as a subscription receivable on the balance sheet as of January 31, 2021. The Company received payment for the subscribed shares on February 24, 2021.

As noted above in Note 3, related to the Bitfury Private Placement, there was a $1.7 million subscription receivable recorded on the condensed consolidated balance sheet as of September 30, 2021, which was received by the Company on October 4, 2021.

Commitments and Contingencies

8 Months Ended

Sep. 30, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 9. COMMITMENTS AND CONTINGENCIES

Litigation

The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.

Commitments

In the normal course of business, the Company enters into contracts that contain a variety of indemnifications with its employees, licensors, suppliers and service providers. The Company's maximum exposure under these arrangements, if any, is unknown as of September 30, 2021. The Company does not anticipate recognizing any significant losses relating to these arrangements.

Power and hosting arrangements

The Company is party to several power and hosting arrangements as described below.

Luminant power arrangement

On June 23, 2021, the Company entered into a definitive power purchase agreement, which was subsequently amended and restated on July 9, 2021, with Luminant for the supply of electric power at a predetermined power price to a site in Texas for a term of five years with a subsequent automatic annual renewal provision (as amended and restated, the “Luminant Power Agreement”).

The Luminant Lease Agreement leases the Company a plot of land where the planned data center, ancillary infrastructure and electrical system (the “Interconnection Electrical Facilities” or “substation”) will be set up for the Texas site.

Under the Luminant Power Agreement, the Company is required to provide Luminant with collateral of approximately $12.6 million (the “Independent Collateral Amount”). Half of the Independent Collateral Amount was paid to Luminant on September 1, 2021 and is recorded in security deposits on the condensed consolidated balance sheet as of September 30, 2021, as the Company received notice that Luminant had commenced construction of the Interconnection Electrical Facilities. The other half will be due 15 days prior to the date on which the Interconnection Electrical Facilities are completed and made operational. The Independent Collateral Amount will remain in place throughout the term of the Luminant Power Agreement. Details of the construction of the Interconnection Electrical Facilities, including collateral arrangements that are in addition to the Independent Collateral Amount, are set out in the Luminant Purchase and Sale Agreement. Under the Luminant Purchase and Sale Agreement, the Company provided approximately $3.1 million as collateral separate from the Independent Collateral Amount, which is recorded in security deposits, along with the Independent Collateral Amount, on the unaudited condensed consolidated balance sheet as of September 30, 2021.

The Luminant Lease Agreement is effective from the date of the Company’s notification of the Effective Date of the Business Combination, which was August 27, 2021, and shall continue for five years following completion of the substation, subject to renewal provisions aligned with the Luminant Power Agreement. Financing for use of the land and substation is provided by Luminant affiliates, with monthly installments of principal and interest due over a five-year period starting upon transfer of legal title of the substation to the Company (estimated total undiscounted principal payments of $13.1 million). At the end of the lease term for the Interconnection Electrical Facilities, the substation will be sold back to Luminant’s affiliate, Vistra Operations Company, LLC at a price to be determined based upon bids obtained in the secondary market.

Standard Power hosting agreement

Under the Standard Power Hosting Agreement entered into on February 3, 2021 by the Company and 500 N 4th Street LLC, doing business as Standard Power (“Standard Power”), the Company agrees to provide Standard Power with Bitcoin miners with a specified energy utilization capacity necessary to generate computational power at three Ohio facilities (the “Miners”). Standard Power, in turn, is obligated to (i) host the Miners in specialized containers and provide the electrical power and transmission and connection equipment necessary for the mining and (ii) host, operate and manage the Miners there, in each case in accordance with the terms and conditions of the Standard Power Hosting Agreement.

The Standard Power Hosting Agreement provides that Standard Power shall provide an electric power infrastructure, including containers, necessary to operate Miners with a specified energy utilization capacity at facility 1 in Ohio in accordance with the specifications and power availability date set out in the availability schedule.

Thereafter, Standard Power shall provide the hosting capacity, housing and equipment for Miners with the specified energy utilization capacities that will be delivered to the facilities in accordance with the availability schedule, as may be amended and supplemented. Standard Power also undertakes to be responsible for the proper installation and the costs of work for hosting the Miners in the specialized containers in each facility and for the proper care and maintenance of the Miners, the facilities and the containers in which the Miners are installed.

Under the Standard Power Hosting Agreement, the Company is obligated to pay a hosting fee and an operational service fee. The Company’s payment obligations under the Standard Power Hosting Agreement become effective on a pro rata basis according to the number of Miners in operation in accordance with the terms of this agreement. The Standard Power Hosting Agreement provides for a term of five years with automatic five-year renewal provisions.

WindHQ power arrangement and joint venture

On June 10, 2021, the Company and WindHQ, LLC (“WindHQ”) signed a binding definitive framework agreement with respect to the construction, build-out, deployment and operation of one or more data centers (“Data Centers”) in the United States (the “WindHQ Joint Venture Agreement”).

The WindHQ Joint Venture Agreement provides that the parties shall collaborate to fund the construction and build-out of certain specified Data Centers at locations already identified by the parties (“Initial Data Centers”). Each Initial Data Center will be owned by a separate limited liability company (each, an “Initial Data Center LLC”), and WindHQ and the Company will each own 51% and 49%, respectively, of the initial membership interests of each Initial Data Center LLC.

The WindHQ Joint Venture Agreement includes a development schedule for additional electrical power capacity through the joint identification, procurement, development and operation of additional Data Centers (“Future Data Centers”). Each Future Data Center will be owned by a separate limited liability company (each, a “Future Data Center LLC”, and collectively with the Initial Data Center LLCs, the “Data Center LLCs”), and WindHQ will own at least 51% of the initial membership interests of each Future Data Center LLC and the Company will own a maximum of 49% of the initial membership interests of each Future Data Center LLC. Furthermore, under the WindHQ Joint Venture Agreement, WindHQ is required to procure energy for Future Data Centers at the most favorable pricing then available. Similarly, the Company is required to procure the applicable equipment needed for the Future Data Centers at the most favorable pricing then available.

Under the WindHQ Joint Venture Agreement, WindHQ agrees to provide a series of services to each of the Data Centers, including but not limited to: (i) the design and engineering of each of the Data Centers; (ii) the procurement of energy equipment and others related services such as logistics for each of the Data Centers; and (iii) the construction work for each of the Data Centers. The Company, on the other hand, is required to support and monitor (remotely) the operations of the hardware at each Data Center (particularly the mining servers).

A development fee equal to 2% of capital expenditures in respect of the initial development of each Data Center shall be paid 50% to WindHQ and 50% to the Company. Furthermore, a fee equal to 2% of the gross revenues of each of the Data Center LLCs will be payable monthly, based on the immediately prior month gross revenue of such Data Center, 50% to WindHQ and 50% to the Company.

The WindHQ Joint Venture Agreement also provides that for each Data Center, WindHQ and the Company will cooperate to prepare a financial model incorporating the relevant economic factors of such Data Center, and both WindHQ and the Company will provide

the initial funding required for each Data Center on a pro rata basis in accordance with the parties’ respective ownership interests in the applicable Data Center.

The arrangement with WindHQ is still in the planning phase and has nominal operations and working capital. Currently, it is not anticipated by management of the Company that the Company’s investment in any of the individual Data Center LLCs will meet the definition of a variable interest entity in accordance with ASC 810, “Consolidation” and the Company will not have a controlling voting interest in any of the Data Center LLCs. No agreements for the Data Centers have been executed between the parties, however, based upon the Company's expectation that they will have significant influence over the operations and major decisions of the Data Center LLCs, the Company’s 49% ownership in each individual Data Center LLC will be separately accounted for under the equity method of accounting, as the Company does not expect to exercise control over the Data Center LLCs.

Stockholders' Equity (Deficit)

8 Months Ended

Sep. 30, 2021

Stockholders Equity Note [Abstract]

Stockholders' Equity (Deficit)

NOTE 10. STOCKHOLDERS’ EQUITY (DEFICIT)

As of September 30, 2021, 510,000,000 shares with a par value of $0.001 per share are authorized, of which, 500,000,000 shares are designated as Common Stock and 10,000,000 shares are designated as Preferred Stock.

Common Stock

Holders of each share of Common Stock are entitled to dividends when, as and if declared by the Board. As of September 30, 2021, the Company had not declared any dividends. The holder of each share of Common Stock is entitled to one vote. The voting, dividend, liquidation and other rights and powers of the Common Stock are subject to and qualified by the rights, powers and preferences of any outstanding series of Preferred Stock.

Cipher

As of January 31, 2021, 5,000 common shares of Cipher were authorized with a par value of $0.001 per share, and 500 units were subscribed, which were issued subsequent to January 31, 2021, as discussed above in Note 8. In connection with the Business Combination, the 500 common shares of Cipher were converted into 200,000,000 shares of the Company’s Common Stock.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Warrants

8 Months Ended

Sep. 30, 2021

Warrants And Rights Note Disclosure [Abstract]

Warrants

NOTE 11. WARRANTS

The Company assumed the Public and Private Placement Warrants, as mentioned above in Note 2, upon consummation of the Business Combination. The Public and Private Placement Warrants entitle the holder to purchase one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment. There were 8,500,000 Public Warrants and 114,000 Private Placement Warrants outstanding both as of the Closing Date of the Business Combination and as of September 30, 2021. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants.

Public Warrants

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.



Once the warrants become exercisable, the Company may redeem the Public Warrants:



in whole and not in part;



at a price of $0.01 per warrant;



upon not less than 30 days’ prior written notice of redemption;



if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and



if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

Private Placement Warrants

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Equity Based Compensation

8 Months Ended

Sep. 30, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Share-based Compensation

NOTE 12. EQUITY-BASED COMPENSATION

Upon Closing of the Business Combination, the Board approved the Cipher Mining Inc. Incentive Award Plan (the “Incentive Award Plan”). The Incentive Award Plan provides for the grant of stock options, including incentive stock options and nonqualified stock options, restricted stock units, stock appreciation rights, and other stock or cash-based awards to employees, consultants and directors.

Initially, up to 19,869,312 shares of Common Stock are available for issuance under awards granted pursuant to the Incentive Award Plan. In addition, the number of shares of Common Stock available for issuance under the Incentive Equity Plan will be increased on January 1 of each calendar year beginning in 2022 and ending in 2031 by an amount equal to the lesser of (a) three percent (3%) of the total number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares determined by the Board. As of September 30, 2021, 19,869,312 shares of Common Stock are available for issuance under the Equity Incentive Plan.

Net Loss Per Share

8 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

NOTE 13. NET LOSS PER SHARE

Basic net loss per share is computed by dividing net loss allocable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share adjusts net loss and net loss per common share for the effect of all potentially dilutive shares of the Company’s Common Stock. Basic net loss per common share is the same as dilutive net loss per common share for the three and eight months ended September 30, 2021, as the inclusion of all potential common shares would have been antidilutive. Public and private warrants that were sold by GWAC in its initial public offering or concurrent with its initial public offering, respectively, and assumed by the Company as of the Effective Date of the Business Combination are the only potentially dilutive securities that have been outstanding for the Company during the three and eight months ended September 30, 2021.

The following table presents the common shares that are excluded from the computation of diluted net loss per common share as of the periods presented because including them would have been antidilutive.


	September 30, 2021
Public Warrants		8,500,000
Private Placement Warrants		114,000
		8,614,000

Subsequent Events

8 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

NOTE 14. SUBSEQUENT EVENTS

On October 11, 2021, the Company entered into an agreement with Bitfury Top HoldCo, made under and as a part of the Master Services and Supply Agreement between the Company and Bitfury Top HoldCo, dated as of August 26, 2021, to purchase a total of between 28,000 to 56,000 mining rigs, which shall be delivered in seven batches on a monthly basis between June 2022 and December 2022. We agreed to pay a maximum price per machine and to make an advance payment of $10.0 million that was paid to Bitfury Top HoldCo on October 13, 2021 (the “Pre-payment”) following the execution of the agreement and advance payments thereafter for each monthly batch due in accordance with the terms of the agreement.

On November 9, 2021, the Company paid an additional deposit amount of $11.4 million to Bitmain pursuant to the executed purchase agreement with Bitmain further detailed in Note 6 above.

On November 10, 2021, the Board approved grants of restricted stock units under the Incentive Award Plan to Tyler Page, the Company's Chief Executive Officer, and Edward Farrell, the Company's Chief Financial Officer, which grants are to be effective November 12, 2021. The material terms of the restricted stock unit grants are described below.

Mr. Page received a grant of 5,676,946 restricted stock units which are fully vested upon grant. In addition, Mr. Page received a grant of 7,096,183 restricted stock units, 2,838,473 of which are subject to service-based vesting (the “Service-Based RSUs”) and 4,257,710 of which are subject to performance-based vesting (the “Performance-Based RSUs”). The Service-Based RSUs vest in equal installments on each of January 1, 2022, January 1, 2023, January 1, 2024 and January 1, 2025, subject to Mr. Page’s continuous service on the applicable vesting date; provided, that if Mr. Page’s employment is terminated by the Company without “cause,” by Mr. Page for “good reason” (as such terms are defined in Mr. Page’s employment agreement with the Company) or due to his death or permanent disability, all unvested Service-Based RSUs will vest in full. In addition, in the event of a “change in control” (as defined in the Incentive Award Plan), any unvested Service-Based RSUs will vest subject to Mr. Page’s continuous service to the Company through such change in control. One-third of the Performance-Based RSUs will vest upon the Company achieving a market capitalization equal to or exceeding $5 billion, $7.5 billion and $10 billion, in each case over a 30-day lookback period and subject to Mr. Page’s continuous service through the end of the applicable 30-day period. In addition, if the $10 billion market capitalization milestone is achieved and Mr. Page remains in continuous service through such achievement, any then-unvested Service-Based RSUs will vest. In the event of a change in control and Mr. Page’s continuous service through such change in control, the per share price (plus the per share value of any other consideration) received by the Company’s stockholders in such change in control will be used to determine whether any of the market capitalization milestones are achieved (without regard to the 30-day lookback period). Any Performance-Based RSUs that do not vest prior to Mr. Page’s termination of service or, if earlier, in connection with a change in control will be forfeited for no consideration.

Mr. Farrell received a grant of 936,696 restricted stock units which are subject to service-based vesting. Mr. Farrell’s restricted stock units will vest in equal installments on each of January 1, 2022, January 1, 2023, January 1, 2024 and January 1, 2025, subject to Mr. Farrell s continuous service on the applicable vesting date; provided, that if Mr. Farrell’s employment is terminated by the Company without “cause,” by Mr. Farrell for “good reason” (as such terms are defined in Mr. Farrell’s employment agreement with the Company) or due to his death or permanent disability, all unvested restricted stock units will vest in full. In addition, in the event of a change in control, any unvested restricted stock units will vest subject to Mr. Farrell’s continuous service to the Company through such change in control.

Summary of Significant Accounting Policies (Policies)

8 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of presentation and principles of consolidation

Cipher was determined to be the accounting acquirer based on an evaluation of the following facts and circumstances:



Cipher’s existing shareholder has the greatest voting interest in the Company;



the majority of the members of the board of directors of the Company are primarily composed of individuals associated with Cipher;



Cipher’s senior management is the senior management of the Company; and



Cipher’s operations prior to the Reverse Recapitalization comprise the only ongoing operations of the Company after the consummation of the Business Combination.

The unaudited condensed consolidated financial statements include the accounts of the Company and its controlled subsidiary, Cipher. All intercompany transactions and balances have been eliminated.

Emerging Growth Company

Emerging growth company

Use of Estimates

Use of estimates

Unaudited Interim Condensed Consolidated Financial Statements

Unaudited interim condensed consolidated financial statements

Change in Fiscal Year

Change in fiscal year

Cash and Cash Equivalents

Cash and cash equivalents

Concentrations of Credit Risk

Concentrations of credit risk

Fair value of Financial Instruments

Fair value of financial instruments

Level 1 – Observable inputs, such as quoted prices in active markets for identical assets and liabilities.

Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Deferred Offering and Deferred Investment Costs

Deferred offering and deferred investment costs

Property and Equipment

Property and equipment

Property and equipment, net consisted of the following:


	September 30, 2021			January 31, 2021
Computer equipment	$	23,761		$	1,642
Construction-in-progress		108,118			-
Less: accumulated depreciation		(1,427	)		(5	)
Property and equipment, net	$	130,451		$	1,637

Impairment of Long-lived Assets

Impairment of long-lived assets

Common Stock Warrants

Common stock warrants

Revenue Recognition

Revenue recognition



Step 1: Identify the contract with the customer



Step 2: Identify the performance obligations in the contract



Step 3: Determine the transaction price



Step 4: Allocate the transaction price to the performance obligations in the contract



Step 5: Recognize revenue when the company satisfies a performance obligation

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.



Variable consideration



Constraining estimates of variable consideration



The existence of a significant financing component in the contract



Noncash consideration



Consideration payable to a customer

Digital asset mining services

Mining pools

Cryptocurrencies

Income Taxes

Income taxes

affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Recent Accounting Pronouncements Issued but Not Yet Adopted

Recent accounting pronouncements issued but not yet adopted

Summary of Significant Accounting Policies (Table)

8 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Summary of Property and Equipment

Property and equipment, net consisted of the following:


	September 30, 2021			January 31, 2021
Computer equipment	$	23,761		$	1,642
Construction-in-progress		108,118			-
Less: accumulated depreciation		(1,427	)		(5	)
Property and equipment, net	$	130,451		$	1,637

Business Combination (Tables)

8 Months Ended

Sep. 30, 2021

Business Combinations [Abstract]

Schedule of Reconciliation of Elements of Business Combination


	Recapitalization
Cash - GWAC trust and cash, net of redemptions	$	43,197,478
Cash - PIPE Financing		322,350,000
Cash, subscription receivable and/or debt forgiveness - Bitfury Private Placement		60,000,000
Add: Non-cash net assets assumed from GWAC		433,186
Less: Subscription receivable - Bitfury Private Placement		(1,690,351	)
Less: Fair value of private warrants		(261,060	)
Less: Transaction costs and advisory fees allocated to equity		(40,965,106	)
Net Business Combination		383,064,147
Less: Non-cash net assets assumed from GWAC		(433,186	)
Less: Transaction costs and advisory fees allocated to warrants		(102,432	)
Add: Fair value of private warrants		261,060
Add: Accrued transaction costs and advisor fees		1,063,416
Net cash contributions from Business Combination	$	383,853,005

Schedule of Common Stock Issued Following the Consummation of Business Combination

The number of shares of Common Stock issued immediately following the consummation of the Business Combination was as follows:


Common stock of GWAC, net of redemptions			4,345,619
GWAC founder shares			3,572,500
GWAC private placement shares			228,000
Shares issued in PIPE Financing			32,235,000
Shares issued in the Bitfury Private Placement			6,000,000
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock			46,381,119
Cipher common shares issued in Business Combination (1)			200,000,000
Shares outstanding			246,381,119

(1)

The number of Cipher common shares outstanding immediately prior to the Business Combination was 500 shares converted at the Exchange Ratio.

Fair Value Measurements (Tables)

8 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Summary of Financial Assets And Liabilities Measurement on Recurring Basis

The Company’s financial assets and liabilities subject to fair value measurement on a recurring basis and the level of inputs used for such measurements were as follows:


	Fair Value Measured as of September 30, 2021
	Level 1		Level 2		Level 3		Total
Assets included in:
Cash and cash equivalents
Money market securities	$	101,000,775	$	-	$	-	$	101,000,775
	$	101,000,775	$	-	$	-	$	101,000,775
Liabilities included in:
Warrant liability	$	-	$	-	$	271,320	$	271,320
	$	-	$	-	$	271,320	$	271,320

Summary of Assumptions Utilized in Valuations of Private Placement Warrants

The following table presents significant assumptions utilized in the valuations of the Private Placement Warrants:


	As of			As of
	August 26, 2021			September 30, 2021
Risk-free rate		0.84	%		0.95	%
Dividend yield rate		0.00	%		0.00	%
Volatility		21.6	%		29.0	%
Contractual term (in years)		5.00			4.91
Exercise price	$	11.50		$	11.50

Summary of Change in the Fair Value of the Private Placement Warrants

The following table presents changes in the fair value of the Private Placement Warrants for the three and eight months ended September 30, 2021:


	Three Months Ended		Eight Months Ended
	September 30, 2021		September 30, 2021
Balance, beginning of period	$	-	$	-
Assumed in Business Combination		261,060		261,060
Change in fair value		10,260		10,260
Balance, end of period	$	271,320	$	271,320

Deposit on Equipment (Tables)

8 Months Ended

Sep. 30, 2021

Disclosure Deposits On Equipment [Abstract]

Schedule of Purchase Agreement Commitments, Deposits Paid and Expected Delivery Timing

The purchase agreement commitments, deposits paid and expected delivery timing (remaining balances are payable in advance of shipping) are summarized below:


Vendor	Agreement Date	Purchase Commitment		Deposits Paid		Expected Shipping
Bitmain Technologies Limited	August 20, 2021 and August 30, 2021	$	171,135,000	$	49,656,000	January 2022 - September 2022
SuperAcme Technology (Hong Kong)*	September 2, 2021		222,400,800		22,240,080	July 2022 - December 2022
Various vendors for other contracts and costs			5,959,351		2,449,784
Total		$	399,495,151	$	74,345,864

Security Deposits (Tables)

8 Months Ended

Sep. 30, 2021

Deposit Assets Disclosure [Abstract]

Schedule of Security deposits consisted

Security deposits consisted of the following:


	September 30, 2021
Luminant Purchase and Sale Agreement collateral (see Note 9)	$	3,063,020
Luminant Power Purchase Agreement Independent Collateral Amount (see Note 9)		6,276,902
Other deposits		41,250
Total security deposits	$	9,381,172

Net Loss Per Share (Tables)

8 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Schedule of Common Shares Excluded from Computation of Diluted Net Loss Per Common Share


	September 30, 2021
Public Warrants		8,500,000
Private Placement Warrants		114,000
		8,614,000

Organization and Business - Additional Information (Detail) - USD ($)	8 Months Ended
	Sep. 30, 2021	Aug. 27, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business Combination, net of issuance costs paid	$ 383,853,005
Bitfury Top HoldCo
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Ownership percentage		83.40%
Business Combination, net of issuance costs paid	$ 383,900,000

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	8 Months Ended
	Sep. 30, 2021	Jan. 31, 2021
Property Plant And Equipment [Line Items]
Cash equivalents	$ 101,000,000
Unrecognized tax benefits	0	0
Accrued for payment of interest and penalties	$ 0	$ 0
Common Stock
Property Plant And Equipment [Line Items]
Cash tender offer minimum percentage	50.00%
Computer Equipment
Property Plant And Equipment [Line Items]
Estimated useful lives of assets	3 years

Summary of Significant Accounting Policies - Summary of Property and Equipment (Details) - USD ($)	Sep. 30, 2021	Jan. 31, 2021
Property Plant And Equipment [Line Items]
Less: accumulated depreciation	$ (1,427)	$ (5)
Property and equipment, net	130,451	1,637
Computer Equipment
Property Plant And Equipment [Line Items]
Property and equipment gross	23,761	$ 1,642
Construction in Progress
Property Plant And Equipment [Line Items]
Property and equipment gross	$ 108,118

Business Combination - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		8 Months Ended
	Aug. 27, 2021	Sep. 30, 2021	Jan. 31, 2021
Business Acquisition [Line Items]
Common stock, par value		$ 0.001	$ 0.001
Shares authorized		510,000,000
Common stock, shares authorized		500,000,000	200,000,000
Preferred stock, shares authorized		10,000,000
Common stock voting rights		one vote
Common stock, shares issued		246,381,119
Common stock, shares outstanding	246,381,119	246,381,119
Shares issued, price per share	$ 10.00
GWAC
Business Acquisition [Line Items]
Fixed exchange ratio (in shares)	200,000,000
Shares authorized	510,000,000
Share par value	$ 0.001
Common stock, shares authorized	500,000,000
Preferred stock, shares authorized	10,000,000
Common stock voting rights	Common Stock is entitled to one vote
Common stock shares held	8,146,119
PIPE Investors
Business Acquisition [Line Items]
Aggregate of shares (in Shares)	32,235,000
Shares issued, price per share	$ 10.00
Gross proceeds	$ 322.4
Common stock shares held	32,235,000
Bitfury Top HoldCo
Business Acquisition [Line Items]
Common stock, shares issued	200,000,000
Common stock, shares outstanding	200,000,000
Aggregate of shares (in Shares)	6,000,000
Shares issued, price per share	$ 10.00
Gross proceeds	$ 60.0
Subscriptions receivable		$ 1.7
Bitfury Top HoldCo \| Bitfury Private Placement
Business Acquisition [Line Items]
Common stock, shares issued	6,000,000
Common Stock \| GWAC
Business Acquisition [Line Items]
Fixed exchange ratio (in shares)	400,000
Common stock, par value	$ 0.001

Business Combination - Schedule of Reconciliation of Elements of Business Combination (Details)	8 Months Ended
	Sep. 30, 2021 USD ($)
Business Acquisition [Line Items]
Less: Fair value of private warrants	$ (261,060)
Less: Transaction costs and advisory fees allocated to equity	(40,965,106)
Net Business Combination	383,064,147
Less: Transaction costs and advisory fees allocated to warrants	(102,432)
Add: Fair value of private warrants	261,060
Add: Accrued transaction costs and advisor fees	1,063,416
Net cash contributions from Business Combination	383,853,005
Bitfury Private Placement
Business Acquisition [Line Items]
Cash, subscription receivable and/or debt forgiveness	60,000,000
Less: Subscription receivable	(1,690,351)
GWAC
Business Acquisition [Line Items]
Add: Non-cash net assets assumed	433,186
Less: Non-cash net assets assumed	(433,186)
GWAC Trust and Cash, Net of Redemptions
Business Acquisition [Line Items]
Cash	43,197,478
PIPE Financing
Business Acquisition [Line Items]
Cash	$ 322,350,000

Business Combination - Schedule of Common Stock Issued Following the Consummation of Business Combination (Details) - shares		3 Months Ended	8 Months Ended
	Aug. 27, 2021	Sep. 30, 2021	Sep. 30, 2021
Business Acquisition [Line Items]
Common stock, shares outstanding	246,381,119	246,381,119	246,381,119
Common Stock
Business Acquisition [Line Items]
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock		46,381,119	46,381,119
GWAC
Business Acquisition [Line Items]
Common stock, net of redemptions	4,345,619
Cipher common shares issued in Business Combination	200,000,000
GWAC \| Common Stock
Business Acquisition [Line Items]
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock	46,381,119
Cipher common shares issued in Business Combination	400,000
GWAC \| Founder Shares
Business Acquisition [Line Items]
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock	3,572,500
GWAC \| Private Placement
Business Acquisition [Line Items]
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock	228,000
GWAC \| PIPE Financing
Business Acquisition [Line Items]
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock	32,235,000
GWAC \| Bitfury \| Private Placement
Business Acquisition [Line Items]
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock	6,000,000

Business Combination - Schedule of Common Stock Issued Following the Consummation of Business Combination (Parenthentical) (Details) - shares	Aug. 27, 2021	Jan. 07, 2021	Sep. 30, 2021
Business Acquisition [Line Items]
Common stock, shares outstanding	246,381,119		246,381,119
Cipher
Business Acquisition [Line Items]
Shares converted at exchange ratio	500	500

Fair Value Measurements - Summary of Financial Assets And Liabilities Measurement on Recurring Basis (Details) - Fair Value, Recurring	Sep. 30, 2021 USD ($)
Assets included in:
Assets, fair value	$ 101,000,775
Liabilities:
Liabilities, fair value	271,320
Level 1
Assets included in:
Assets, fair value	101,000,775
Level 3
Liabilities:
Liabilities, fair value	271,320
Warrant Liability
Liabilities:
Liabilities, fair value	271,320
Warrant Liability \| Level 3
Liabilities:
Liabilities, fair value	271,320
Money Market Securities
Assets included in:
Cash and cash equivalents	101,000,775
Money Market Securities \| Level 1
Assets included in:
Cash and cash equivalents	$ 101,000,775

Fair Value Measurements - Summary of Assumptions Utilized in Valuations of Private Placement Warrants (Details) - Private Placement Warrants	Sep. 30, 2021	Aug. 26, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Term	4 years 10 months 28 days	5 years
Risk-free Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private placement warrants, Measurement input	0.95	0.84
Dividend Yield Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private placement warrants, Measurement input	0.00	0.00
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private placement warrants, Measurement input	29.0	21.6
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private placement warrants, Measurement input	11.50	11.50

Fair Value Measurements - Summary of Change in the Fair Value of the Private Placement Warrants (Details) - Private Placement Warrants - USD ($)	3 Months Ended	8 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Assumed in Business Combination	$ 261,060	$ 261,060
Change in fair value	10,260	10,260
Balance, end of period	$ 271,320	$ 271,320

Prepaid Expenses - Additional Information (Details) - USD ($)	Sep. 30, 2021	Jan. 31, 2021
Prepaid Expenses [Line Items]
Prepaid expenses	$ 15,348,809	$ 0
Maximum
Prepaid Expenses [Line Items]
Other prepaid expenses	$ 100,000

Deposit on Equipment - Additional Information (Details)	8 Months Ended
Deposit on Equipment - Additional Information (Details)	Sep. 30, 2021 Antminer
Property Plant And Equipment [Line Items]
Description of purchase agreements	the Company had outstanding executed purchase agreements for the purchase of (1) 27,000 Antminer S19j Pro (100 TH/s) miners from Bitmain Technologies Limited (“Bitmain”) and (2) 60,000 MicroBT M30S, M30S+ and M30S++ miners from SuperAcme Technology (Hong Kong) Limited (“SuperAcme”), all of which are to be delivered in monthly batches from January 2022 through December 2022.
Expected delivery starting month and year	2022-01
Expected delivery ending month and year	2022-12
Bitmain Technologies Limited
Property Plant And Equipment [Line Items]
Number of miners to be purchased	27,000
Expected delivery starting month and year	2022-01
Expected delivery ending month and year	2022-09
SuperAcme Technology (Hong Kong)
Property Plant And Equipment [Line Items]
Number of miners to be purchased	60,000
Expected delivery starting month and year	2022-07
Expected delivery ending month and year	2022-12

Deposit on Equipment - Schedule of Purchase Agreement Commitments, Deposits Paid and Expected Delivery Timing (Details)	8 Months Ended
	Sep. 30, 2021 USD ($)
Property Plant And Equipment [Line Items]
Purchase Commitment	$ 399,495,151
Deposits Paid	$ 74,345,864
Expected Shipping Starting Month and Year	2022-01
Expected Shipping Ending Month and Year	2022-12
Bitmain Technologies Limited
Property Plant And Equipment [Line Items]
Purchase Commitment	$ 171,135,000
Deposits Paid	$ 49,656,000
Expected Shipping Starting Month and Year	2022-01
Expected Shipping Ending Month and Year	2022-09
Bitmain Technologies Limited \| Agreement One
Property Plant And Equipment [Line Items]
Agreement Date	Aug. 20, 2021
Bitmain Technologies Limited \| Agreement Two
Property Plant And Equipment [Line Items]
Agreement Date	Aug. 30, 2021
SuperAcme Technology (Hong Kong)
Property Plant And Equipment [Line Items]
Agreement Date	Sep. 02, 2021
Purchase Commitment	$ 222,400,800
Deposits Paid	$ 22,240,080
Expected Shipping Starting Month and Year	2022-07
Expected Shipping Ending Month and Year	2022-12
Various Vendors For Other Contracts And Costs
Property Plant And Equipment [Line Items]
Purchase Commitment	$ 5,959,351
Deposits Paid	$ 2,449,784

Security Deposits - Schedule of Security deposits consisted (Detail)	Sep. 30, 2021 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Other deposits	$ 41,250
Total security deposits	9,381,172
Luminant Purchase and Sale Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collateral amount	3,063,020
Luminant Power Purchase Agreement Independent
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collateral amount	$ 6,276,902

Related Party Transactions - Additional Information (Details) - USD ($)					8 Months Ended
	Aug. 27, 2021	Aug. 26, 2021	Feb. 08, 2021	Jan. 07, 2021	Sep. 30, 2021	Jan. 31, 2021
Related Party Transaction [Line Items]
Outstanding loan balance repaid					$ 7,038,038
Common stock, shares subscribed						200,000,000
Bitfury Top HoldCo
Related Party Transaction [Line Items]
Common stock value subscriptions				$ 5
Common stock, shares subscribed				500
Shares converted				200,000,000
Subscriptions receivable					$ 1,700,000
Bitfury Top HoldCo \| Loan Agreement
Related Party Transaction [Line Items]
Debt instrument face amount			$ 100,000
Related party debt interest rate		2.50%	0.30%		2.50%
Related party maturity date		Aug. 31, 2021
Outstanding loan due to related parties		$ 7,000,000.0
Reclassification of account payable Related party debt to related party loan payable		$ 47,475
Outstanding loan balance repaid	$ 7,000,000.0
Related party debt accrued interest					$ 26,823
Private Placement \| Bitfury Top HoldCo \| Loan Agreement
Related Party Transaction [Line Items]
Consideration Received on Transaction	$ 60,000,000.0

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	8 Months Ended
	Sep. 30, 2021	Jul. 09, 2021
Loss Contingencies [Line Items]
Percentage of development fee payment	50.00%
Percentage of share in gross revenue payment by joint venture.	50.00%
Initial Data Center L L C
Loss Contingencies [Line Items]
Percentage of Interest in Joint Venture	49.00%
Future Date Center LLC \| Maximum
Loss Contingencies [Line Items]
Expected percentage of interest in future joint venture	49.00%
Luminant Power Arrangement
Loss Contingencies [Line Items]
Definitive power purchase agreement date	Jun. 23, 2021
Payment of independent collateral amount description	Half of the Independent Collateral Amount was paid to Luminant on September 1, 2021 and is recorded in security deposits on the condensed consolidated balance sheet as of September 30, 2021, as the Company received notice that Luminant had commenced construction of the Interconnection Electrical Facilities. The other half will be due 15 days prior to the date on which the Interconnection Electrical Facilities are completed and made operational.
Definitive power purchase agreement amendment date	Jul. 09, 2021
Term of power agreement	5 years
Required collateral amount for power purchase agreement		$ 12.6
Luminant Lease Agreement
Loss Contingencies [Line Items]
Effective start date of lease agreement	Aug. 27, 2021
Lease agreement period	5 years
Principal and interest due over period	5 years
Undiscounted principal payments	$ 13.1
Standard Power Arrangement
Loss Contingencies [Line Items]
Standard power hosting agreement date	Feb. 03, 2021
Term of power agreement	5 years
Renewal term period of power agreement.	5 years
Agreement term description	The Standard Power Hosting Agreement provides for a term of five years with automatic five-year renewal provisions.
Wind H Q
Loss Contingencies [Line Items]
Definitive framework agreement date	Jun. 10, 2021
Development fee percentage on capital expenditure	2.00%
Percentage of development fee payment	50.00%
Payable fee percentage on gross revenue	2.00%
Percentage of share in gross revenue payment by joint venture.	50.00%
Wind H Q \| Initial Data Center L L C
Loss Contingencies [Line Items]
Percentage of Interest in Joint Venture	51.00%
Wind H Q \| Future Date Center LLC \| Minimum
Loss Contingencies [Line Items]
Expected percentage of interest in future joint venture	51.00%
Security Deposits \| Luminant Power Arrangement
Loss Contingencies [Line Items]
Collateral amount	$ 3.1

Stockholders' Equity (Deficit) - Additional Information (Detail) - $ / shares			8 Months Ended
	Aug. 27, 2021	Jan. 07, 2021	Sep. 30, 2021	Jan. 31, 2021
Shares authorized			510,000,000
Common stock, par value			$ 0.001	$ 0.001
Preferred stock par value			$ 0.001	$ 0.001
Common stock, shares authorized			500,000,000	200,000,000
Preferred stock, shares authorized			10,000,000
Common stock, shares subscribed				200,000,000
Common stock voting rights			one vote
Conversion of stock, shares issued	200,000,000
Cipher
Common stock, par value				$ 0.001
Common stock, shares authorized				5,000
Common stock, shares subscribed				500
Shares converted	500	500

Warrants - Additional Information (Details) - $ / shares	8 Months Ended
	Sep. 30, 2021	Aug. 27, 2021
Subsidiary Sale Of Stock [Line Items]
Number of common stock entitled to purchase	1
Exercise price of warrants	$ 11.50
Private Placement Warrants
Subsidiary Sale Of Stock [Line Items]
Warrant outstanding	114,000	114,000
Public Warrants
Subsidiary Sale Of Stock [Line Items]
Warrant outstanding	8,500,000	8,500,000
Warrant expiration term		5 years
Redemption price	$ 0.01
Minimum period for written notice of redemption	30 days
Redemption closing price	$ 18.00
Consecutive trading days	20 days
Consecutive trading days after commencement	30 days
Warrant description	The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering.

Equity Based Compensation - Additional Information (Details) - shares	8 Months Ended
	Sep. 30, 2021	Aug. 27, 2021
Common Stock
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation arrangement by share-based payment award, description	Initially, up to 19,869,312 shares of Common Stock are available for issuance under awards granted pursuant to the Incentive Award Plan. In addition, the number of shares of Common Stock available for issuance under the Incentive Equity Plan will be increased on January 1 of each calendar year beginning in 2022 and ending in 2031 by an amount equal to the lesser of (a) three percent (3%) of the total number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares determined by the Board.
Equity Incentive Plan
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Maximum percentage of annual increase in shares available for incentive plan to outstanding common stock	3.00%
Equity Incentive Plan \| Common Stock
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Number of shares available for issuance of awards	19,869,312
Equity Incentive Plan \| Common Stock \| Maximum
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Number of shares available for issuance of awards		19,869,312

Net Loss Per Share - Schedule of Common Shares Excluded from Computation of Diluted Net Loss Per Common Share (Details)	8 Months Ended
	Sep. 30, 2021 shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share	8,614,000
Public Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share	8,500,000
Private Placement Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share	114,000

Subsequent Events - Additional Information (Details)				8 Months Ended
Subsequent Events - Additional Information (Details)	Nov. 10, 2021 USD ($) shares	Oct. 13, 2021 USD ($)	Oct. 11, 2021 Batch Miningrig	Sep. 30, 2021 USD ($)	Nov. 09, 2021 USD ($)
Subsequent Event [Line Items]
Expected delivery starting month and year				2022-01
Expected delivery ending month and year				2022-12
Additional deposit amount				$ 74,345,864
Bitmain Technologies Limited
Subsequent Event [Line Items]
Expected delivery starting month and year				2022-01
Expected delivery ending month and year				2022-09
Additional deposit amount				$ 49,656,000
Subsequent Event \| Incentive Award Plan \| Mr. Tyler Page \| Restricted Stock Units
Subsequent Event [Line Items]
Share-based compensation arrangement award fully vested upon grant \| shares	5,676,946
Share-based compensation arrangement award granted \| shares	7,096,183
Subsequent Event \| Incentive Award Plan \| Mr. Tyler Page \| Service-Based RSUs
Subsequent Event [Line Items]
Share-based compensation arrangement award granted \| shares	2,838,473
Subsequent Event \| Incentive Award Plan \| Mr. Tyler Page \| Service-Based RSUs \| Tranche One
Subsequent Event [Line Items]
Vesting date	Jan. 01, 2022
Subsequent Event \| Incentive Award Plan \| Mr. Tyler Page \| Service-Based RSUs \| Tranche Two
Subsequent Event [Line Items]
Vesting date	Jan. 01, 2023
Subsequent Event \| Incentive Award Plan \| Mr. Tyler Page \| Service-Based RSUs \| Tranche Three
Subsequent Event [Line Items]
Vesting date	Jan. 01, 2024
Subsequent Event \| Incentive Award Plan \| Mr. Tyler Page \| Service-Based RSUs \| Tranche Four
Subsequent Event [Line Items]
Vesting date	Jan. 01, 2025
Subsequent Event \| Incentive Award Plan \| Mr. Tyler Page \| Performance-Based RSUs
Subsequent Event [Line Items]
Share-based compensation arrangement award granted \| shares	4,257,710
Subsequent Event \| Incentive Award Plan \| Mr. Tyler Page \| Performance-Based RSUs \| Tranche One
Subsequent Event [Line Items]
Vesting rights percentage	33.33%
Share-based compensation award vest upon achievement of maximum market capitalization	$ 5,000,000,000
Award lookback period	30 days
Subsequent Event \| Incentive Award Plan \| Mr. Tyler Page \| Performance-Based RSUs \| Tranche Two
Subsequent Event [Line Items]
Vesting rights percentage	33.33%
Share-based compensation award vest upon achievement of maximum market capitalization	$ 7,500,000,000
Award lookback period	30 days
Subsequent Event \| Incentive Award Plan \| Mr. Tyler Page \| Performance-Based RSUs \| Tranche Three
Subsequent Event [Line Items]
Vesting rights percentage	33.33%
Share-based compensation award vest upon achievement of maximum market capitalization	$ 10,000,000,000
Award lookback period	30 days
Subsequent Event \| Incentive Award Plan \| Mr. Edward Farrell \| Restricted Stock Units
Subsequent Event [Line Items]
Share-based compensation arrangement award granted \| shares	936,696
Subsequent Event \| Incentive Award Plan \| Mr. Edward Farrell \| Restricted Stock Units \| Tranche One
Subsequent Event [Line Items]
Vesting date	Jan. 01, 2022
Subsequent Event \| Incentive Award Plan \| Mr. Edward Farrell \| Restricted Stock Units \| Tranche Two
Subsequent Event [Line Items]
Vesting date	Jan. 01, 2023
Subsequent Event \| Incentive Award Plan \| Mr. Edward Farrell \| Restricted Stock Units \| Tranche Three
Subsequent Event [Line Items]
Vesting date	Jan. 01, 2024
Subsequent Event \| Incentive Award Plan \| Mr. Edward Farrell \| Restricted Stock Units \| Tranche Four
Subsequent Event [Line Items]
Vesting date	Jan. 01, 2025
Subsequent Event \| Bitmain Technologies Limited
Subsequent Event [Line Items]
Additional deposit amount					$ 11,400,000
Subsequent Event \| Bitfury Top HoldCo
Subsequent Event [Line Items]
Number of batches in which mining rigs are delivered \| Batch			7
Expected delivery starting month and year			2022-06
Expected delivery ending month and year			2022-12
Advance payment paid		$ 10,000,000.0
Subsequent Event \| Minimum \| Bitfury Top HoldCo
Subsequent Event [Line Items]
Number of mining rigs to be purchased \| Miningrig			28,000
Subsequent Event \| Maximum \| Bitfury Top HoldCo
Subsequent Event [Line Items]
Number of mining rigs to be purchased \| Miningrig			56,000