0001193125-22-014855 | 10-K/A | XBRL Viewer

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Cover Page - USD ($)	6 Months Ended
Cover Page - USD ($)	Dec. 31, 2020	Jan. 13, 2022	Jun. 30, 2020
Document Information [Line Items]
Document Type	10-K/A
Document Annual Report	true
Amendment Flag	true
Amendment Description	References throughout this Amendment No. 3 to the Annual Report on Form 10-K to “we,” “us,” “Cipher Mining,” “Company” or “our Company” are to Cipher Mining Inc. (formerly known as Good Works Acquisition Corp.), unless the context otherwise indicates. This Amendment No. 3 (“Amendment No. 3”) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K/A of Cipher Mining Inc. (formerly known as Good Works Acquisition Corp.) for the fiscal year ended December 31, 2020 (the “Affected Period”), as filed with the Securities and Exchange Commission (“SEC”) on June 14, 2021 (the “Second Amended Filing”). The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable common stock, par value $0.001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on October 22, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated certificate of incorporation (the “Charter”). Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares (redeemable and non-redeemable). This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. Except as otherwise expressly provided herein, the information in this Amendment No. 3 does not reflect the consummation of the Business Combination, which occurred subsequent to the periods covered hereunder. Therefore, on December 17, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of October 22, 2020 (the “Post IPO Balance Sheet”), as previously revised in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on June 14, 2021 (“2020 Form 10-K/A No. 2”) and (ii) audited financial statements included in the 2020 Form 10-K/A No. 2 should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Period in this Form 10-K/A for the Post IPO Balance Sheet and the Company’s audited financial statements included in the 2020 Form 10-K/A No. 2. The restatement does not have an impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”). We are filing this Amendment No. 3 to amend and restate the Second Amended Filing with modications as necessary to reflect the restatements. Therefore, we are filing this Amendment No. 3 to include additional risk factors under Item 1A, the Management’s Discussion and Analysis of Financial Condition and Results of Operation described in Item 7, Financial Statements and Supplementary Data described in Item 8, and Controls and Procedures disclosure described in Item 9A of Form 10-K, a signature page and the certifications required to be filed as exhibits. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits (in Exhibits 31.1 to 32.2) to this Amendment No. 3 under Item 15 of Part IV hereof. Except as described above, this Amendment No. 3 does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment No. 3 does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment No. 3 should be read in conjunction with the Second Amended Filing and the Company’s other filings with the SEC. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Second Amended Filing.
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
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 $.001 per share
Trading Symbol	CIFR
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
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	true
Entity Common Stock, Shares Outstanding		250,174,253
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Public Float			$ 0
Warrant [Member]
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

Balance Sheet	Dec. 31, 2020 USD ($)
Assets
Cash	$ 1,276,364
Prepaid expenses	297,371
Total current assets	1,573,735
Cash and securities held in Trust Account	170,027,342
Total Assets	171,601,077
Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Equity
Accounts payable and accrued expenses	129,388
Total current liabilities	129,388
Warrant liabilities	123,070
Total Liabilities	252,458
Commitments
Common stock subject to possible redemption, $0.001 par value;17,000,000 shares at redemption value	170,000,000
Stockholders' Equity:
Common stock, $0.001 par value; 100,000,000 shares authorized; 4,478,000 shares issued and outstanding (excluding 17,000,000 shares subject to possible redemption)	4,478
Additional paid-in capital	1,451,172
Accumulated deficit	(107,031)
Total stockholders' equity	1,348,619
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Equity	$ 171,601,077

Balance Sheet (Parentheticals)	Dec. 31, 2020 $ / shares shares
Common stock subject to possible redemption	17,000,000
Common stock subject to possible redemption, par or stated value per share \| $ / shares	$ 0.001
Preferred stock par value (in Dollars per share) \| $ / shares	$ 0.001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common stock par value (in Dollars per share) \| $ / shares	$ 0.001
Common stock, shares authorized	100,000,000
Common stock, shares issued	4,478,000
Common stock, shares outstanding	4,478,000

Statement of Operations	6 Months Ended
Statement of Operations	Dec. 31, 2020 USD ($) $ / shares shares
Formation and operating costs	$ 153,657
Loss from operations	(153,657)
Other income
Change in fair value of warrant liabilities	19,284
Interest income	27,342
Total other income	46,626
Net loss	$ (107,031)
Basic and Diluted weighted-average redeemable common shares outstanding (in Shares) \| shares	6,711,864
Basic and Diluted net loss per redeemable common share (in Dollars per share) \| $ / shares	$ (0.01)
Basic and Diluted weighted-average non-redeemable common shares outstanding (in Shares) \| shares	4,015,186
Basic and Diluted net loss per non-redeemable common share (in Dollars per share) \| $ / shares	$ (0.01)

Statement of Changes in Stockholders' Equity - 6 months ended Dec. 31, 2020 - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Balance at Jun. 23, 2020
Balance (in Shares) at Jun. 23, 2020
Issuance of common stock to founders	$ 25,000	$ 4,313	20,687
Issuance of common stock to founders (in Shares)	750,000	4,312,500
Sale of 1,355,000 to anchor investors		$ 1,355	(1,355)
Sale of 1,355,000 to anchor investors (in Shares)		1,355,000
Forfeiture of 1,355,000 by initial stockholders		$ (1,355)	1,355
Forfeiture of 1,355,000 by initial stockholders (in Shares)		(1,355,000)
Sale of 562,500 to GW Sponsor 2, LLC	$ 163,125	$ 563	162,562
Sale of 562,500 to GW Sponsor 2, LLC (in Shares)		562,500
Forfeiture of 562,500 by initial stockholders		$ (563)	563
Forfeiture of 562,500 by initial stockholders (in Shares)		(562,500)
Sale of 228,000 Private Units on October 22, 2020 (Restated)	2,280,000	$ 228	2,279,772
Sale of 228,000 Private Units on October 22, 2020 (Restated) (in Shares)		228,000
Fair value of derivative warrant liabilities issued in private placement	(142,353)		(142,353)
Forfeiture of 62,500 by initial stockholders		$ (63)	63
Forfeiture of 62,500 by initial stockholders (in Shares)		(62,500)
Accretion to common stock subject to possible redemption amount (Restated)	(870,122)		(870,122)
Net loss	(107,031)			$ (107,031)
Balance at Dec. 31, 2020	$ 1,348,619	$ 4,478	$ 1,451,172	$ (107,031)
Balance (in Shares) at Dec. 31, 2020		4,478,000

Statement of Changes in Stockholders' Equity (Parentheticals)	6 Months Ended
	Dec. 31, 2020 shares
Common Stock \| Anchor Investors
Sale of stock	1,355,000
Common Stock \| Initial stockholders
Sale of stock	1,355,000
Common Stock \| Initial stockholders
Sale of stock	562,500
Common Stock \| Sponsor 2, LLC
Sale of stock	562,500
Common Stock \| Private Units \| October 22, 2020
Sale of stock	228,000
Common Stock \| Initial stockholders
Number of shares subject to forfeiture	62,500

Statement of Cash Flow	6 Months Ended
Statement of Cash Flow	Dec. 31, 2020 USD ($)
Cash flows from operating activities:
Net loss	$ (107,031)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on treasury securities held in Trust Account	(27,342)
Change in fair value of warrant liabilities	(19,284)
Changes in operating assets and liabilities:
Prepaid expenses	(297,371)
Accounts payable and accrued expenses	129,388
Net cash used in operating activities	(321,640)
Cash flows from investing activities:
Investments held in Trust	(170,000,000)
Net cash used in investing activities	(170,000,000)
Cash flows from financing activities:
Proceeds from sale of common stock to initial stockholders	25,000
Proceeds from sale of Units, net of offering costs	169,129,879
Proceeds from sale of Private Placement Units	2,280,000
Sale of shares to GW Sponsor 2, LLC	163,125
Proceeds from note payable-related party	135,000
Payment of note payable-related party	(135,000)
Net cash provided by financing activities	171,598,004
Net change in cash	1,276,364
Cash, beginning of the period
Cash, end of period	$ 1,276,364

Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies

6 Months Ended

Dec. 31, 2020

Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies

Note 1—Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies

Organization and General

Cipher Mining Inc. (formerly known as Good Works Acquisition Corp. until August 27, 2021) (the “Company”) was incorporated in Delaware on June 24, 2020. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”).

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from June 24, 2020 (inception) through December 31, 2020, relates to the Company’s formation and initial public offering (“IPO”), and, since the completion of the IPO, searching for a target to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate

non-operating income

in the form of interest income from the proceeds derived from the Public Offering and placed in the Trust Account (defined below). The Company has selected December 31 as its fiscal year end.

IPO

On October 22, 2020, the Company completed the sale of 15,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $150,000,000 which is described in Note 3.

Simultaneous with the closing of the IPO, the Company completed the sale of 228,000 Private Units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to certain funds and accounts managed by Magnetar Financial LLC, Mint Tower Capital Management B.V., Periscope Capital Inc., and Polar Asset Management Partners Inc. (collectively, the “Anchor Investors”), generating gross proceeds of $2,228,000, which is described in Note 4.

In connection with the IPO, the underwriters were granted a

45-day

option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 2,250,000 additional units to cover over-allotments (the “Over-Allotment Units”), if any. On October 26, 2020, the underwriters purchased an additional 1,500,000 Units pursuant to the partial exercise of the Over-Allotment Option, generating additional gross proceeds of $15,000,000.

On November 17, 2020, the underwriters purchased an additional 500,000 Units pursuant to the partial exercise of the Over-Allotment Option, generating gross proceeds of $5,000,000.

The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating aggregate additional gross proceeds of $20,000,000 to the Company.

On November 17, 2020, the underwriters canceled the remainder of the Over-Allotment Option. In connection with the cancellation of the remainder of the Over-Allotment Option, on November 17, 2020, the Company cancelled an aggregate of 62,500 shares of common stock issued to

I-B

Good Works LLC, the Company’s sponsor (“Sponsor”).

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Management agreed that an amount equal to at least $10.00 per Unit sold in the Public Offering will be held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of

Rule 2a-7 of

the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In the event of a complete liquidation of the Company, the Trust Account could be further reduced by up to $100,000 for expenses of the liquidation). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 immediately before or after such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor, an affiliate of

I-Bankers

Securities,

Inc.(“I-Bankers

Securities”), the representative of the underwriters for the Company’s Public Offering, and the Company’s management and directors have agreed to vote their Founder Shares and any Public Shares purchased during or after the Public Offering (a) in favor of approving a Business Combination and (b) not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.

Sponsor and the Company’s management and Directors have agreed (a) to waive their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until 21 months from the closing of the Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a

per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

In order to protect the amounts held in the Trust Account, Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of December 31, 2020, we had cash of $1,276,364.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking

in-depth

due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows.

The Company’s financial statements as of December 31, 2020 and for the period from June 24, 2020 (Inception) through December 31, 2020 ( the “Affected Period”), is restated in its Form

10-K/A

(Amendment No. 2) to correct the misapplication of accounting guidance related to the Company’s Public Warrants and is further restated in this Annual Report on Form

10-K/A

(Amendment No. 3) to correct the misapplication of accounting guidance related to the Company’s Public Shares the Company’s previously issued audited financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited financial statements and accompanying notes, as applicable.

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 GAAP requires the Company’s 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 revenues and expenses during the reporting period.

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.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.

Investment Held in Trust Account

Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as

held-to-maturity

in accordance with FASB ASC Topic 320 “Investments—Debt and Equity Securities.”

Held-to-maturity

securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity

treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

A decline in the market value of

held-to-maturity

securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to

year-end,

forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in.

Premiums and discounts are amortized or accreted over the life of the related

held-to-maturity

security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned.

Fair Value Measurements

FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into three levels based on the inputs as follows:


Level 1 —		Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 —		Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 —		Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2020 due to the short maturities of such instruments.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


	Fair Value Measured as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:
U.S. Money Market held in Trust Account	$	203	$	—	$	—	$	203
U.S. Treasury Securities held in Trust Account		170,027,139		—		—		170,027,139

	$	170,027,342	$	—	$	—	$	170,027,342

Liabilities:
Private stock warrant liabilities (Restated)	$	—	$	—	$	123,070	$	123,070
	$	—	$	—	$	123,070	$	123,070

As of December 31, 2020, the estimated fair value of the Private Placement Warrants was determined using a Black Sholes valuation model using Level 3 inputs. Significant inputs to the valuation are as follows:


	At Issuance			As of December 31, 2020
Exercise price	$	11.50		$	11.50
Stock price	$	9.40		$	9.95
Volatility		23.0	%		18.4	%
Probability of completing a Business Combination		88.3	%		88.3	%
Term		5.61			5.42
Risk-free rate		0.42	%		0.42	%
Dividend yield		0.0	%		0.0	%

Risk-free interest rate:

The Company uses the risk-free interest rate of a U.S. Treasury bill with a similar term on the date of the issuance.

Dividend yield:

The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future.

Volatility:

The Company calculates the expected volatility of the of the Company’s common stock using the historical volatilities of the iShares

Micro-Cap

ETF.

Remaining term:

The Company’s remaining term is based on the remaining contractual term of the warrants.

The change in fair value of Private Warrants through December 31, 2020 is as follows:


Warrant liabilities at June 24, 2020 (inception)	$	—
Issuance of private warrants		142,353
Change in fair value of warrant liabilities		(19,283	)

Warrant liabilities at December 31, 2020	$	123,070

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Derivative warrant liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC

815-15.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period.

The 114,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC

815-40.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued in connection with our private placement was initially and subsequently remeasured at fair value using the Black Sholes method.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the IPO, 17,000,000 shares of common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the common stock subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional

paid-in

capital.

Offering Costs

Offering costs consisted of legal, accounting, and underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as

non-operating

expenses in the statement of operations. Offering costs associated with the common stock issued were charged against the carrying value of the Public Shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. 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.

Net Income (Loss) Per Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of redeemable and

non-redeemable

common stock outstanding for the respective period.

The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 7,614,000 shares of common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from June 24, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share of redeemable and

non-redeemable

common stock:


	For the Period from
	June 24, 2020 (Inception)
	Through December 31, 2020
	Redeemable			Non-redeemable
Basic and diluted net loss per share:
Numerator:
Allocation of net loss		$(66,969	)		$(40,062	)
Denominator:
Basic and diluted weighted average shares outstanding		6,711,864			4,015,186

Basic and diluted net loss per share		$ (0.01	)		$ (0.01	)

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of Financial Statements

6 Months Ended

Dec. 31, 2020

Restatement of Financial Statements

Note 2— Restatement of Financial Statements

Amendment No.1

In May 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement warrants the Company issued in its initial public offering, the Company’s previously issued financial statements for the Affected Periods should no longer be relied upon. As such, the Company restated its financial statements in Amendment No. 1 on form

10-K/A

as filed on May 7, 2021.

Amendment No.2

In June 2021, the Audit Committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its Public Warrants the Company issued in its initial public offering, the Company’s previously issued financial statements for the year ended December 31, 2020 should no longer be relied upon. As such, the Company restated its financial statements in Amendment No. 2 on Form

10-K/A

for the year ended December 31, 2020 as filed on June 14, 2021.

Amendment No.3

The Company concluded it should restate its previously issued financial statements by amending Amendment No. 2 to its Annual Report on Form

10-K/A,

filed with the SEC on June 14, 2021, to classify all Public Shares in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph

10-S99,

redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Public Shares in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the Public Shares, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. As a result, the Company restated its previously filed financial statements to present all redeemable common stock as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 31, 2020:


As of December 31, 2020:	As Previously Reported			Adjustment			As Restated
Total assets	$	171,601,077		$	—		$	171,601,077

Total liabilities	$	252,458		$	—		$	252,458

Common stock subject to possible redemption		166,348,609			3,651,391			170,000,000
Preferred stock		—			—			—
Common stock		4,843			(365	)		4,478
Additional paid-in captial		5,102,198			(3,651,026	)		1,451,172
Accumulated deficit		(107,031	)		—			(107,031	)

Total stockholders’ equity	$	5,000,010		$	(3,651,391	)	$	1,348,619

Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Equity	$	171,601,077		$	—		$	171,601,077

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of stockholders’ equity for the period from June 24, 2020 (inception) through December 31, 2020:


	As Previously Reported			Adjustment			As Restated
Balance as of June 24, 2020 (inception)	$	—		$	—		$	—
Issuance of common stock to founders		25,000			—			25,000
Sale of 15,000,000 Units on October 22, 2020 through public offering		150,000,000			(150,000,000	)		—
Sale of 562,500 to GW Sponsor 2, LLC		163,125			—			163,125
Sale of 228,000 Private Units on October 22, 2020		2,280,000			—			2,280,000
Sale of 1,500,000 Units on October 26, 2020 through over-allotment		15,000,000			(15,000,000	)		—
Sale of 500,000 Units on November 17, 2020 through over-allotment		5,000,000			(5,000,000	)		—
Forfeiture of 62,500 by initial stockholders		—						—
Underwriters’ discount		(450,000	)		450,000			—
Other offering expenses		(420,121	)		420,121			—
Fair value of derivative warrant liabilities issued in public offering and private placement (Restated)		(142,353	)		—			(142,353	)
Maximum number of redeemable shares (Restated)		(166,348,610	)		166,348,610			—
Accretion to common stock subject to possible redemption amount (Restated)		—			(870,122	)		(870,122	)
Net loss (Restated)		(107,031	)		—			(107,031	)
Balance as of December 31, 2020	$	5,000,010		$	(3,651,391	)	$	1,348,619

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from June 24, 2020 (inception) through December 31, 2020:


For the Period from June 24, 2020 (inception) through December 31, 2020
	As Previously Reported			Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of common stock subject to possible redemption (restated)	$	167,567,559		$	(167,567,559	)	$	—
Change in value of common stock subject to possible redemption (restated)	$	(1,218,950	)	$	1,218,950		$	—

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the period from June 24, 2020 (inception) through December 31, 2020:


	Earnings Per Share for Common Stock
	As Previously Reported (1)			Adjustment			As Restated
For the Period from June 24, 2020 (inception) through December 31, 2020
Net loss	$	(107,031	)	$	—		$	(107,031	)
Basic and Diluted weighted-average redeemable common shares outstanding		16,723,356			(10,011,492	)		6,711,864
Basic and Diluted net loss per redeemable common share	$	(0.00	)	$	(0.01	)	$	(0.01	)
Basic and Diluted weighted-average non-redeemable common shares outstanding		4,483,216			(468,030	)		4,015,186
Basic and Diluted net loss per non-redeemable common shares	$	(0.02	)	$	0.01		$	(0.01)

(1) -

The weighted average shares outstanding was calculated based on the

two-class

method, where the earnings per share was determined based on redeemable and

non-redeemable

common stock. The Company revised its earnings per share calculation to allocate income and losses by the weighted average shares of redeemable and

non-redeemable

common stock outstanding for the respective period.

Initial Public Offering

6 Months Ended

Dec. 31, 2020

Initial Public Offering

Note 3 - Initial Public Offering

Pursuant to the IPO on October 22, 2020, the Company sold 15,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of common stock and

one-half of

one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

The underwriters were granted a

45-day

option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 2,250,000 additional units to cover over-allotments (the “Over-Allotment Units”), if any. On October 26, 2020, the underwriters partially exercised the over-allotment option by purchasing 1,500,000 Units (the “Over-Allotment Units”), and on November 17, 2020, the underwriters exercised a final over-allotment option and purchased an additional 500,000 Over-Allotment Units, generating aggregate of gross proceeds of $20,000,000.

Upon closing of the IPO and the sale of the Over-Allotment Units, a total of $170,000,000 ($10.00 per Unit) has been placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee.

Private Placement

6 Months Ended

Dec. 31, 2020

Private Placement

Note 4 – Private Placement

On October 22, 2020, simultaneously with the closing of the Public Offering, the Anchor Investors purchased an aggregate of 228,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $2,280,000, in a private placement that occurred simultaneously with the closing of the Public Offering. Each Private Unit consists of one share of common stock (“Private Share”) and

one-half of

one warrant (“Private Warrant”). Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment. The proceeds from the Private Units were added to the proceeds from the Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

Related Party Transactions

6 Months Ended

Dec. 31, 2020

Related Party Transactions

Note 5 – Related Party Transactions

Founder Shares

In July 2020, Sponsor, and our officers and directors (collectively, the “Founders”) purchased an aggregate of 4,312,500 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. In August 2020, certain of our initial stockholders forfeited 1,355,000 Founder Shares and the Anchor Investors purchased 1,355,000 Founder Shares for an aggregate purchase price of approximately $7,855, or approximately $0.006 per share. In October 2020, Sponsor forfeited an aggregate of 562,500 founder shares for no consideration, and GW Sponsor 2, LLC, an entity managed by Management, purchased from the Company 562,500 shares for a purchase price of $163,125. The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture by Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Founders and Anchor Investors will collectively own 20% of the Company’s issued and outstanding shares after the Public Offering (assuming the Founders or Anchor Investors do not purchase any Public Shares in the Public Offering). On November 17, 2020, the underwriters canceled the remainder of the Over-Allotment Option. In connection with the cancellation of the remainder of the Over-Allotment Option, the Company cancelled an aggregate of 62,500 shares of common stock issued to Sponsor.

Of the Founder Shares, several of the Founders are holding an aggregate of 750,000 shares which they have agreed to contribute to a

not-for-profit

organization that is mutually acceptable to them and the Company’s board of directors within six months after the Public Offering or such shares will be forfeited and cancelled.

The Founders and Anchor Investor have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of earlier of (1) one year after the completion of the Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the

lock-up.

Promissory Note — Related Party

On June 30, 2020, the Company issued an unsecured promissory note to IBS Holding Corporation (the “Promissory Note”), an affiliate of the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $432,500. The Promissory Note was

non-interest bearing

and was payable on the earlier of (i) the consummation of the Public Offering or (ii) the date on which the Company determined not to proceed with the Public Offering. On October 22, 2020, the Company repaid the outstanding borrowings under the Promissory Note amounting to $135,000 from the proceeds of the IPO not being placed in the Trust Account. As of December 31, 2020, the Company had no drawn downs under the promissory note.

Related Party Loans

In addition, in order to finance transaction costs in connection with a Business Combination, Sponsor and its designees may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Units of the post Business Combination entity at a price of $10.00 per Private Unit. The Private Units would be identical to the Private Units issued in the Private Placement. At December 31, 2020, were no Working Capital Loans outstanding.

Administrative Support Agreement

The Company has agreed, commencing on the effective date of the Public Offering through the earlier of the Company’s consummation of a Business Combination and the liquidation of the Trust Account, to pay an affiliate of one of the Company’s executive officers $10,000 per month for office space, utilities and secretarial and administrative support.

Investment Held in Trust Account

6 Months Ended

Dec. 31, 2020

Investment Held in Trust Account

Note 6 —Investment Held in Trust Account

As of December 31, 2020, investment in the Company’s Trust Account consisted of $203 in U.S. Money Market and $170,027,139 in U.S. Treasury Securities. All of the U.S. Treasury Securities mature on April 22, 2021. The Company classifies its United States Treasury securities as

held-to-maturity

in accordance with FASB ASC 320 “Investments — Debt and Equity Securities”.

Held-to-maturity

treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2020 are as follows:


	Carrying Value/Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value as of December 31, 2020
U.S. Money Market	$	203	$	—	$	—		$	203
U.S. Treasury Securities		170,027,139		4,916		(148	)		170,031,907

	$	170,027,342	$	4,916	$	(148	)	$	170,032,110

Commitments	6 Months Ended
Commitments	Dec. 31, 2020
Commitments (Details) [Line Items]
Commitments	Note 7 – Commitments Registration Rights The holders of the Founder Shares, as well as the holders of the Private Units and any Private Warrants or Private Units that may be issued in payment of Working Capital Loans made to the Company (and all underlying securities), are entitled to registration rights pursuant to an agreement that was signed on the effective date of Public Offering. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Founder Shares, Private Units and Private Warrants or Private Units issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 -day option from the date of Public Offering to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions. On October 26 , 2020 , the underwriters purchased an additional 1,500,000 Over-Allotment Units pursuant to the partial exercise of the Over-Allotment Option. On November 17 , 2020 , the underwriters purchased an additional 500,000 Over-Allotment Units pursuant to the partial exercise of the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating aggregate additional gross proceeds of $20,000,000 to the Company. On November 17 , 2020 , the underwriters canceled the remainder of the Over-Allotment Option. The Company paid a fixed underwriting discount of $450,000 to the underwriters at the closing of the Public Offering. Business Combination Marketing Agreement The Company engaged I-Bankers Securities, Inc. as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay I-Bankers Securities, Inc. a cash fee for such services upon the consummation of a Business Combinati o n in an amount equal to 4.5% of the gross proceeds of Public Offering (exclusive of any applicable finders’ fees which might become payable).

Common Stock Subject to Possible Redemption

6 Months Ended

Dec. 31, 2020

Temporary Equity Disclosure [Abstract]

Common Stock Subject to Possible Redemption

Note 8 – Common Stock Subject to Possible Redemption

The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001 per share. Holders of the Company’s common stock are entitled to one vote for each share. As of the Initial Public Offering, there were 21,478,000 shares of common stock outstanding, of which 17,000,000 were subject to possible redemption and classified outside of permanent equity in the balance sheet.

The common stock subject to possible redemption reflected on the balance sheet is reconciled in the following table:


Gross proceeds from Initial Public Offering	$	170,000,000
Less:
Fair value of Public Warrants at issuance		(10,263,558	)
Offering costs allocated at common stock subject to possible redemption		(819,932	)
Plus:
Accretion on common stock subject to possible redemption		11,083,490

Common stock subject to possible redemption	$	170,000,000

Stockholders' Equity	6 Months Ended
Stockholders' Equity	Dec. 31, 2020
Class of Stock [Line Items]
Stockholders' Equity	Note 9 – Stockholders’ Equity Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001 per share. At December 31, 2020, there were 4,478,000 shares of common stock issued and outstanding, excluding 17,000,000 shares subject to possible redemption. The holders of the Founder Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of earlier of (1) one year after the completion of the Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares.

- 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
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
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+ Details

Warrants

6 Months Ended

Dec. 31, 2020

Warrants

Note 10 – 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.

The Private Warrants are identical to the Public Warrants underlying the Units sold in the Public Offering, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private 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 Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

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 our 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. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Income Tax

6 Months Ended

Dec. 31, 2020

Income Tax

Note 11 – Income Tax

The Company’s net deferred tax assets are as follows:


	December 31, 2020
Deferred tax asset
Organizational costs/Startup expenses	$	21,868
Federal net operating loss		4,658

Total deferred tax asset		26,526
Valuation allowance		(26,526	)

Deferred tax asset, net of allowance	$	—

The income tax provision consists of the following:


	December 31, 2020
Federal
Current	$	—
Deferred		(26,526	)
State
Current		—
Deferred		—

Change in valuation allowance		26,526

Income tax provision	$	—

As of December 31, 2020, the Company has $22,181 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from June 24, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $26,526.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows:


Statutory federal income tax rate	21.0	%
Change in fair value of derivative warrant liabilities	3.80	%
State taxes, net of federal tax benefit	0.0	%
Change in valuation allowance	(24.8	)%

Income tax provision	—	%

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section 50
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-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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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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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Subsequent Events	6 Months Ended
Subsequent Events	Dec. 31, 2020
Subsequent Event [Line Items]
Subsequent Events	Note 12 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 5, 2021, the Company (or “Good Works”) entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “ Merger Agreement ”), by and among Currency Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of the Company (“ Merger Sub ”), and Cipher Mining Technologies Inc., a Delaware corporation (“ Cipher ”), an affiliate of Bitfury Holding B.V. (“BHBV”). The Merger Agreement provides for, among other things, the following transactions at the closing: (i) Merger Sub will merge with and into Cipher, with Cipher as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Good Works (the “ Merger ”) and, in connection with the Merger, (ii) Good Works will change its name to Cipher Mining Inc. Cipher will be treated as the acquiror for accounting purposes . The Business Combination is expected to close in the second quarter of 2021, following the receipt of the required approval by Good Works stockholders and the fulfillment (or waiver) of other customary closing conditions. In accordance with the terms and subject to the conditions of the Merger Agreement, each share of Cipher common stock, par value $0.001 issued and outstanding shall be converted into the right to receive four hundred thousand (400,000) shares of Good Works common stock, par value $0.001 (“ Good Works Common Stock ”); provided that the exchange ratio shall be adjusted as needed to ensure the aggregate Merger consideration received by the sole stockholder of Cipher equals two hundred million (200,000,000) shares of Good Works Common Stock (at a value of ten dollars ($10.00) per share). Additionally, Good Works will provide the proceeds of the trust account and additional PIPE funding (see paragraph below) equaling no less than $400,000,000, subject to customary closing adjustments. Concurrent with execution of the Merger Agreement, Good Works entered into subscription agreements (the “ Subscription Agreements ”) with certain investors (the “ PIPE Investors ”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and Good Works agreed to issue and sell to such investors, immediately following the Closing (as defined in the Merger Agreement), an aggregate of 37,500,000 shares of Good Works Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $375,000,000 (the “ PIPE Financing ”). Concurrent with the execution of the Merger Agreement and the execution of the Subscription Agreements with the PIPE Investors, Bitfury, the parent company of Cipher, agreed to subscribe for and purchase, and Good Works agreed to issue and sell to Bitfury, concurrent with the Closing (as defined in the Merger Agreement), an aggregate of 5,000,000 shares of Good Works Common Stock in exchange for a benefit-in-kind commitment as payment for such shares (the “Bitfury Private Placement”) pursuant to a subscription agreement with Good Works (the “ Bitfury Subscription Agreement ”). Bitfury agreed to cause BHBV to discount the Service Fees (as that term is defined in the Master Service and Supply Agreement, “MSSA”) charged by BHBV under the MSSA as follows: that the first $200,000,000 of Service Fees payable by Cipher to BHBV under the MSSA described above shall be subject to a discount of 25%, to be applied at the point of invoicing and shown as a separate line item on each relevant invoice. For the avoidance of doubt, when the aggregate value of such discount reaches $50,000,000, such discount shall automatically cease to apply. Such discount shall constitute BHBV’s benefit-in-kind commitment as payment on behalf of its parent entity, for the issuance of the 5,000,000 shares of Good Works Common Stock pursuant to the Bitfury Private Placement.

Accounting Policies, by Policy (Policies)

6 Months Ended

Dec. 31, 2020

Basis of Presentation

The Company’s financial statements as of December 31, 2020 and for the period from June 24, 2020 (Inception) through December 31, 2020 ( the “Affected Period”), is restated in its Form

10-K/A

(Amendment No. 2) to correct the misapplication of accounting guidance related to the Company’s Public Warrants and is further restated in this Annual Report on Form

10-K/A

Emerging Growth Company

non-emerging growth

Use of Estimates

Cash and cash equivalents

Cash and Cash Equivalents

Investment Held in Trust Account

Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as

held-to-maturity

in accordance with FASB ASC Topic 320 “Investments—Debt and Equity Securities.”

Held-to-maturity

securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity

treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

A decline in the market value of

held-to-maturity

year-end,

forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in.

Premiums and discounts are amortized or accreted over the life of the related

held-to-maturity

Fair Value Measurements

The fair value hierarchy is categorized into three levels based on the inputs as follows:


Level 1 —		Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 —		Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 —		Valuations based on inputs that are unobservable and significant to the overall fair value measurement.


	Fair Value Measured as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:
U.S. Money Market held in Trust Account	$	203	$	—	$	—	$	203
U.S. Treasury Securities held in Trust Account		170,027,139		—		—		170,027,139

	$	170,027,342	$	—	$	—	$	170,027,342

Liabilities:
Private stock warrant liabilities (Restated)	$	—	$	—	$	123,070	$	123,070
	$	—	$	—	$	123,070	$	123,070


	At Issuance			As of December 31, 2020
Exercise price	$	11.50		$	11.50
Stock price	$	9.40		$	9.95
Volatility		23.0	%		18.4	%
Probability of completing a Business Combination		88.3	%		88.3	%
Term		5.61			5.42
Risk-free rate		0.42	%		0.42	%
Dividend yield		0.0	%		0.0	%

Risk-free interest rate:

The Company uses the risk-free interest rate of a U.S. Treasury bill with a similar term on the date of the issuance.

Dividend yield:

The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future.

Volatility:

The Company calculates the expected volatility of the of the Company’s common stock using the historical volatilities of the iShares

Micro-Cap

ETF.

Remaining term:

The Company’s remaining term is based on the remaining contractual term of the warrants.

The change in fair value of Private Warrants through December 31, 2020 is as follows:


Warrant liabilities at June 24, 2020 (inception)	$	—
Issuance of private warrants		142,353
Change in fair value of warrant liabilities		(19,283	)

Warrant liabilities at December 31, 2020	$	123,070

Concentration of Credit Risk

Fair Value of Financial Instruments

Derivative warrant liabilities

815-15.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period.

The 114,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC

815-40.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to

re-measurement

Common Stock Subject to Possible Redemption

paid-in

capital.

Offering Costs

non-operating

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Income Taxes

Net Income (Loss) Per Share

non-redeemable

common stock outstanding for the respective period.

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share of redeemable and

non-redeemable

common stock:


	For the Period from
	June 24, 2020 (Inception)
	Through December 31, 2020
	Redeemable			Non-redeemable
Basic and diluted net loss per share:
Numerator:
Allocation of net loss		$(66,969	)		$(40,062	)
Denominator:
Basic and diluted weighted average shares outstanding		6,711,864			4,015,186

Basic and diluted net loss per share		$ (0.01	)		$ (0.01	)

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Dec. 31, 2020

Schedule of fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values


	Fair Value Measured as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:
U.S. Money Market held in Trust Account	$	203	$	—	$	—	$	203
U.S. Treasury Securities held in Trust Account		170,027,139		—		—		170,027,139

	$	170,027,342	$	—	$	—	$	170,027,342

Liabilities:
Private stock warrant liabilities (Restated)	$	—	$	—	$	123,070	$	123,070
	$	—	$	—	$	123,070	$	123,070

Schedule of estimated fair value of public warrants was determined by public trading price and private placement warrants was determined using a Black Scholes valuation model using Level 3 inputs


	At Issuance			As of December 31, 2020
Exercise price	$	11.50		$	11.50
Stock price	$	9.40		$	9.95
Volatility		23.0	%		18.4	%
Probability of completing a Business Combination		88.3	%		88.3	%
Term		5.61			5.42
Risk-free rate		0.42	%		0.42	%
Dividend yield		0.0	%		0.0	%

Schedule of change in fair value of the derivative warrant liabilities


Warrant liabilities at June 24, 2020 (inception)	$	—
Issuance of private warrants		142,353
Change in fair value of warrant liabilities		(19,283	)

Warrant liabilities at December 31, 2020	$	123,070

Schedule of basic and diluted income (loss) per common share

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share of redeemable and

non-redeemable

common stock:


	For the Period from
	June 24, 2020 (Inception)
	Through December 31, 2020
	Redeemable			Non-redeemable
Basic and diluted net loss per share:
Numerator:
Allocation of net loss		$(66,969	)		$(40,062	)
Denominator:
Basic and diluted weighted average shares outstanding		6,711,864			4,015,186

Basic and diluted net loss per share		$ (0.01	)		$ (0.01	)

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Restatement of Financial Statements (Tables)

6 Months Ended

Dec. 31, 2020

Restatement of Financial Statements [Abstract]

Schedule of balance sheet


As of December 31, 2020:	As Previously Reported			Adjustment			As Restated
Total assets	$	171,601,077		$	—		$	171,601,077

Total liabilities	$	252,458		$	—		$	252,458

Common stock subject to possible redemption		166,348,609			3,651,391			170,000,000
Preferred stock		—			—			—
Common stock		4,843			(365	)		4,478
Additional paid-in captial		5,102,198			(3,651,026	)		1,451,172
Accumulated deficit		(107,031	)		—			(107,031	)

Total stockholders’ equity	$	5,000,010		$	(3,651,391	)	$	1,348,619

Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Equity	$	171,601,077		$	—		$	171,601,077

Schedule of Stockholders' Equity


	As Previously Reported			Adjustment			As Restated
Balance as of June 24, 2020 (inception)	$	—		$	—		$	—
Issuance of common stock to founders		25,000			—			25,000
Sale of 15,000,000 Units on October 22, 2020 through public offering		150,000,000			(150,000,000	)		—
Sale of 562,500 to GW Sponsor 2, LLC		163,125			—			163,125
Sale of 228,000 Private Units on October 22, 2020		2,280,000			—			2,280,000
Sale of 1,500,000 Units on October 26, 2020 through over-allotment		15,000,000			(15,000,000	)		—
Sale of 500,000 Units on November 17, 2020 through over-allotment		5,000,000			(5,000,000	)		—
Forfeiture of 62,500 by initial stockholders		—						—
Underwriters’ discount		(450,000	)		450,000			—
Other offering expenses		(420,121	)		420,121			—
Fair value of derivative warrant liabilities issued in public offering and private placement (Restated)		(142,353	)		—			(142,353	)
Maximum number of redeemable shares (Restated)		(166,348,610	)		166,348,610			—
Accretion to common stock subject to possible redemption amount (Restated)		—			(870,122	)		(870,122	)
Net loss (Restated)		(107,031	)		—			(107,031	)
Balance as of December 31, 2020	$	5,000,010		$	(3,651,391	)	$	1,348,619

Schedule of statement of cash flows


For the Period from June 24, 2020 (inception) through December 31, 2020
	As Previously Reported			Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of common stock subject to possible redemption (restated)	$	167,567,559		$	(167,567,559	)	$	—
Change in value of common stock subject to possible redemption (restated)	$	(1,218,950	)	$	1,218,950		$	—

Schedule of statement of operations


	Earnings Per Share for Common Stock
	As Previously Reported (1)			Adjustment			As Restated
For the Period from June 24, 2020 (inception) through December 31, 2020
Net loss	$	(107,031	)	$	—		$	(107,031	)
Basic and Diluted weighted-average redeemable common shares outstanding		16,723,356			(10,011,492	)		6,711,864
Basic and Diluted net loss per redeemable common share	$	(0.00	)	$	(0.01	)	$	(0.01	)
Basic and Diluted weighted-average non-redeemable common shares outstanding		4,483,216			(468,030	)		4,015,186
Basic and Diluted net loss per non-redeemable common shares	$	(0.02	)	$	0.01		$	(0.01)

(1) -

The weighted average shares outstanding was calculated based on the

two-class

method, where the earnings per share was determined based on redeemable and

non-redeemable

common stock. The Company revised its earnings per share calculation to allocate income and losses by the weighted average shares of redeemable and

non-redeemable

common stock outstanding for the respective period.

Investment Held in Trust Account (Tables)

6 Months Ended

Dec. 31, 2020

Schedule of fair value of held to maturity securities


	Carrying Value/Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value as of December 31, 2020
U.S. Money Market	$	203	$	—	$	—		$	203
U.S. Treasury Securities		170,027,139		4,916		(148	)		170,031,907

	$	170,027,342	$	4,916	$	(148	)	$	170,032,110

Common Stock Subject to Possible Redemption (Tables)

6 Months Ended

Dec. 31, 2020

Temporary Equity Disclosure [Abstract]

Summary of common stock subject to possible redemption

The common stock subject to possible redemption reflected on the balance sheet is reconciled in the following table:


Gross proceeds from Initial Public Offering	$	170,000,000
Less:
Fair value of Public Warrants at issuance		(10,263,558	)
Offering costs allocated at common stock subject to possible redemption		(819,932	)
Plus:
Accretion on common stock subject to possible redemption		11,083,490

Common stock subject to possible redemption	$	170,000,000

Income Tax (Tables)

6 Months Ended

Dec. 31, 2020

Schedule of deferred tax assets


	December 31, 2020
Deferred tax asset
Organizational costs/Startup expenses	$	21,868
Federal net operating loss		4,658

Total deferred tax asset		26,526
Valuation allowance		(26,526	)

Deferred tax asset, net of allowance	$	—

Schedule of income tax provision


	December 31, 2020
Federal
Current	$	—
Deferred		(26,526	)
State
Current		—
Deferred		—

Change in valuation allowance		26,526

Income tax provision	$	—

Schedule of reconciliation of federal income tax rate


Statutory federal income tax rate	21.0	%
Change in fair value of derivative warrant liabilities	3.80	%
State taxes, net of federal tax benefit	0.0	%
Change in valuation allowance	(24.8	)%

Income tax provision	—	%

Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Assets that are Measured at Fair Value (Details)	Dec. 31, 2020 USD ($)
Assets:
Assets held in trust account	$ 170,027,342
Liabilities:
Fair value measurement liabilities	123,070
U.S. Money Market held in Trust Account [Member]
Assets:
Assets held in trust account	203
U.S. Treasury Securities held in Trust Account [Member]
Assets:
Assets held in trust account	170,027,139
Fair Value Measured Level 1 [Member]
Assets:
Assets held in trust account	170,027,342
Liabilities:
Fair value measurement liabilities	0
Fair Value Measured Level 1 [Member] \| U.S. Money Market held in Trust Account [Member]
Assets:
Assets held in trust account	203
Fair Value Measured Level 1 [Member] \| U.S. Treasury Securities held in Trust Account [Member]
Assets:
Assets held in trust account	170,027,139
Fair Value Measured Level 2 [Member]
Assets:
Assets held in trust account
Liabilities:
Fair value measurement liabilities
Fair Value Measured Level 2 [Member] \| U.S. Money Market held in Trust Account [Member]
Assets:
Assets held in trust account
Fair Value Measured Level 2 [Member] \| U.S. Treasury Securities held in Trust Account [Member]
Assets:
Assets held in trust account
Fair Value Measured Level 3 [Member]
Assets:
Assets held in trust account
Liabilities:
Fair value measurement liabilities	123,070
Fair Value Measured Level 3 [Member] \| U.S. Money Market held in Trust Account [Member]
Assets:
Assets held in trust account
Fair Value Measured Level 3 [Member] \| U.S. Treasury Securities held in Trust Account [Member]
Assets:
Assets held in trust account
Private stock warrant liabilities [Member]
Liabilities:
Fair value measurement liabilities	123,070
Private stock warrant liabilities [Member] \| Fair Value Measured Level 1 [Member]
Liabilities:
Fair value measurement liabilities	0
Private stock warrant liabilities [Member] \| Fair Value Measured Level 2 [Member]
Liabilities:
Fair value measurement liabilities
Private stock warrant liabilities [Member] \| Fair Value Measured Level 3 [Member]
Liabilities:
Fair value measurement liabilities	$ 123,070

Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Estimated Fair Value of Public Warrants was Determined by Public Trading Price and Private Placement Warrants was Determined Using a Black Scholes Valuation Model Using Level 3 Inputs (Details)	6 Months Ended
	Dec. 31, 2020 $ / shares
Exercise price (in Dollars per share)	$ 11.50
Stock price (in Dollars per share)	$ 9.95
Volatility	18.40%
Term	5 years 5 months 1 day
Risk-free rate	0.42%
Dividend yield	0.00%
Cipher Mining Technologies Inc. [Member]
Probability of completing a Business Combination	88.30%
Issuance [Member]
Exercise price (in Dollars per share)	$ 11.50
Stock price (in Dollars per share)	$ 9.40
Volatility	23.00%
Term	5 years 7 months 9 days
Risk-free rate	0.42%
Dividend yield	0.00%
Issuance [Member] \| Cipher Mining Technologies Inc. [Member]
Probability of completing a Business Combination	88.30%

Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Change in Fair Value of the Derivative Warrant Liabilities (Details)	6 Months Ended
	Dec. 31, 2020 USD ($)
Warrant liabilities, Beginning balance
Issuance of private warrants	142,353
Change in fair value of warrant liabilities	(19,283)
Warrant liabilities, Ending balance	$ 123,070

Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Basic and Diluted Income (Loss) Per Common Share (Details)	6 Months Ended
	Dec. 31, 2020 USD ($) $ / shares shares
Numerator:
Allocation of net loss	$ (107,031)
Redeemable Common Stock [Member]
Numerator:
Allocation of net loss	$ (66,969)
Denominator:
Basic and diluted weighted average shares outstanding \| shares	6,711,864
Basic and diluted net loss per share \| $ / shares	$ (0.01)
Non Redeemable Common Stock [Member]
Numerator:
Allocation of net loss	$ (40,062)
Denominator:
Basic and diluted weighted average shares outstanding \| shares	4,015,186
Basic and diluted net loss per share \| $ / shares	$ (0.01)

- Definition

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

+ References

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+ Details

Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)				6 Months Ended
	Nov. 17, 2020	Oct. 26, 2020	Oct. 22, 2020	Dec. 31, 2020
Description of Organization Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Details [Line Items]
Unit price (in Dollars per share)				$ 10.00
Gross proceeds from issuance	$ 20,000,000			$ 20,000,000
Percentage of assets held in the trust account				80.00%
Description of acuired pro rata interest				The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations.
Trust account expenses of the liquidation				$ 100,000
Net intangible assets				$ 5,000,001
Percentage of redeem public shares				100.00%
Public per share (in Dollars per share)				10.00%
Cash				$ 1,276,364
Expected dividend yield, percentage				0.00%
Federal depository insurance coverage				$ 250,000
Common stock, issued and outstanding, excluding shares subject to possible redemption (in Shares)				4,478,000
Gross proceeds from overallotment (in Dollars)				$ 20,000,000
Number of common stock into which the class of warrant or right to be converted				7,614,000
Cipher Mining Technologies Inc. [Member]
Description of Organization Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Details [Line Items]
Percentage of voting interests acquire				50.00%
IPO [Member]
Description of Organization Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Details [Line Items]
Unit price (in Dollars per share)			$ 10.00
Gross proceeds from issuance			$ 150,000,000
Number of over-allotment units sold (in Shares)			15,000,000
Additional number of shares purchased (in Shares)	500,000
Private Placement [Member]
Description of Organization Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Details [Line Items]
Unit price (in Dollars per share)			$ 10.00
Gross proceeds from issuance			$ 2,228,000
Number of over-allotment units sold (in Shares)			228,000
Public warrants issued (in Shares)				114,000
Over-Allotment Option [Member]
Description of Organization Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Details [Line Items]
Unit price (in Dollars per share)			$ 10.00	$ 10.00
Gross proceeds from issuance		$ 15,000,000
Number of over-allotment units sold (in Shares)				2,250,000
Additional number of shares purchased (in Shares)	500,000	1,500,000
Gross proceeds from overallotment (in Dollars)	$ 5,000,000
Over-Allotment Option [Member] \| I-B Good Works LLC [Member]
Description of Organization Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Details [Line Items]
Common stock, issued and outstanding, excluding shares subject to possible redemption (in Shares)	62,500
Common Class A [Member]
Description of Organization Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Details [Line Items]
Common stock subject to possible redemption				17,000,000

Restatement of Financial Statements (Details) - Schedule of Balance Sheet - USD ($)	Dec. 31, 2020	Jun. 23, 2020
Assets:
Total assets	$ 171,601,077
Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Equity
Total liabilities	252,458
Stockholders' Equity:
Common stock	4,478
Additional paid-in captial	1,451,172
Accumulated deficit	(107,031)
Total stockholders' equity	1,348,619
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Equity	171,601,077
As Previously Reported
Assets:
Total assets	171,601,077
Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Equity
Total liabilities	252,458
Common stock subject to possible redemption	166,348,609
Stockholders' Equity:
Preferred stock
Common stock	4,843
Additional paid-in captial	5,102,198
Accumulated deficit	(107,031)
Total stockholders' equity	5,000,010	0
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Equity	171,601,077
Restatement Adjustment
Assets:
Total assets
Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Equity
Total liabilities	0
Common stock subject to possible redemption	3,651,391
Stockholders' Equity:
Preferred stock
Common stock	(365)
Additional paid-in captial	(3,651,026)
Accumulated deficit	0
Total stockholders' equity	(3,651,391)	0
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Equity
As Restated [Member]
Assets:
Total assets	171,601,077
Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Equity
Total liabilities	252,458
Common stock subject to possible redemption	170,000,000
Stockholders' Equity:
Preferred stock
Common stock	4,478
Additional paid-in captial	1,451,172
Accumulated deficit	(107,031)
Total stockholders' equity	1,348,619	$ 0
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Equity	$ 171,601,077

Restatement of Financial Statements (Details) - Schedule of Stockholders' Equity	6 Months Ended
	Dec. 31, 2020 USD ($)
Balance
Issuance of common stock to founders	25,000
Sale of 562,500 to GW Sponsor 2, LLC	163,125
Sale of 228,000 Private Units on October 22, 2020 (Restated)	2,280,000
Accretion to common stock subject to possible redemption amount (Restated)	870,122
Balance	1,348,619
As Previously Reported
Balance	0
Issuance of common stock to founders	25,000
Sale of 15,000,000 Units on October 22, 2020 through public offering	150,000,000
Sale of 562,500 to GW Sponsor 2, LLC	163,125
Sale of 228,000 Private Units on October 22, 2020 (Restated)	2,280,000
Sale of 1,500,000 Units on October 26, 2020 through over-allotment	15,000,000
Sale of 500,000 Units on November 17, 2020 through over-allotment	5,000,000
Forfeiture of 62,500 by initial stockholders	0
Underwriters' discount	(450,000)
Other offering expenses	(420,121)
Fair value of derivative warrant liabilities issued in public offering and private placement (Restated)	(142,353)
Maximum number of redeemable shares (Restated)	(166,348,610)
Accretion to common stock subject to possible redemption amount (Restated)	0
Net loss (Restated)	(107,031)
Balance	5,000,010
Restatement Adjustment
Balance	0
Issuance of common stock to founders	0
Sale of 15,000,000 Units on October 22, 2020 through public offering	(150,000,000)
Sale of 562,500 to GW Sponsor 2, LLC	0
Sale of 228,000 Private Units on October 22, 2020 (Restated)	0
Sale of 1,500,000 Units on October 26, 2020 through over-allotment	(15,000,000)
Sale of 500,000 Units on November 17, 2020 through over-allotment	(5,000,000)
Underwriters' discount	450,000
Other offering expenses	420,121
Fair value of derivative warrant liabilities issued in public offering and private placement (Restated)	0
Maximum number of redeemable shares (Restated)	166,348,610
Accretion to common stock subject to possible redemption amount (Restated)	(870,122)
Net loss (Restated)	0
Balance	(3,651,391)
As Restated [Member]
Balance	0
Issuance of common stock to founders	25,000
Sale of 15,000,000 Units on October 22, 2020 through public offering	0
Sale of 562,500 to GW Sponsor 2, LLC	163,125
Sale of 228,000 Private Units on October 22, 2020 (Restated)	2,280,000
Sale of 1,500,000 Units on October 26, 2020 through over-allotment	0
Sale of 500,000 Units on November 17, 2020 through over-allotment	0
Forfeiture of 62,500 by initial stockholders	0
Underwriters' discount	0
Other offering expenses	0
Fair value of derivative warrant liabilities issued in public offering and private placement (Restated)	(142,353)
Maximum number of redeemable shares (Restated)	0
Accretion to common stock subject to possible redemption amount (Restated)	(870,122)
Net loss (Restated)	(107,031)
Balance	$ 1,348,619

Restatement of Financial Statements (Details) - Schedule of Stockholders' Equity (Parenthetical) - shares		6 Months Ended
	Oct. 22, 2020	Dec. 31, 2020
Public Offering
Sale of stock	15,000,000
Private Units
Sale of stock	228,000
Over-Allotment
Sale of stock		2,250,000
Common Stock [Member] \| Public Offering \| October 22, 2020
Sale of stock		15,000,000
Common Stock [Member] \| Sponsor 2, LLC
Sale of stock		562,500
Common Stock [Member] \| Private Units \| October 22, 2020
Sale of stock		228,000
Common Stock [Member] \| Over-Allotment \| October 26, 2020
Sale of stock		1,500,000
Common Stock [Member] \| Over-Allotment \| November 17, 2020
Sale of stock		500,000
Common Stock [Member] \| Initial stockholders
Number of shares subject to forfeiture		62,500

Restatement of Financial Statements (Details) - Schedule of statement of cash flows	6 Months Ended
	Dec. 31, 2020 USD ($)
As Previously Reported
Supplemental disclosure of non-cash financing activities:
Initial value of common stock subject to possible redemption	$ 167,567,559
Change in value of common stock subject to possible redemption (restated)	(1,218,950)
Restatement Adjustment
Supplemental disclosure of non-cash financing activities:
Initial value of common stock subject to possible redemption	(167,567,559)
Change in value of common stock subject to possible redemption (restated)	1,218,950
As Restated [Member]
Supplemental disclosure of non-cash financing activities:
Initial value of common stock subject to possible redemption	0
Change in value of common stock subject to possible redemption (restated)	$ 0

Restatement of Financial Statements (Details) - Schedule of statement of operations

6 Months Ended

Dec. 31, 2020

USD ($)

$ / shares

As Previously Reported

Other (expense) income:

Net loss | $

$ (107,031)

^[1]

Basic and Diluted weighted-average redeemable common shares outstanding (in Shares) | shares

16,723,356

^[1]

Basic and Diluted net loss per redeemable common share | $ / shares

$ 0.00

^[1]

Basic and Diluted weighted-average non-redeemable common shares outstanding (in Shares) | shares

4,483,216

^[1]

Basic and Diluted net loss per non-redeemable common shares | $ / shares

$ (0.02)

^[1]

Restatement Adjustment

Other (expense) income:

Net loss | $

$ 0

Basic and Diluted weighted-average redeemable common shares outstanding (in Shares) | shares

(10,011,492)

Basic and Diluted net loss per redeemable common share | $ / shares

$ (0.01)

Basic and Diluted weighted-average non-redeemable common shares outstanding (in Shares) | shares

(468,030)

Basic and Diluted net loss per non-redeemable common shares | $ / shares

$ 0.01

As Restated [Member]

Other (expense) income:

Net loss | $

$ (107,031)

Basic and Diluted weighted-average redeemable common shares outstanding (in Shares) | shares

6,711,864

Basic and Diluted net loss per redeemable common share | $ / shares

$ (0.01)

Basic and Diluted weighted-average non-redeemable common shares outstanding (in Shares) | shares

4,015,186

Basic and Diluted net loss per non-redeemable common shares | $ / shares

$ (0.01)

[1]

The weighted average shares outstanding was calculated based on the two-class method, where the earnings per share was determined based on redeemable and non-redeemable common stock. The Company revised its earnings per share calculation to allocate income and losses by the weighted average shares of redeemable and non-redeemable common stock outstanding for the respective period.

Restatement of Financial Statements (Details)	Dec. 31, 2020 USD ($)
Restatement of Financial Statements [Abstract]
Net tangible asset threshold for redeeming Public Shares	$ 5,000,001

Initial Public Offering (Details) - USD ($)				6 Months Ended
Initial Public Offering (Details) - USD ($)	Nov. 17, 2020	Oct. 26, 2020	Oct. 22, 2020	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Price per share (in Dollars per share)				$ 12.00
Gross proceeds from issuance (in Dollars)	$ 20,000,000			$ 20,000,000
Sale of stock price per unit (in Dollars per share)				$ 10.00
IPO [Member]
Initial Public Offering (Details) [Line Items]
Number of units sale			15,000,000
Price per share (in Dollars per share)			$ 10.00
Additional number of shares purchased	500,000
Gross proceeds from issuance (in Dollars)			$ 150,000,000
Sale of stock price per unit (in Dollars per share)			$ 10.00
Warrant [Member]
Initial Public Offering (Details) [Line Items]
Price per share (in Dollars per share)				$ 11.50
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of units sale				2,250,000
Additional number of shares purchased	500,000	1,500,000
Gross proceeds from issuance (in Dollars)		$ 15,000,000
Sale total (in Dollars)				$ 170,000,000
Sale of stock price per unit (in Dollars per share)			$ 10.00	$ 10.00

Private Placement (Details) - USD ($)		6 Months Ended
Private Placement (Details) - USD ($)	Oct. 22, 2020	Dec. 31, 2020
Private Placement (Details) [Line Items]
Aggregate purchase price		$ 2,280,000
Unit price		$ 10.00
Warrant, description	Each Private Unit consists of one share of common stock (“Private Share”) and one-half of one warrant (“Private Warrant”).
Private Placement [Member]
Private Placement (Details) [Line Items]
Number of units sold	228,000
Private Unit price per unit	$ 11.50
Aggregate purchase price	$ 2,280,000
Unit price	$ 10.00

Related Party Transactions (Details) - USD ($)	1 Months Ended				6 Months Ended
Related Party Transactions (Details) - USD ($)	Nov. 17, 2020	Oct. 31, 2020	Aug. 31, 2020	Jul. 31, 2020	Dec. 31, 2020	Oct. 22, 2020	Jun. 30, 2020
Related Party Transactions (Details) [Line Items]
Value of founder shares issued (in Dollars)					$ 25,000
Number of shares cancelled			1,355,000
Share price (in Dollars per share)					$ 9.95
Number of shares issued		562,500			750,000
Founder Shares, description					The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture by Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Founders and Anchor Investors will collectively own 20% of the Company’s issued and outstanding shares after the Public Offering (assuming the Founders or Anchor Investors do not purchase any Public Shares in the Public Offering).
Issued and outstanding shares, percentage				20.00%
Initial Stockholders, description					(1) one year after the completion of the Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.
Working capital loans (in Dollars)					$ 1,500,000
Rental expense (in Dollars)					$ 10,000
Principal amount (in Dollars)							$ 432,500
Promissory note (in Dollars)						$ 135,000
Unit price (in Dollars per share)					$ 10.00
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor purchased shares				4,312,500
Value of founder shares issued (in Dollars)				$ 25,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Sponsor purchased shares					2,250,000
Number of shares cancelled	62,500
Unit price (in Dollars per share)					$ 10.00	$ 10.00
Anchor Investors [Member]
Related Party Transactions (Details) [Line Items]
Number of shares cancelled			1,355,000
Value of shares forfeited (in Dollars)			$ 7,855
Share price (in Dollars per share)			$ 0.006
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Number of shares issued		562,500
GW Sponsor 2 [Member]
Related Party Transactions (Details) [Line Items]
Value of founder shares issued (in Dollars)		$ 163,125
Number of shares issued		562,500

Investment Held in Trust Account (Details)	6 Months Ended
Investment Held in Trust Account (Details)	Dec. 31, 2020 USD ($)
U.S. Money Market [Member]
Investment Held in Trust Account (Details) [Line Items]
Investment in trust account	$ 203
U.S. Treasury Securities [Member]
Investment Held in Trust Account (Details) [Line Items]
Investment in trust account	$ 170,027,139
Maturity date	Apr. 22, 2021

Investment Held in Trust Account (Details) - Schedule of fair value of held to maturity securities	6 Months Ended
	Dec. 31, 2020 USD ($)
Marketable Securities [Line Items]
Carrying Value/Amortized Cost	$ 170,027,342
Gross Unrealized Gains	4,916
Gross Unrealized losses	(148)
Fair Value	170,032,110
U.S. Money Market [Member]
Marketable Securities [Line Items]
Carrying Value/Amortized Cost	203
Gross Unrealized Gains
Gross Unrealized losses
Fair Value	203
U.S. Treasury Securities [Member]
Marketable Securities [Line Items]
Carrying Value/Amortized Cost	170,027,139
Gross Unrealized Gains	4,916
Gross Unrealized losses	(148)
Fair Value	$ 170,031,907

Commitments (Details) - USD ($)				6 Months Ended
Commitments (Details) - USD ($)	Nov. 17, 2020	Oct. 26, 2020	Oct. 22, 2020	Dec. 31, 2020
Commitments (Details) [Line Items]
Offering price per share (in Dollars per share)				$ 10.00
Gross proceeds from overallotment (in Dollars)				$ 20,000,000
Underwriting discount (in Dollars)				$ 450,000
Underwriting Agreement [Member]
Commitments (Details) [Line Items]
Total overallotment, in Units				2,250,000
Over-Allotment Option [Member]
Commitments (Details) [Line Items]
Additional number of shares purchased	500,000	1,500,000
Gross proceeds from overallotment (in Dollars)	$ 5,000,000
Total overallotment, in Units				2,250,000
IPO [Member]
Commitments (Details) [Line Items]
Additional number of shares purchased	500,000
Total overallotment, in Units			15,000,000
Business Combination Marketing Agreement [Member] \| IPO [Member]
Commitments (Details) [Line Items]
Percentage of gross proceeds of IPO				4.50%

Common Stock Subject to Possible Redemption (Detail) - Summary of common stock subject to possible redemption	6 Months Ended
	Dec. 31, 2020 USD ($)
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering	$ 169,129,879
Less: Fair value of Public Warrants at issuance	(142,353)
Plus: Accretion on common stock subject to possible redemption	870,122
Common stock subject to possible redemption	170,000,000
Public Warrants [Member]
Temporary Equity [Line Items]
Less: Fair value of Public Warrants at issuance	(10,263,558)
IPO [Member]
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering	170,000,000
IPO [Member] \| Common Class A [Member]
Temporary Equity [Line Items]
Less: Offering costs allocated at common stock subject to possible redemption	(819,932)
Plus: Accretion on common stock subject to possible redemption	11,083,490
Common stock subject to possible redemption	$ 170,000,000

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Common Stock Subject to Possible Redemption (Detail)	6 Months Ended
Common Stock Subject to Possible Redemption (Detail)	Dec. 31, 2020 $ / shares shares
Temporary Equity [Line Items]
Common stock, shares authorized	100,000,000
Common stock par value (in Dollars per share) \| $ / shares	$ 0.001
Common stock, shares outstanding	4,478,000
Common Class A [Member]
Temporary Equity [Line Items]
Common stock, shares authorized	100,000,000
Common stock par value (in Dollars per share) \| $ / shares	$ 0.001
Common Stock, Voting Rights	one vote
Common stock subject to possible redemption	17,000,000
Common Stock A Including Shares Subject to Possible Redemption [Member]
Temporary Equity [Line Items]
Common stock, shares outstanding	21,478,000

Stockholders' Equity (Details)	Dec. 31, 2020 $ / shares shares
Common stock, shares authorized	100,000,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.001
Common stock, shares issued	4,478,000
Common stock, shares outstanding	4,478,000
Common shares subject to possible redemption	17,000,000
Sale price of common stock (in Dollars per share) \| $ / shares	$ 12.00

Warrants (Details)	6 Months Ended
Warrants (Details)	Dec. 31, 2020
Description of warrant	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.
Warrant term	5 years
Warrant for redemption, description	• 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.

Income Tax (Details)	Dec. 31, 2020 USD ($)
U.S. federal net operating loss	$ 22,181
Change in valuation allowance	$ 26,526

Income Tax (Details) - Schedule of deferred tax assets	Dec. 31, 2020 USD ($)
Organizational costs/Startup expenses	$ 21,868
Federal net operating loss	4,658
Total deferred tax asset	26,526
Valuation allowance	(26,526)
Deferred tax asset, net of allowance

Income Tax (Details) - Schedule of income tax provision	6 Months Ended
Income Tax (Details) - Schedule of income tax provision	Dec. 31, 2020 USD ($)
Federal
Current
Deferred	(26,526)
State
Current
Deferred
Change in valuation allowance	26,526
Income tax provision

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Tax (Details) - Schedule of reconciliation of federal income tax rate	6 Months Ended
	Dec. 31, 2020
Statutory federal income tax rate	21.00%
Change in fair value of derivative warrant liabilities	3.80%
State taxes, net of federal tax benefit	0.00%
Change in valuation allowance	(24.80%)
Income tax provision	0.00%

Subsequent Events (Details) - USD ($)		1 Months Ended	6 Months Ended
Subsequent Events (Details) - USD ($)	Mar. 05, 2021	Oct. 31, 2020	Dec. 31, 2020
Subsequent Events (Details) [Line Items]
Common stock, par value			$ 0.001
Shares of common stock issued (in Shares)		562,500	750,000
Value of per share			$ 10.00
Proceeds in trust account and additional PIPE funding			$ 25,000
Subscription agreements description			an aggregate of 5,000,000 shares of Good Works Common Stock in exchange for a benefit-in-kind commitment as payment for such shares (the “Bitfury Private Placement”) pursuant to a subscription agreement with Good Works (the “Bitfury Subscription Agreement”). Bitfury agreed to cause BHBV to discount the Service Fees (as that term is defined in the Master Service and Supply Agreement, “MSSA”) charged by BHBV under the MSSA as follows: that the first $200,000,000 of Service Fees payable by Cipher to BHBV under the MSSA described above shall be subject to a discount of 25%, to be applied at the point of invoicing and shown as a separate line item on each relevant invoice. For the avoidance of doubt, when the aggregate value of such discount reaches $50,000,000, such discount shall automatically cease to apply. Such discount shall constitute BHBV’s benefit-in-kind commitment as payment on behalf of its parent entity, for the issuance of the 5,000,000 shares of Good Works Common Stock pursuant to the Bitfury Private Placement.
Subsequent Event [Member] \| Merger Agreement [Member]
Subsequent Events (Details) [Line Items]
Common stock, par value	$ 0.001
Good Works common stock [Member] \| Subscription Agreements [Member]
Subsequent Events (Details) [Line Items]
Aggregate of shares (in Shares)			37,500,000
Purchase price of per share			$ 10.00
Cash payment			$ 375,000,000
Good Works common stock [Member] \| Subsequent Event [Member] \| Merger Agreement [Member]
Subsequent Events (Details) [Line Items]
Common stock, par value	$ 0.001
Converted into the right to receive shares (in Shares)	(400,000)
Shares of common stock issued (in Shares)	(200,000,000)
Value of per share	$ (10.00)
Proceeds in trust account and additional PIPE funding	$ 400,000,000