0001193125-22-014876 | S-1 | XBRL Viewer

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

Note 1 – Description of Organization and Business Operations

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 June 30, 2021, the Company had not commenced any operations. All activity for the period from June 24, 2020 (inception) through June 30, 2021 relates to the Company’s formation and initial public offering (“Public Offering” or “IPO”), and since completion of the IPO, getting ready to consummate a Business Combination since the finding of their target company. 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.

Initial Public Offering

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 Over-Allotment Units pursuant to the partial exercise of the Over-Allotment Option, generating proceeds of $15,000,000. On November 17, 2020, the underwriters purchased an additional 500,000 Over-Allotment Units pursuant to the partial exercise of the Over-Allotment Option, generating additional gross proceeds of $5,000,000.

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.

he Company must complete a Business Combination having an aggregate fair market value of at least

% 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

% 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

(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 are recorded at redemption value and classified as temporary equity in accordance with the 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 has 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.

Proposed Business Combination

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

”).

The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of Good Works and Cipher.

The Business Combination

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. The Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the “

Business Combination

”.

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.

Business Combination Consideration

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).

Representations and Warranties; Covenants

The Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including with respect to the operations of Good Works and Cipher and that each of the parties have undertaken to procure approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “

HSR Act

”). In addition, Good Works has agreed to adopt an equity incentive plan as described in the Merger Agreement.

Conditions to Each Party’s Obligations

The obligation of Good Works and Cipher to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the HSR Act, (ii) the approval of Good Works stockholders, (iii) the approval of Cipher’s stockholders and (iv) the Registration Statement (as defined below) becoming effective.

In addition, the obligation of Good Works to consummate the Business Combination is subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of Cipher being true and correct to the standards applicable to such representations and warranties and each of the covenants of Cipher having been performed or complied with in all material respect, (ii) the delivery to Good Works of evidence of satisfactory Tail Insurance (as defined in the Merger Agreement) to be bound as of the closing, and (iii) delivery of all ancillary agreements required to be executed and delivered by Cipher or its sole stockholder and (iv) no Material Adverse Effect (as defined in the Merger Agreement) shall have occurred.

The obligation of Cipher to consummate the Business Combination is also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of Good Works and Merger Sub being true and correct to the standards applicable to such representations and warranties and each of the covenants of Good Works having been performed or complied with in all material respects, (ii) the aggregate cash proceeds from Good Works trust account, together with the proceeds from the PIPE Financing (as defined below), equaling no less than $400,000,000 (after deducting any amounts paid to Good Works stockholders that exercise their redemption rights in connection with the Business Combination and net of unpaid transaction expenses incurred or subject to reimbursement by Good Works), (iii) Good Works total outstanding Indebtedness (as defined in the Merger Agreement) shall be less than twenty-five million dollars ($25,000,000.00), and (iv) the approval by Nasdaq of Good Works listing application in connection with the Business Combination

Termination

The Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) by mutual written consent of Good Works and Cipher, (ii) by Good Works if there is any breach of the representations and warranties of Cipher or if Cipher Mining fails to perform any covenant or agreement set forth in the Merger Agreement, in each case, such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) termination by Cipher if there is any breach of the representations and warranties of Good Works or if Good Works fails to perform any covenant or agreement set forth in the Merger Agreement, in each case, such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) subject to certain limited exceptions, by either Good Works or Cipher if the Business Combination is not consummated within six months of signing of the Merger Agreement, (v) by either Good Works or Cipher if certain required approvals are not obtained by Good Works stockholders after the conclusion of a meeting of Good Works stockholders held for such purpose at which such stockholders voted on such approvals, and (vi) termination by Good Works if Cipher’s sole stockholder does not deliver to Good Works a written consent approving the Business Combination within ten business days of the Consent Solicitation Statement (as defined in the Merger Agreement) being disseminated.

If the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or any further obligation under the Merger Agreement other than customary confidentiality obligations, except in the case of Willful Breach (as defined in the Merger Agreement).

Good Works Sponsor Support Agreement

Concurrently with the execution of the Merger Agreement, Good Works, and

I-B

Good Works, LLC (the “

Sponsor

”) and certain other stockholders of Good Works entered into an Acquiror Support Agreement (the “

Acquiror Support Agreement

”) pursuant to which the parties agreed to, among other things, (i) vote at any meeting of the stockholders of Good Works all of its shares of Good Works Common Stock held of record or thereafter acquired in favor of the Proposals (as defined in the Merger Agreement), (ii) be bound by certain other covenants and agreements related to the Business Combination and (iii) be bound by certain transfer restrictions with respect to such securities, prior to the closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the Acquiror Support Agreement.

Cipher Support Agreement

Concurrently with the execution of the Merger Agreement, the sole stockholder of Cipher representing the requisite votes necessary to approve the Business Combination entered into support agreements (the “

Company Support Agreement

”) with Good Works and Cipher, pursuant to which such holder agreed to (i) vote at any meeting of the stockholders of Cipher all of its Cipher Common Stock held of record or thereafter acquired in favor of the Proposals (as defined in the Merger Agreement) and appoint Good Works as such holder’s proxy, (ii) be bound by certain other covenants and agreements related to the Business Combination and (iii) be bound by certain transfer restrictions with respect to such securities, in each case, on the terms and subject to the conditions set forth in the Company Support Agreement.

Restrictive Covenant Agreements

Concurrently with the execution of the Merger Agreement, Bitfury Top Holdco B.V. (“

Bitfury

”), Cipher’s sole stockholder, and Good Works entered into a Restrictive Covenant Agreement pursuant to which Bitfury agreed, during the term of the agreement and subject to the parameters and limitations set forth in the agreement,

not to hire or solicit Cipher Mining Inc.’s employees, not to compete with Cipher Mining Inc. and not to disparage Cipher Mining Inc. The agreement will terminate upon the earlier of seven years from the date of its execution or the termination of the Master Services and Supply Agreement (the “

MSSA

”) between Bitfury Holding B.V. (“

BHBV

”) and Cipher. Concurrently with the execution of the Merger Agreement, BHBV and Good Works entered into a Restrictive Covenant Agreement pursuant to which BHBV agreed, during the term of the agreement and subject to the parameters and limitations set forth in the agreement, not to hire or solicit Cipher Mining Inc.’s employees, not to compete with Cipher Mining Inc. and not to disparage Cipher Mining Inc.. The agreement will terminate upon the earlier of seven years from the date of its execution or the termination of the MSSA.

PIPE Financing (Private Placement)

Concurrently with the 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

”).

The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that Good Works will grant the investors in the PIPE Financing certain customary registration rights.

Bitfury Private Placement

Concurrently with the execution of the Merger Agreement and the execution of the Subscription Agreements with the PIPE Investors, Bitfury 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 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.

Lock-Ups

The Sponsor, certain holders of Good Works Common Stock, and Bitfury, Cipher’s sole stockholder immediately prior to the closing of the Business Combination, will enter into

lock-up

agreements (the “

Lock-Up

Agreements

”) and be subject to post-closing

lock-ups

with respect to their shares of Good Works Common Stock (but excluding any Private Placement Units, which are units that were issued in a private placement to Good Works’ anchor investors simultaneously with the closing of its initial public offering; each unit consists of one share of Common Stock and

one-half

of one warrant and were purchased at a price of $10.00 per Private Placement Unit and excluding any shares of Good Works Common Stock issued to Bitfury in the Bitfury Private Placement, which are subject to a separate

lock-up

restriction, as described in the Bitfury Subscription Agreement); provided that the term of the

Lock-Up

shall be two years and the

Lock-up

will allow certain amounts of the shares to be publicly sold after 180 days, subject, in each case, to customary terms and conditions.

Amended and Restated Registration Rights Agreement

At the closing of the Business Combination, the Sponsor, certain stockholders of Good Works, and Bitfury (collectively, the “

Holders

”) will enter into an amended and restated registration rights agreement (the “

Registration Rights Agreement

”) with Good Works pursuant to which, among other things, the parties thereto will be granted certain customary registrant rights with respect to shares of Good Works Common Stock.

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.

Going Concern Consideration

At June 30, 2021, the Company had cash of $127,722 and a working capital deficit of $(

543,552

). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

Organization and General

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

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

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

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

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

November

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.

November

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

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

1940

, as amended (the “Investment Company Act”). Management agreed that an amount equal to at least $

10.00

(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

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

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

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 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

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

% 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 th

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

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.

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.

Description of Organization

1 Months Ended

6 Months Ended

Jan. 31, 2021

Jul. 31, 2021

Description of Organization

NOTE 1. DESCRIPTION OF ORGANIZATION

Cipher Mining Technologies Inc. (the “Company”) is a newly incorporated company incorporated in Delaware on January 7, 2021. The Company was incorporated to build, equip and operate data centers for the purpose of mining cryptocurrency utilizing specialized computers (also known as “Miners”) that generate cryptocurrency (primarily Bitcoin) from the blockchain. Management intends to consummate a reverse merger with Good Works Acquisition Corp. (the “Business Combination”). See Note 6 for further discussion of the Business Combination.

At January 31, 2021, the Company had not yet commenced operations. All activity for the period from January 7, 2021 (inception) through January 31, 2021 relates to the Company’s formation and the proposed Business Combination.

Going concern consideration

As of January 31, 2021, the Company had no cash and a working capital deficiency of approximately $177,000. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. Management plans to address this need for capital through the Business Combination. The Company cannot assure that its plans to raise capital or to consummate the Business Combination will be successful. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from its inability to consummate the Business Combination or its inability to continue as a going concern.

Risks and uncertainties

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

NOTE 1. DESCRIPTION OF ORGANIZATION

Cipher Mining Technologies Inc. (“Cipher Mining Technologies” or the “Company”) is a newly formed company incorporated in Delaware on January 7, 2021. The Company was incorporated to build, equip and operate data centers for the purpose of mining cryptocurrency utilizing specialized computers (also known as “miners”) that generate cryptocurrency (primarily Bitcoin) from the blockchain.

As of July 31, 2021, the Company had not yet commenced operations. All activity for the period from January 7, 2021 (inception) through July 31, 2021 relates to the Company’s formation and the consummation of a reverse merger with Good Works Acquisition Corp. (“Good Works” or “GWAC”). See further discussion below.

Consummation of Business Combination

On August 27, 2021, as contemplated by the Agreement and Plan of Merger dated as of March 4, 2021 (the “Merger Agreement”), by and among GWAC, a Delaware corporation, Currency Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly-owned direct subsidiary of GWAC, and the Company, the parties entered into the business combination transaction pursuant to which Merger Sub merged with and into the Company, the separate corporate existence of Merger Sub ceasing and the Company being the surviving corporation and a wholly-owned subsidiary of GWAC (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). Following the Business Combination, the combined company was named Cipher Mining Inc. (“Cipher Mining” or the “combined entity”). Cipher Mining comprises all of GWAC’s and Cipher Mining Technologies’ operations. The Business Combination included: (i) entry into subscription agreements for an aggregate of 37,500,000 shares of Cipher Mining Common Stock for the investment of $375,000,000 into Cipher Mining from other private investors (collectively, the “PIPE Investors” and the “PIPE Financing”) and (ii) entry into a subscription agreement with Bitfury Top HoldCo B.V. (“Bitfury Top HoldCo”) for an aggregate of 6,000,000 shares of Cipher Mining Common Stock for the investment of $60,000,000 in cash and/or forgiveness of indebtedness owed by the Company to Bitfury Top HoldCo, or an affiliate of Bitfury Top HoldCo (the “Bitfury Private Placement”), in addition to the $43,465,038 already available in the GWAC trust account following redemptions. As the Business Combination had not occurred as of July 31, 2021, there is no impact for the operations of GWAC in the financial statements of the Company. See Note

for further discussion.

Notwithstanding the legal form of the Business Combination pursuant to the Merger Agreement, the Business Combination will be accounted for as a reverse recapitalization in accordance with Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”). Under this method of accounting, GWAC is treated as the acquired company and the Company is treated as the acquirer for financial statement reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of the Company issuing stock for the net assets of GWAC, accompanied by a recapitalization. The net assets of GWAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of the Company. The Company has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•

The Company’s existing shareholder will have the greatest voting interest in the combined entity;

•

The Company has the ability to nominate a majority of the members of the board of directors of the combined entity;

•

The Company’s senior management will be the senior management of the combined entity; and

•

The Company’s operations prior to the acquisition comprising the only ongoing operations of GWAC after the consummation of the Business Combination.

Liquidity and capital resources

As of July 31, 2021, the Company had $655,172 of cash and a working capital deficiency of $7,174,026. As a result of the consummation of the Business Combination on August 27, 2021 (the “Closing”), including the consummation of the PIPE Financing and the Bitfury Private Placement (including $10,000,000

for the Additional Shares discussed further in Note 7), the Company received transaction proceeds of approximately $385,600,000, net of transaction costs of approximately

$40,200,000 and, as a result, management believes that its existing financial resources are sufficient to meet its operating and capital requirements for at least 12 months from the date these financial statements are issued.

Having been incorporated on January 7, 2021, the Company has no operating history and has not earned any revenues to date. Additionally, the Company has incurred and expects to continue to incur significant costs related to becoming a public company and its future capital requirements will depend upon many factors. The Company may require additional capital to respond to technological advancements, competitive dynamics or technologies, customer demands, business opportunities or enter into credit facilities for the above-mentioned or other reasons. The Company may not be able to timely secure additional debt or equity financings on favorable terms, if at all. If the Company raises additional funds through equity financing, its existing stockholders could experience significant dilution. Furthermore, any debt financing obtained by the Company in the future could involve restrictive covenants relating to the Company’s capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities. If the Company is unable to obtain adequate financing on terms that are satisfactory to the Company, when the Company requires it, the Company’s ability to continue to grow or support the business and to respond to business challenges could be significantly limited.

Risks and uncertainties

The impact of the coronavirus

(“COVID-19”)

outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of

COVID-19

on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected.

Organization And Business	8 Months Ended
Organization And Business	Sep. 30, 2021
Disclosure Text Block [Abstract]
Organization And Business	NOTE 1. ORGANIZATION AND BUSINESS Organization On August 27, 2021 (the “Closing Date”), Good Works Acquisition Corp. (“GWAC”), a special purpose acquisition company, consummated the Agreement and Plan of Merger dated as of March 4, 2021 (the “Merger Agreement”), by and among GWAC, Currency Merger Sub, Inc. (“Merger Sub”), a wholly-owned direct subsidiary of GWAC, and Cipher Mining Technologies Inc. (“Cipher”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Cipher, the separate corporate existence of Merger Sub ceasing and Cipher being the surviving corporation and a wholly-owned subsidiary of GWAC (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). Following the Business Combination, the combined company was named Cipher Mining Inc. (“Cipher Mining” or the “Company”). The Company comprises all of GWAC’s and Cipher’s operations. Business The Company is an emerging technology company that operates in the Bitcoin mining ecosystem in the United States. Specifically, the Company plans to develop and grow a cryptocurrency mining business, specializing in Bitcoin. As a stand-alone, U.S.-based cryptocurrency mining business, the Company plans to begin its initial buildout phase with a set-up of cryptocurrency mining facilities (or sites) in at least four cities in the United States (three in Texas and one in Ohio). Cipher was established on January 7, 2021, in Delaware, by Bitfury Top Holdco B.V. and its subsidiaries (“Bitfury Top Holdco” and, with its subsidiaries, the “Bitfury Group”), a global full-service blockchain and technology specialist and one of the leading private infrastructure providers in the blockchain ecosystem. Upon completion of the Business Combination (as defined above), Bitfury Top HoldCo (together with Bitfury Holding B.V., a subsidiary of Bitfury Top HoldCo, and referred to herein as “Bitfury Holding”) beneficially owned approximately 83.4% of the Company’s common stock with sole voting and sole dispositive power over those shares and, as a result, the Bitfury Group has control of the Company as defined in Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation.” Risks and uncertainties Limited business history and capital resources As of January 31, 2021, and continuing until the consummation of the Business Combination on the Closing Date when the Company received net transaction proceeds of $383.9 million, there was substantial doubt about Cipher’s ability to continue as a going concern. Following the Business Combination, management believes that the substantial doubt was alleviated and its existing financial resources are sufficient to meet its operating and capital requirements for at least 12 months from the date these financial statements are issued. Having been incorporated on January 7, 2021, there is no historical financial information about the Company upon which to base an evaluation of its performance and the Company has not generated any revenues from its business to date. There is no guarantee that the Company will be successful in its business plans. The business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration and/or development, and possible cost overruns due to price and cost increases in services. Management of the Company has no current intention of entering into a merger or acquisition within the next twelve months and has a specific business plan and timetable to complete the Company’s 12-month plan of operation. The Company may require additional capital to pursue certain business opportunities or respond to technological advancements, competitive dynamics or technologies, customer demands, challenges, acquisitions or unforeseen circumstances. Additionally, the Company has incurred and expects to continue to incur significant costs related to becoming a public company. Accordingly, the Company may in the future engage in equity or debt financings or enter into credit facilities for the above-mentioned or other reasons; however, the Company may not be able to timely secure additional debt or equity financings on favorable terms, if at all. If the Company raises additional funds through equity financing, its existing stockholders could experience significant dilution. Furthermore, any debt financing obtained by the Company in the future could involve restrictive covenants relating to the Company’s capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities. If the Company is unable to obtain adequate financing on terms that are satisfactory to the Company, when the Company requires it, the Company’s ability to continue to grow or support the business and to respond to business challenges could be significantly limited. COVID-19 The impact of the coronavirus (“COVID-19”) outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of COVID-19 on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected.

Restatement of Financial Statements

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

GOOD WORKS ACQUISITION CORP [Member]

Restatement of Financial Statements

Note 3 – Restatement of Financial Statements

The Company concluded it should restate its previously issued financial statements by amending its Quarterly Report on Form

10-Q,

filed with the SEC on August 10, 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.

Impact of the Restatement

The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above.


	As Previously Reported			Adjustment			As Restated
Balance - December 31, 2020 (Restated)	$	5,000,010		$	(3,651,391	)	$	1,348,619
Net loss (Restated)		(1,015,510	)		(1	)		(1,015,511	)
Change in value of common stock subject to possible redemption (Restated)		(3,651,392	)		3,651,392			—
Balance as of March 31, 2021	$	333,108		$	—		$	333,108
Net loss (Restated)		(1,043,471	)		—			(1,043,471	)
Balance as of June 30, 2021	$	(710,363	)	$	—		$	(710,363	)

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 January 1, 2021 through June 30, 2021:


For the Period from January 1, 2021 through June 30, 2021
	As Previously Reported		Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Change in value of common stock subject to possible redemption (restated)	$	3,651,391	$	(3,651,391	)	$	—

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the three and six months ended June 30, 2021:


	Earnings Per Share for Common Stock
	As Previously Reported(1)			Adjustment			As Restated
For the Three Months Ended June 30, 2021
Net loss	$	(1,043,472	)	$	1		$	(1,043,471	)
Basic and Diluted weighted-average redeemable common shares outstanding		17,000,000			—			17,000,000
Basic and Diluted net loss per redeemable common share	$	(0.00	)	$	(0.05	)	$	(0.05	)
Basic and Diluted weighted-average non-redeemable common shares outstanding		4,478,000			—			4,478,000
Basic and Diluted net loss per non-redeemable common shares	$	(0.23	)	$	0.18		$	(0.05	)


	Earnings Per Share for Common Stock
	As Previously Reported(1)			Adjustment			As Restated
For the Six Months Ended June 30, 2021
Net loss	$	(2,058,982	)	$	—		$	(2,058,982	)
Basic and Diluted weighted-average redeemable common shares outstanding		16,818,439			181,561			17,000,000
Basic and Diluted net loss per redeemable common share	$	(0.00	)	$	(0.10	)	$	(0.10	)
Basic and Diluted weighted-average non-redeemable common shares outstanding		4,659,492			(181,492	)		4,478,000
Basic and Diluted net loss per non-redeemable common shares	$	(0.44	)	$	0.34		$	(0.10	)

(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 net losses by the weighted average shares of redeemable and

non-redeemable

common stock outstanding for the respective period.

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,

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


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.

Summary of Significant Accounting Policies

1 Months Ended

6 Months Ended

8 Months Ended

Jan. 31, 2021

Jul. 31, 2021

Jun. 30, 2021

Sep. 30, 2021

Summary of Significant Accounting Policies

NOTE 2. BASIS OF PRESENTATION, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

Basis of presentation

The Company maintains its books of account and prepares financial statements in accordance with Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”). The Company’s fiscal year ends on January 31.

Use of estimates

Financial instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.

Deferred offering costs

Deferred offering costs consist of legal fees incurred through the balance sheet date that are directly related to the Business Combination and that will be charged to shareholder equity upon the completion of the Business Combination. Should the Business Combination prove to be unsuccessful (i.e., if the transaction fails to close), these deferred costs, as well as additional expenses to be incurred, will be charged to operations.

Property and equipment

Property and equipment consisted of computer equipment and is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, which is generally three years for computer-related assets. Computer equipment purchased from January 7, 2021 (inception) through January 31, 2021 was approximately $1,642. Depreciation expense from January 7, 2021 (inception) through January 31, 2021 was $5.

Income taxes

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

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 loss per share

Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. There were no common shares outstanding during the period from January 7, 2021 (inception) through January 31, 2021. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the Company has reported a net loss from January 7, 2021 (inception) through January 31, 2021. There were no potentially dilutive securities outstanding at any point from January 7, 2021 (inception) through January 31, 2021.

Revenue recognition

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

•

Step 1: Identify the contract with the customer

•

Step 2: Identify the performance obligations in the contract

•

Step 3: Determine the transaction price

•

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

•

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

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

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

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

•

Variable consideration

•

Constraining estimates of variable consideration

•

The existence of a significant financing component in the contract

•

Noncash consideration

•

Consideration payable to a customer

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

Digital Asset Mining Services

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

Mining Pools

terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company will be entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which will be recorded as

contra-revenue),

for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.

Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Consideration is constrained from recognition until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive; at this time, cumulative revenue is longer probable of significant reversal, i.e., associated uncertainty is resolved.

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

Fair Value of Digital Currencies

Fair value of the cryptocurrency award received will be determined using the quoted price of the related cryptocurrency at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s financial position and results from operations.

Recent accounting pronouncements issued but not yet adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05 issued by FASB, the entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements and disclosures. However, the Company believes that the definitive hosting agreement, dated April 1, 2021, as amended and restated in its entirety on May 12, 2021, by and between the Company and 500 N 4th Street LLC (the “Standard Power Hosting Agreement”) is a lease because it conveys the right to control the use of an identified asset (electric power infrastructure) to the Company for a period of time in exchange for consideration. Once the Standard Power Hosting Agreement is effective, the Company will record a right of use asset and a corresponding lease liability in accordance with Topic 842.

NOTE 2. BASIS OF PRESENTATION, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

Basis of presentation

The accompanying unaudited interim financial statements of the Company are presented in accordance with U.S. GAAP and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the balances and results for the periods presented. These unaudited interim results are not necessarily indicative of the results expected for the full fiscal year or any future period. The Company’s fiscal year ends on January 31.

These unaudited interim financial statements should be read in conjunction with the financial statements and the related notes included in the Company’s annual financial statements for the fiscal year ended January 31, 2021 included in the Good Works final prospectus and definitive proxy statement dated August 2, 2021, filed with the SEC pursuant to Rule 424(b)(3) under the U.S. Securities Act of 1933.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. 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 highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. As of July 31, 2021, the Company had no cash equivalents. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on these deposits.

Financial instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets.

Deferred offering and deferred investment costs

Deferred offering costs consist of legal and accounting fees incurred through the balance sheet date that are directly related to the Business Combination and that will be charged to shareholder equity upon the completion of the Business Combination.

Deferred investment costs consist of legal fees incurred through the balance sheet date that are directly related to the formation of a joint venture (see Note

for further discussion of the joint venture) and that will be capitalized as part of the Company’s total investment in the joint venture upon consummation of the joint venture agreement.

Property and equipment

Property and equipment consists of computer equipment and is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, which is generally three years for computer-related assets.

Property and equipment, net consisted of the following:


	July 31, 2021			January 31, 2021
Computer equipment	$	4,762		$	1,642
Less: accumulated depreciation		(668	)		(5	)

Property and equipment, net	$	4,094		$	1,637

Impairment of long-lived assets

will be measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized will be measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Revenue recognition

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

•

Step 1: Identify the contract with the customer

•

Step 2: Identify the performance obligations in the contract

•

Step 3: Determine the transaction price

•

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

•

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

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

•

Variable consideration

•

Constraining estimates of variable consideration

•

The existence of a significant financing component in the contract

•

Noncash consideration

•

Consideration payable to a customer

Digital asset mining services

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

Mining pools

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

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

606-10-32-25.

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

for additional information about the Company’s power arrangements.

Cryptocurrencies

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

price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.

Purchases of cryptocurrencies made by the Company will be included within investing activities in the statements of cash flows, while cryptocurrencies awarded to the Company through its mining activities will be included as a

non-cash

adjustment within operating activities on the statements of cash flows. The sales of cryptocurrencies will be included within investing activities in statements of cash flows and any realized gains or losses from such sales will be included in other income (expense) in the statements of operations. The Company will account for its gains or losses in accordance with the first in first out (“FIFO”) method of accounting.

Income taxes

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

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

Net loss per share

Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the Company has reported a net loss for the six months ended July 31, 2021. There were no potentially dilutive securities outstanding at any point during the six months ended July 31, 2021.

Recent accounting pronouncements issued but not yet adopted

In February 2016, the FASB issued Accounting Standards Update

(“ASU”) 2016-02, “Leases

(Topic 842)” which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and

corresponding right-of-use assets.

It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest

ASU 2020-05 issued

by the FASB, the entities who have not yet issued or made available for issuance their financial statements as of June 3, 2020 can defer the new

guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements and disclosures.

The Company entered into a series of agreements with affiliates of Luminant ET Services Company LLC (“Luminant”), including the Lease Agreement dated June 29, 2021, with amendment and restatement on July 9, 2021 (as amended and restated, the “Luminant Lease Agreement”). Once the Luminant Lease Agreement is effective and the Company has control over the applicable leased asset, the Company will record both

a right-of-use asset

and a corresponding lease liability in accordance with Topic 842 for each lease component.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and principles of consolidation

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

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

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

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

•

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

•

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

•

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

•

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

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

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

Emerging growth company

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of estimates

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

Unaudited interim condensed consolidated financial statements

The unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the instructions to Form

10-Q

and Article 10 of Regulation

S-X.

Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments, which consist of only normal recurring adjustments necessary for the fair presentation of the balances and results for the periods presented. These unaudited interim condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period.

Change in fiscal year

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

Cash and cash equivalents

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

Concentrations of credit risk

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

Fair value of financial instruments

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

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

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

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

To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgement. Accordingly, the degree of judgement exercised by

management in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Deferred offering and deferred investment costs

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

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

Property and equipment

Property and equipment consists primarily of

construction-in-progress

at one of the Company’s planned sites in Texas and computer equipment and is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, which is generally three years for computer-related assets.

Construction-in-progress

is not depreciated until the assets are placed into service.

Property and equipment, net consisted of the following:


	September 30, 2021			January 31, 2021
Computer equipment	$	23,761		$	1,642
Construction-in-progress		108,118			—
Less: accumulated depreciation		(1,427	)		(5	)

Property and equipment, net	$	130,451		$	1,637

Impairment of long-lived assets

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

Common stock warrants

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

The Company is capitalized as a single class of common stock, accordingly, a qualifying cash tender offer of more than 50% of the Common Stock will always result in a

change-in-control,

and in accordance with ASC

815-40-55-3,

this would not preclude permanent equity classification of the Public Warrants; therefore, the Public Warrants are equity classified.

The Private Placement Warrants are accounted for as a liability under ASC

815-40,

“Derivatives and Hedging—Contracts in Entity’s Own Equity,” as they are a freestanding financial instrument that require the Company to transfer assets upon exercise. The Company recorded the Private Placement Warrants as a liability in the unaudited condensed consolidated balance sheet at fair value on the Closing Date, with subsequent changes in the respective fair values recognized in the change in fair value of warrant liability within the unaudited condensed consolidated statements of operations at each reporting date. The Private Placement Warrants were valued using a Black-Scholes option-pricing model as described in Note 4.

Revenue recognition

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

•

Step 1: Identify the contract with the customer

•

Step 2: Identify the performance obligations in the contract

•

Step 3: Determine the transaction price

•

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

•

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

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

•

Variable consideration

•

Constraining estimates of variable consideration

•

The existence of a significant financing component in the contract

•

Noncash consideration

•

Consideration payable to a customer

Digital asset mining services

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

Mining pools

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

606-10-32-25.

Cryptocurrencies

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

non-cash

Income taxes

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

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

Recent accounting pronouncements issued but not yet adopted

In February 2016, the FASB issued Accounting Standards Update (“ASU”)

2016-02,

“Leases (Topic 842)” which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new

guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding

right-of-use

assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU

2020-05

issued by the FASB, the entities who have not yet issued or made available for issuance their financial statements as of June 3, 2020 can defer the new guidance for one year. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements and disclosures.

right-of-use

asset and a corresponding lease liability in accordance with Topic 842 for each lease component.

In May 2021, the FASB issued ASU

2021-04,

Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic

470-50),

Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40).

This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU will be effective for all entities for fiscal years beginning after December 15, 2021. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The adoption of ASU

2021-04

is not expected to have a material impact on the Company’s financial statements or disclosures.

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation (Restated)

The accompanying financial statements are presente

in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the financial position as of March 31, 2021 and the results of operations and cash flows for the period presented and should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on October 20, 2020, the Company’s annual report on Form

10-K

as filed with the SEC on February 17, 2021, the Company’s amended annual report on Form

10-K/A

as filed with the SEC on May 7, 2021, the Company’s second amended annual report on Form

10-K/A

as filed with the SEC on June 14, 2021, and the Company’s third amended annual report on Form

10-K/A

as filed with the SEC on January

, 2022, as well as the Company’s Current Reports on Form

8-K,

as filed with the SEC on March 5, 18, and 30, 2021. The interim results for the period ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.

As described in Note 3—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the three and six months ended June 30, 2021 (the “Affected Period”), is restated in this Quarterly Report on Form

10-Q/A

(Amendment No. 1) (this “Quarterly Report”) to correct the misapplication of accounting guidance related to the Company’s Public Shares in the Company’s previously issued unaudited condensed consolidated financial statements for such period. The restated financial statements are indicated as “Restated” in the unaudited condensed consolidated financial statements and accompanying notes, as applicable. See Note 3—Restatement of Previously Issued Financial Statements for further discussion.

Emerging Growth Company

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.

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

Cash and cash equivalents

Investment Held in Trust Account

Investment held in Trust Account consist of United States Treasury securities with a maturity of 180 days or less. 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

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 consolidated statement of operations. Interest income is recognized when earned.

Fair Value Measurements (Restated)

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 consolidated balance sheet as of June 30, 2021 and the balance sheet as of December 31, 2020. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of June 30, 2021 and December 31, 2020 due to the short maturities of such instruments.


	Fair Value Measured as of June 30, 2021
	Level 1		Level 2		Level 3		Total
Assets:
U.S. Money Market held in Trust Account	$	170,032,591	$	—	$	—	$	170,032,591

	$	170,032,591	$	—	$	—	$	170,032,591


	Fair Value Measured as of June 30, 2021
	Level 1		Level 2		Level 3		Total
Liabilities:
Private stock warrant liabilities	$	—	$	—	$	199,402	$	199,402

	$	—	$	—	$	199,402	$	199,402


	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	$	—	$	—	$	123,070	$	123,070

	$	—	$	—	$	123,070	$	123,070

The Private Warrants are accounted for as liabilities pursuant to ASC

815-40

and are measured at fair value as of each reporting period. Changes in the fair value of the Private Warrants are recorded in the statement of operations each period.

As of June 30, 2021 and December 31, 2020 the estimated fair value of the Private Warrants was determined using a Black Sholes valuation model using Level 3 inputs. Significant inputs to the valuation are as follows:


	As of December 31, 2020			As of June 30 2021
Exercise price	$	11.50		$	11.50
Stock price		9.95			9.95
Volatility		18.40	%		23.8	%
Probability of completing a business combination		88.30	%		90	%
Term		5.42			5.17
Risk-free rate		0.42	%		0.90	%
Dividend yield		0.00	%		0.00	%

Derivative warrant liabilities

re-assessed

at the end of each reporting period.

The 114,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC Topic 815, “Derivatives and Hedging”. 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 common stock subject to possible redemption in accordance with the guidance in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “

Distinguishing Liabilities from Equity

.” Common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. Our common stock feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2021, 17,000,000 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of our balance sheet.

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

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 September 30, 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.

The provision for income taxes was deemed to be immaterial for the six month period ended June 30, 2021 and for the period from June 24, 2020 (inception) to December 31, 2020.

Net Loss Per Common Share (Restated)

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 three and six months ended June 30, 2021. 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 Three Months						For the Six Months
	ended June 30, 2021						ended June 30, 2021
	Redeemable			Non-redeemable			Redeemable			Non-redeemable
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(825,915	)	$	(217,556	)	$	(1,629,700	)	$	(429,282	)
Denominator:
Basic and diluted weighted average shares outstanding		17,000,000			4,478,000			17,000,000			4,478,000

Basic and diluted net loss per share	$	(0.05	)	$	(0.05	)	$	(0.10	)	$	(0.10	)

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.

Business Combination

8 Months Ended

Sep. 30, 2021

Business Combinations [Abstract]

Business Combination

NOTE 3. BUSINESS COMBINATION

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

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

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

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

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

•

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

•

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

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


	Recapitalization
Cash – GWAC trust and cash, net of redemptions	$	43,197,478
Cash – PIPE Financing		322,350,000
Cash, subscription receivable and/or debt forgiveness –Bitfury Private Placement		60,000,000
Add: Non-cash net assets assumed from GWAC		433,186
Less: Subscription receivable – Bitfury Private Placement		(1,690,351	)
Less: Fair value of private warrants		(261,060	)
Less: Transaction costs and advisory fees allocated to equity		(40,965,106	)

Net Business Combination		383,064,147
Less: Non-cash net assets assumed from GWAC		(433,186	)
Less: Transaction costs and advisory fees allocated to warrants		(102,432	)
Add: Fair value of private warrants		261,060
Add: Accrued transaction costs and advisor fees		1,063,416

Net cash contributions from Business Combination	$	383,853,005

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

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


Common stock of GWAC, net of redemptions			4,345,619
GWAC founder shares			3,572,500
GWAC private placement shares			228,000
Shares issued in PIPE Financing			32,235,000
Shares issued in the Bitfury Private Placement			6,000,000

Business Combination, PIPE Financing and Bitfury Private Placement shares – Common Stock			46,381,119
Cipher common shares issued in Business Combination (1)			200,000,000

Shares outstanding			246,381,119

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

Fair Value Measurements

8 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 4. FAIR VALUE MEASUREMENTS

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


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

	$	101,000,775	$	—	$	—	$	101,000,775

Liabilities included in:
Warrant liability	$	—	$	—	$	271,320	$	271,320

	$	—	$	—	$	271,320	$	271,320

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

The valuation of the Private Placement Warrants uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an

on-going

basis as additional data impacting the assumptions and estimates are obtained.

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


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

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


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

Balance, end of period	$	271,320	$	271,320

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

Related Party Transactions

Initial Public Offering	6 Months Ended
Initial Public Offering	Jun. 30, 2021	Dec. 31, 2020
GOOD WORKS ACQUISITION CORP. [Member]
Initial Public Offering	Note 4 – 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. 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.	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 fina l 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
Private Placement	Jun. 30, 2021	Dec. 31, 2020
GOOD WORKS ACQUISITION CORP. [Member]
Private Placement	Note 5 – 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).	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).

Deposits

6 Months Ended

Jul. 31, 2021

Deposits Disclosure [Abstract]

Deposits

NOTE 3. DEPOSITS

Deposits consisted of the following:


	July 31, 2021
Luminant Purchase and Sale Agreement collateral (see Note 6)	$	3,063,020
Deposits on equipment		264,316
Other deposits		41,250

Total deposits	$	3,368,586

Related Party Transactions

1 Months Ended

6 Months Ended

8 Months Ended

Jan. 31, 2021

Jul. 31, 2021

Jun. 30, 2021

Dec. 31, 2020

Sep. 30, 2021

NOTE 3. RELATED PARTY TRANSACTIONS

On January 7, 2021, the Company received a letter for a subscription for 500 shares of its common stock from Bitfury Top HoldCo B.V. (“Bitfury”) in exchange for a future payment of $5, which is recorded as subscription receivable on the balance sheet as of January 31, 2021. Bitfury is the sole stockholder and parent company of the Company. The Company received payment for the subscribed shares on February 24, 2021.

Please see discussion of the related party loan disclosed in Note 5.

NOTE 4. RELATED PARTY TRANSACTIONS

Subscription receivable

On January 7, 2021, the Company received a letter for a subscription for 500 shares of its Common Stock from Bitfury Top HoldCo in exchange for a future payment of $5, which was recorded as a subscription receivable on the balance sheet as of January 31, 2021. Bitfury Top HoldCo is the sole stockholder and parent company of the Company. The Company received payment for the subscribed shares on February 24, 2021.

Accounts payable, related party

The chief executive officer (“CEO”) and chief financial officer of the Company purchased several computers and funded other operating expenses of the Company and were subsequently reimbursed by an affiliate of Bitfury Top HoldCo. Additionally, the affiliate of Bitfury Top HoldCo also paid a consulting fee to the Company’s CEO for several months prior to the CEO being hired on a full-time basis by the Company. These amounts totaled $47,475 and were recorded as a related party accounts payable line item on the balance sheet as of July 31, 2021. In August 2021, the $47,475 was reclassified to the related party loan payable (see further discussion

below).

Related party loan

The Company entered into a loan agreement with an affiliate of Bitfury Top HoldCo (the “Lender”) for an initial amount of $100,000 on February 8, 2021. The Lender approved several increases to the outstanding loan balance and also paid vendors directly on behalf of the Company, resulting in a total loan amount outstanding of $4,864,316 as of July 31, 2021. As of July 31, 2021, the loan had an interest rate of 0.3% per annum and the individual advances made under the loan were to mature one year after the date of each advance. Total accrued interest of $1,961 is included in accrued expenses on the balance sheet as of July 31, 2021.

Details of advances made under the loan agreement through July 31, 2021 are below:


Date of advance	Maturity date	Amount
February 8, 2021	February 7, 2022	$	100,000
April 6, 2021	April 5, 2022		200,000
April 22, 2021	April 21, 2022		600,000
June 2, 2021	June 1, 2022		52,871
June 10, 2021	June 9, 2022		750,000
June 24, 2021	June 23, 2022		56,400
June 29, 2021	June 28, 2022		2,650,000
July 6, 2021	July 5, 2022		101,045
July 29, 2021	July 28, 2022		300,000
July 30, 2021	July 29, 2022		54,000

		$4,864,316

In August 2021, the Lender made additional payments totaling $2,173,722 on behalf of Cipher, and the accounts payable, related party balance of $47,475 was also reclassified into the outstanding loan balance, bringing the total outstanding loan balance to $7,038,038. On August 26, 2021, the loan agreement was amended by the parties to amend the interest rate per annum to 2.5%, to revise the maturity date to August 31, 2021 and to update the total amount disbursed under the loan to $7,038,038, which was repaid at the Closing on August 27, 2021. Outstanding interest due under the loan agreement will be cash settled between the parties in September 2021.

NOTE 8. RELATED PARTY TRANSACTIONS

Accounts payable, related party

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

Related party loan

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

Subscription receivable

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

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

Related Party Transactions

Note 6 – 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 is 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 were holding an aggregate of 750,000 shares which they had 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. In February 2021, all of the 750,000 shares were transferred to

not-for-profit

organizations that were approved by the board of directors.

The Founders (including the

not-for-profit

transferees) 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

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 June 30, 2021, no Working Capital Loans have been issued.

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.

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

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

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

2020

, the Company had

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

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

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

2020

, were

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

Jun. 30, 2021

Dec. 31, 2020

Investment Held in Trust Account

Note 7 – Investment Held in Trust Account

As of June 30, 2021, investment in the Company’s Trust Account consisted of $170,032,591 in U.S. Money Market funds and $0 in U.S. Treasury Securities. All of the U.S. Treasury Securities matured 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 June 30, 2021 and December 31, 2020 are as follows:


	Carrying Value/Amortized Cost		Gross Unrealized Gains		Gross Unrealized losses			Fair Value as of December 31, 2021
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


	Carrying Value/Amortized Cost		Gross Unrealized Gains		T-Bill Maturity			Gross Unrealized Losses			Fair Value as of June 30, 2021
U.S. Money Market	$	203	$	2,908	$	170,074,000		$	(44,520	)	$	170,032,591
U.S. Treasury Securities		170,064,795		9,205	$	(170,074,000	)		—			—

	$	170,064,998	$	12,113	$	0		$	(44,520	)	$	170,032,591

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


	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	Jun. 30, 2021	Dec. 31, 2020
GOOD WORKS ACQUISITION CORP. [Member]
Commitments (Details) [Line Items]
Commitments	Note 8 – 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.	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 Combination 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

GOOD WORKS ACQUISITION CORP [Member]

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 (Deficit)	1 Months Ended	6 Months Ended			8 Months Ended
Stockholders' Equity (Deficit)	Jan. 31, 2021	Jul. 31, 2021	Jun. 30, 2021	Dec. 31, 2020	Sep. 30, 2021
Class of Stock [Line Items]
Stockholders' Equity (Deficit)	NOTE 4. STOCKHOLDER DEFICIT The Company is authorized to issue 5,000 Common Shares with a par value of $0.001 per share. Holders of the Common Shares are entitled to one vote for each share. As of January 31, 2021, there were no Common Shares issued and 500 Common Shares were subscribed, as discussed above.	NOTE 5 . STOCKHOLDER DEFICIT The Company is authorized to issue 5,000 Common Shares with a par value of $0.001 per share. Holders of the Common Shares are entitled to one vote for each share. As of July 31, 2021, there are 500 shares issued and outstanding, whereas as of January 31, 2021, there were no Common Shares issued and 500 Common Shares subscribed, as discussed above in Note 4 .			NOTE 10. STOCKHOLDERS’ EQUITY (DEFICIT) As of September 30, 2021, 510,000,000 shares with a par value of $0.001 per share are authorized, of which, 500,000,000 shares are designated as Common Stock and 10,000,000 shares are designated as Preferred Stock. Common Stock Holders of each share of Common Stock are entitled to dividends when, as and if declared by the Board. As of September 30, 2021, the Company had not declared any dividends. The holder of each share of Common Stock is entitled to one vote. The voting, dividend, liquidation and other rights and powers of the Common Stock are subject to and qualified by the rights, powers and preferences of any outstanding series of Preferred Stock. Cipher As of January 31, 2021, 5,000 common shares of Cipher were authorized with a par value of $0.001 per share, and 500 units were subscribed, which were issued subsequent to January 31, 2021, as discussed above in Note 8. In connection with the Business Combination, the 500 common shares of Cipher were converted into 200,000,000 shares of the Company’s Common Stock.
GOOD WORKS ACQUISITION CORP. [Member]
Class of Stock [Line Items]
Stockholders' Equity (Deficit)			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 June 30, 2021 and December 31, 2020, respectively, there were 4,478,000 and 4,478,000 shares of common stock issued and outstanding, excluding 17,000,000 and 17,000,000 shares, respectively, 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.	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.

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.

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Warrants

6 Months Ended

8 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Sep. 30, 2021

Warrants

NOTE 11. WARRANTS

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

Public Warrants

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

•

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

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

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

•

30-trading

day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and

•

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

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

Private Placement Warrants

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be

non-redeemable

so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Warrants

Note 10 – Warrants

Public Warrants -

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering. No warrants

will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

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

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

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

•

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

•

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

Private Warrants -

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.

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

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

non-redeemable so

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	$	—

of December

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.

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

2020

(inception) through December

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.

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.

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Deposit Assets Disclosure [Abstract]

Commitments and Contingencies	1 Months Ended	6 Months Ended	8 Months Ended
Commitments and Contingencies	Jan. 31, 2021	Jul. 31, 2021	Sep. 30, 2021
Commitments and Contingencies	NOTE 5. COMMITMENTS AND CONTINGENCIES Litigation The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. Commitments As of January 31, 2021, the Company was not a party to any leasing agreements. The Company has entered into a one-year agreement with a service provider for financial advisory and investor relations consulting services in exchange for a monthly payment of $12,000. The agreement may be cancelled at any time during the first year with at least 60 days’ prior notice by either party. The agreement will automatically renew for a second one-year term, if not cancelled at least 30 days prior to the end of the first year. Upon the occurrence of certain events specified in the agreement (i.e., Business Combination), the Company will be required to pay $175,000 to the service provider and agrees to increase the monthly payment to $15,000. Related party loan The Company entered into a loan agreement with Bitfury Holding B.V. (“BHBV”) for $100,000 on February 8, 2021. BHBV approved a $200,000 increase to the loan on April 1, 2021 and approved another increase of $600,000 on April 22, 2021, for a total approved loan amount of $900,000. The loan bears interest at 0.3% per annum and matures on February 8, 2022, at which time all outstanding balances under the loan, including any interest due, must be repaid.	NOTE 6 . COMMITMENTS AND CONTINGENCIES Litigation The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. Commitments In the normal course of business, the Company enters into contracts that contain a variety of indemnifications with its employees, licensors, suppliers and service providers. The Company’s maximum exposure under these arrangements, if any, is unknown as of July 31, 2021. The Company does not anticipate recognizing any significant losses relating to these arrangements. Service providers On January 26, 2021, the Company entered into a one-year agreement with a service provider for financial advisory and investor relations consulting services in exchange for a monthly payment of $ 12,000 . The agreement may be cancelled at any time during the first year with at least 60 days’ prior notice by either party. The agreement will automatically renew for a second one-year term, if not cancelled at least 30 days prior to the end of the first year. Upon the occurrence of certain events specified in the agreement (i.e., the Business Combination), the Company agreed to increase the monthly payment to $ 15,000 and is also required to pay $ 175,000 to the service provider. The $ 175,000 was paid in connection with the Closing. Power and hosting arrangements The Company is party to several power and hosting arrangements as described below. Luminant power arrangement On June 23, 2001, the Company entered into a definitive power purchase agreement, which was subsequently amended and restated on July 9, 2021, with Luminant for the supply of electric power at a predetermined power price to a site in Texas for a term of five years with a subsequent automatic annual renewal provision (as amended and restated, the “Luminant Power Agreement”). The Luminant Lease Agreement leases the Company a plot of land where the planned data center, ancillary infrastructure and electrical system (the “Interconnection Electrical Facilities” or “substation”) will be set up for the Texas site. Under the Luminant Power Agreement, the Company is required to provide Luminant with collateral of $12,553,804 (the “Independent Collateral Amount”). Half of the Independent Collateral Amount was paid to Luminant on September 1, 2021 as the Company received notice that Luminant had commenced construction of the Interconnection Electrical Facilities. The other half will be due 15 days prior to the date on which the Interconnection Electrical Facilities are completed and made operational. The Independent Collateral Amount will remain in place throughout the term of the Luminant Power Agreement. Details of the construction of the Interconnection Electrical Facilities, including collateral arrangements that are in addition to the Independent Collateral Amount, are set out in the Luminant Purchase and Sale Agreement. Under the Luminant Purchase and Sale Agreement, the Company provided $3,063,020 as collateral separate from the Independent Collateral Amount, which is recorded in deposits on the unaudited balance sheet as of July 31, 2021. The Luminant Lease Agreement is effective from the date of the Company ’s notification of the completion of the Business Combination (the “Effective Date”), which was August 27, 2021, and shall continue for five years following completion of the substation, subject to renewal provisions aligned with the Luminant Power Agreement. Financing for use of the land and substation is provided by Luminant affiliates, with monthly installments of principal and interest due over a five-year period starting upon transfer of legal title of the substation to the Company (estimated total undiscounted principal payments of $ 13.1 million). At the end of the lease term for the Interconnection Electrical Facilities, the substation will be sold back to Luminant’s affiliate, Vistra Operations Company, LLC at a price to be determined based upon bids obtained in the secondary market. Standard Power hosting agreement Under the Standard Power Hosting Agreement entered into on February 3, 2021 by the Company and 500 N 4th Street LLC, doing business as Standard Power (“Standard Power”), the Company agrees to provide Standard Power with Bitcoin miners with a specified energy utilization capacity necessary to generate computational power at three Ohio facilities (the “Miners”). Standard Power, in turn, is obligated to (i) host the Miners in specialized containers and provide the electrical power and transmission and connection equipment necessary for the mining and (ii) host, operate and manage the Miners there, in each case in accordance with the terms and conditions of the Standard Power Hosting Agreement. The Standard Power Hosting Agreement provides that Standard Power shall provide an electric power infrastructure, including containers, necessary to operate Miners with a specified energy utilization capacity at facility 1 in Ohio in accordance with the specifications and power availability date set out in the availability schedule. The power availability date for the first forty Megawatts (40 MWs) of the required power is set for December 15, 2021. Thereafter, Standard Power shall provide the hosting capacity, housing and equipment for Miners with the specified energy utilization capacities that will be delivered to the facilities in accordance with the availability schedule, as may be amended and supplemented. Standard Power also undertakes to be responsible for the proper installation and the costs of work for hosting the Miners in the specialized containers in each facility and for the proper care and maintenance of the Miners, the facilities and the containers in which the Miners are installed. Under the Standard Power Hosting Agreement, the Company is obligated to pay a hosting fee and an operational service fee. The Company’s payment obligations under the Standard Power Hosting Agreement become effective on a pro rata basis according to the number of Miners in operation in accordance with the terms of this agreement. The Standard Power Hosting Agreement provides for a term of five years with automatic five-year renewal provisions. The Company determined that the Standard Power Hosting Agreement does not include a lease and the Company will account for it as an executory service agreement. The associated fees paid under the Standard Power Hosting Agreement will be expensed as services are received. WindHQ power arrangement and joint venture On June 10, 2021, the Company and WindHQ, LLC (“WindHQ”) signed a binding definitive framework agreement with respect to the construction, build-out, deployment and operation of one or more data centers (“Data Centers”) in the United States (the “WindHQ Joint Venture Agreement”). The WindHQ Joint Venture Agreement provides that the parties shall collaborate to fund the construction and build-out of certain specified Data Centers at locations already identified by the parties (“Initial Data Centers”). Each Initial Data Center will be owned by a separate limited liability company (each, an “Initial Data Center LLC”), and WindHQ and the Company will each own 51 % and 49 %, respectively, of the initial membership interests of each Initial Data Center LLC. The WindHQ Joint Venture Agreement includes a development schedule for additional electrical power capacity through the joint identification, procurement, development and operation of additional Data Centers (“Future Data Centers”). Each Future Data Center will be owned by a separate limited liability company (each, a “Future Data Center LLC”, and collectively with the Initial Data Center LLCs, the “Data Center LLCs”), and WindHQ will own at least 51% of the initial membership interests of each Future Data Center LLC and the Company will own a maximum of 49% of the initial membership interests of each Future Data Center LLC. Furthermore, under the WindHQ Joint Venture Agreement, WindHQ is required to procure energy for Future Data Centers at the most favorable pricing then available. Similarly, the Company is required to procure the applicable equipment needed for the Future Data Centers at the most favorable pricing then available. Under the WindHQ Joint Venture Agreement, WindHQ agrees to provide a series of services to each of the Data Centers, including but not limited to: (i) the design and engineering of each of the Data Centers; (ii) the procurement of energy equipment and others related services such as logistics for each of the Data Centers; and (iii) the construction work for each of the Data Centers. The Company, on the other hand, is required to support and monitor (remotely) the operations of the hardware at each Data Center (particularly the mining servers). A development fee equal to 2% of capital expenditures in respect of the initial development of each Data Center shall be paid 50% to WindHQ and 50% to the Company. Furthermore, a fee equal to 2% of the gross revenues of each of the Data Center LLCs will be payable monthly, based on the immediately prior month gross revenue of such Data Center, 50% to WindHQ and 50% to the Company. The WindHQ Joint Venture Agreement also provides that for each Data Center, WindHQ and the Company will cooperate to prepare a financial model incorporating the relevant economic factors of such Data Center, and both WindHQ and the Company will provide the initial funding required for each Data Center on a pro rata basis in accordance with the parties’ respective ownership interests in the applicable Data Center. The arrangement with WindHQ is still in the planning phase and has nominal operations and working capital. Currently, it is not anticipated by management of the Company that the Company’s investment in any of the individual Data Center LLCs will meet the definition of a variable interest entity in accordance with ASC 810, “Consolidation” and the Company will not have a controlling voting interest in any of the Data Center LLCs. Because the Company expects to have significant influence over the operations and major decisions of the Data Center LLCs, the Company’s 49 % ownership in each individual Data Center LLC will be separately accounted for under the equity method of accounting, as the Company does not expect to exercise control over the Data Center LLCs.	NOTE 9. COMMITMENTS AND CONTINGENCIES Litigation The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. Commitments In the normal course of business, the Company enters into contracts that contain a variety of indemnifications with its employees, licensors, suppliers and service providers. The Company’s maximum exposure under these arrangements, if any, is unknown as of September 30, 2021. The Company does not anticipate recognizing any significant losses relating to these arrangements. Power and hosting arrangements The Company is party to several power and hosting arrangements as described below. Luminant power arrangement On June 23, 2021, the Company entered into a definitive power purchase agreement, which was subsequently amended and restated on July 9, 2021, with Luminant for the supply of electric power at a predetermined power price to a site in Texas for a term of five years with a subsequent automatic annual renewal provision (as amended and restated, the “Luminant Power Agreement”). The Luminant Lease Agreement leases the Company a plot of land where the planned data center, ancillary infrastructure and electrical system (the “Interconnection Electrical Facilities” or “substation”) will be set up for the Texas site. Under the Luminant Power Agreement, the Company is required to provide Luminant with collateral of approximately $12.6 million (the “Independent Collateral Amount”). Half of the Independent Collateral Amount was paid to Luminant on September 1, 2021 and is recorded in security deposits on the condensed consolidated balance sheet as of September 30, 2021, as the Company received notice that Luminant had commenced construction of the Interconnection Electrical Facilities. The other half will be due 15 days prior to the date on which the Interconnection Electrical Facilities are completed and made operational. The Independent Collateral Amount will remain in place throughout the term of the Luminant Power Agreement. Details of the construction of the Interconnection Electrical Facilities, including collateral arrangements that are in addition to the Independent Collateral Amount, are set out in the Luminant Purchase and Sale Agreement. Under the Luminant Purchase and Sale Agreement, the Company provided approximately $3.1 million as collateral separate from the Independent Collateral Amount, which is recorded in security deposits, along with the Independent Collateral Amount, on the unaudited condensed consolidated balance sheet as of September 30, 2021. The Luminant Lease Agreement is effective from the date of the Company’s notification of the Effective Date of the Business Combination, which was August 27, 2021, and shall continue for five years following completion of the substation, subject to renewal provisions aligned with the Luminant Power Agreement. Financing for use of the land and substation is provided by Luminant affiliates, with monthly installments of principal and interest due over a five-year period starting upon transfer of legal title of the substation to the Company (estimated total undiscounted principal payments of $13.1 million). At the end of the lease term for the Interconnection Electrical Facilities, the substation will be sold back to Luminant’s affiliate, Vistra Operations Company, LLC at a price to be determined based upon bids obtained in the secondary market. Standard Power hosting agreement Under the Standard Power Hosting Agreement entered into on February 3, 2021 by the Company and 500 N 4th Street LLC, doing business as Standard Power (“Standard Power”), the Company agrees to provide Standard Power with Bitcoin miners with a specified energy utilization capacity necessary to generate computational power at three Ohio facilities (the “Miners”). Standard Power, in turn, is obligated to (i) host the Miners in specialized containers and provide the electrical power and transmission and connection equipment necessary for the mining and (ii) host, operate and manage the Miners there, in each case in accordance with the terms and conditions of the Standard Power Hosting Agreement. The Standard Power Hosting Agreement provides that Standard Power shall provide an electric power infrastructure, including containers, necessary to operate Miners with a specified energy utilization capacity at facility 1 in Ohio in accordance with the specifications and power availability date set out in the availability schedule. Thereafter, Standard Power shall provide the hosting capacity, housing and equipment for Miners with the specified energy utilization capacities that will be delivered to the facilities in accordance with the availability schedule, as may be amended and supplemented. Standard Power also undertakes to be responsible for the proper installation and the costs of work for hosting the Miners in the specialized containers in each facility and for the proper care and maintenance of the Miners, the facilities and the containers in which the Miners are installed. Under the Standard Power Hosting Agreement, the Company is obligated to pay a hosting fee and an operational service fee. The Company’s payment obligations under the Standard Power Hosting Agreement become effective on a pro rata basis according to the number of Miners in operation in accordance with the terms of this agreement. The Standard Power Hosting Agreement provides for a term of five years with automatic five-year renewal provisions. WindHQ power arrangement and joint venture On June 10, 2021, the Company and WindHQ, LLC (“WindHQ”) signed a binding definitive framework agreement with respect to the construction, build-out, deployment and operation of one or more data centers (“Data Centers”) in the United States (the “WindHQ Joint Venture Agreement”). The WindHQ Joint Venture Agreement provides that the parties shall collaborate to fund the construction and build-out of certain specified Data Centers at locations already identified by the parties (“Initial Data Centers”). Each Initial Data Center will be owned by a separate limited liability company (each, an “Initial Data Center LLC”), and WindHQ and the Company will each own 51% and 49%, respectively, of the initial membership interests of each Initial Data Center LLC. The WindHQ Joint Venture Agreement includes a development schedule for additional electrical power capacity through the joint identification, procurement, development and operation of additional Data Centers (“Future Data Centers”). Each Future Data Center will be owned by a separate limited liability company (each, a “Future Data Center LLC”, and collectively with the Initial Data Center LLCs, the “Data Center LLCs”), and WindHQ will own at least 51% of the initial membership interests of each Future Data Center LLC and the Company will own a maximum of 49% of the initial membership interests of each Future Data Center LLC. Furthermore, under the WindHQ Joint Venture Agreement, WindHQ is required to procure energy for Future Data Centers at the most favorable pricing then available. Similarly, the Company is required to procure the applicable equipment needed for the Future Data Centers at the most favorable pricing then available. Under the WindHQ Joint Venture Agreement, WindHQ agrees to provide a series of services to each of the Data Centers, including but not limited to: (i) the design and engineering of each of the Data Centers; (ii) the procurement of energy equipment and others related services such as logistics for each of the Data Centers; and (iii) the construction work for each of the Data Centers. The Company, on the other hand, is required to support and monitor (remotely) the operations of the hardware at each Data Center (particularly the mining servers). A development fee equal to 2% of capital expenditures in respect of the initial development of each Data Center shall be paid 50% to WindHQ and 50% to the Company. Furthermore, a fee equal to 2% of the gross revenues of each of the Data Center LLCs will be payable monthly, based on the immediately prior month gross revenue of such Data Center, 50% to WindHQ and 50% to the Company. The WindHQ Joint Venture Agreement also provides that for each Data Center, WindHQ and the Company will cooperate to prepare a financial model incorporating the relevant economic factors of such Data Center, and both WindHQ and the Company will provide the initial funding required for each Data Center on a pro rata basis in accordance with the parties’ respective ownership interests in the applicable Data Center. The arrangement with WindHQ is still in the planning phase and has nominal operations and working capital. Currently, it is not anticipated by management of the Company that the Company’s investment in any of the individual Data Center LLCs will meet the definition of a variable interest entity in accordance with ASC 810, “Consolidation” and the Company will not have a controlling voting interest in any of the Data Center LLCs. No agreements for the Data Centers have been executed between the parties, however, based upon the Company’s expectation that they will have significant influence over the operations and major decisions of the Data Center LLCs, the Company’s 49% ownership in each individual Data Center LLC will be separately accounted for under the equity method of accounting, as the Company does not expect to exercise control over the Data Center LLCs.

Equity Based Compensation	8 Months Ended
Equity Based Compensation	Sep. 30, 2021
Share-based Payment Arrangement [Abstract]
Share-based Compensation	NOTE 12. EQUITY-BASED COMPENSATION Upon Closing of the Business Combination, the Board approved the Cipher Mining Inc. Incentive Award Plan (the “Incentive Award Plan”). The Incentive Award Plan provides for the grant of stock options, including incentive stock options and nonqualified stock options, restricted stock units, stock appreciation rights, and other stock or cash-based awards to employees, consultants and directors. Initially, up to 19,869,312 shares of Common Stock are available for issuance under awards granted pursuant to the Incentive Award Plan. In addition, the number of shares of Common Stock available for issuance under the Incentive Equity Plan will be increased on January 1 of each calendar year beginning in 2022 and ending in 2031 by an amount equal to the lesser of (a) three percent (3%) of the total number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares determined by the Board. As of September 30, 2021, 19,869,312 shares of Common Stock are available for issuance under the Equity Incentive Plan.

Net Loss Per Share

8 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

NOTE 13. NET LOSS PER SHARE

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

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


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

		8,614,000

Security Deposits

8 Months Ended

Sep. 30, 2021

Security Deposits

NOTE 7. SECURITY DEPOSITS

Security deposits consisted of the following:


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

Total security deposits	$	9,381,172

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 13
-Paragraph (a)
-Subparagraph (4)
-Subsection 02

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 13
-Paragraph (a)
-Subparagraph (4)(iv)
-Subsection 02

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 13
-Paragraph (a)
-Subparagraph (2)
-Subsection 02

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 13
-Paragraph (a)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 13
-Paragraph (a)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 13
-Paragraph (a)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(2))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section S99
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-Subparagraph (SX 210.13-02(a)(4))
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Disclosure Deposits On Equipment [Abstract]

Deposit on Equipment

8 Months Ended

Sep. 30, 2021

Deposits On Equipment

NOTE 6. DEPOSITS ON EQUIPMENT

As of September 30, 2021, the Company had outstanding executed purchase agreements for the purchase of (1) 27,000 Antminer S19j Pro (100 TH/s) miners from Bitmain Technologies Limited (“Bitmain”) and (2) 60,000 MicroBT M30S, M30S+ and M30S++ miners from SuperAcme Technology (Hong Kong) Limited (“SuperAcme”), all of which are to be delivered in monthly batches from January 2022 through December 2022. The purchase agreement commitments, deposits paid and expected delivery timing (remaining balances are payable in advance of shipping) are summarized below:


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

Total		$399,495,151	$74,345,864

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

Prepaid Expenses	8 Months Ended
Prepaid Expenses	Sep. 30, 2021
Prepaid Expenses [Abstract]
Prepaid Expenses Disclosure [Text Block]	NOTE 5. PREPAID EXPENSES As of September 30, 2021, the Company had $15.3 million of prepaid expenses on its unaudited condensed consolidated balance sheet, which was almost entirely related to prepaid insurance as less than $0.1 million related to other prepaid expenses. There were no prepaid expenses as of January 31, 2021.

Subsequent Events

1 Months Ended

6 Months Ended

8 Months Ended

Jan. 31, 2021

Jul. 31, 2021

Jun. 30, 2021

Dec. 31, 2020

Sep. 30, 2021

Subsequent Event [Line Items]

Subsequent Events

NOTE 6. SUBSEQUENT EVENTS

The Company has completed an evaluation of all subsequent events through March 19, 2021, which is the date that these financial statements were available to be issued. Except as described below, the Company has concluded that no subsequent event has occurred that requires disclosure.

Related party loan and other commitments

Please see discussion of the related party loan disclosed in Note 5.

On February 8, 2021, the Company entered into an agreement for approximately a

one-year

term with a service provider for public relations services. For the first two months of the agreement, the monthly payment to the service provider will be $35,000 and in subsequent months the monthly payment will be $20,000. The agreement may be cancelled at any time with at least 60 days’ prior notice by either party.

Proposed business combination

On March 4, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Good Works Acquisition Corp. (“Good Works”) and Currency Merger Sub, Inc. (“Merger Sub”), a wholly-owned direct subsidiary of Good Works. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Good Works (the “Merger”). In connection with the Merger, each issued and outstanding share of the Company’s common stock shall be converted into the right to receive 400,000 shares of Good Works common stock, par value $0.001 (“

Good Works Common Stock

”). Concurrently with the execution of the Merger Agreement, Good Works entered into subscription agreements with certain investors who agreed to subscribe for and purchase, immediately following the closing of the Merger, an aggregate of 37,500,000 shares of Good Works Common Stock for aggregate proceeds of $375,000,000 (the “PIPE Financing”). Bitfury agreed to subscribe for and purchase 5,000,000 shares of Good Works Common Stock in exchange for a

benefit-in-kind

commitment as payment for the shares (“Bitfury Private Placement”). The Merger and other transactions contemplated by the Merger Agreement, including the PIPE Financing and the Bitfury Private Placement, represent the Business Combination referred to in Note 1.

In accordance with ASC Topic 718, the Company will account for the Bitfury Private Placement as a debit to a long-term asset (prepaid services) with a corresponding credit to additional paid in capital/common stock. As services are performed by Bitfury, the Company will credit prepaid services and debit stock-based compensation. Notwithstanding the legal form of the Business Combination pursuant to the Merger Agreement, the Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, GWAC is treated as the acquired company and Cipher is treated as the acquirer for financial statement reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Cipher issuing stock for the net assets of GWAC, accompanied by a recapitalization. The net assets of GWAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Cipher. Cipher has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•

Cipher’s existing shareholders will have the greatest voting interest in the combined entity under the no redemption and maximum redemption scenarios with over 75% of the voting interest in each scenario;

•

Cipher will have the ability to nominate a majority of the members of the board of directors of the combined entity;

•

Cipher’s senior management will be the senior management of the combined entity; and

•

Cipher’s operations prior to the acquisition comprising the only ongoing operations of New Cipher.

Power and hosting arrangements

After January 31, 2021, the Company is party to, or is poised to become party to, several power and hosting arrangements. Most of these arrangements are not considered final and are therefore

non-binding

and subject to change; however, it is a closing condition under the terms of the Merger Agreement that the Company must enter into definitive agreements with the applicable counterparties under each of the power and hosting arrangements described below.

The first power arrangement was a term sheet entered into by BHBV in January 2020 for a power purchase agreement with a third-party provider for the supply of electric power to a site in Texas for a term of five years with a subsequent automatic annual renewal provision. Under this term sheet, the parties agree to enter into a separate land lease agreement for the construction of a planned data center and ancillary infrastructure.

The second hosting arrangement was a term sheet entered into by the Company in February 2021 for a Bitcoin mining hosting agreement with turnkey infrastructure for the hosting of the Company’s Bitcoin mining equipment to generate computational power at the three facilities in Ohio owned or leased by the counterparty. This term sheet provides for a term of five years with automatic five-year renewal provisions. The definitive agreement pursuant to this term sheet has been entered into on April 1, 2021 and amended and restated on May 12, 2021.

The third power arrangement was a letter of intent entered into by BHBV in January 2021 containing basic terms and conditions to enter into a joint venture agreement to build, equip and operate one or more data centers in Texas with a counterparty (“

Joint Venture

”). This letter of intent was assigned to the Company by BHBV in February 2021. Under the planned joint venture, the Company will hold a maximum of 49% of all outstanding shares and the counterparty will hold a minimum of 51%.

The Joint Venture is still in the planning phase and has nominal operations and working capital. Currently, the Joint Venture does not meet the definition of a variable interest entity in accordance with ASC 810 and does not have a controlling voting interest. The Company will have significant influence over the operations and major decisions.

NOTE

. SUBSEQUENT EVENTS

The Company has completed an evaluation of all subsequent events after the balance sheet date up to the date that the financial statements were issued. Except as described in the notes above and set out below, the Company has concluded that no subsequent event has occurred that requires disclosure.

Business Combination

On July 26, 2021, Good Works filed amendment #3 to the Registration Statement on form

S-4

with the SEC. The SEC declared the Registration Statement effective on August 2, 2021.

On August 25, 2021, Good Works shareholders voted to approve the Business Combination with the Company and other related matters in the proxy statements. Upon the consummation of the Business Combination, GWAC Common Stock and GWAC Warrants ceased trading on the NASDAQ Stock Exchange (the “NASDAQ”), and Cipher Mining Common Stock and Cipher Mining Warrants began trading on August 30, 2021 on the NASDAQ under the ticker symbols “CIFR” and “CIFRW,” respectively.

On August 27, 2021, Good Works and Bitfury Top HoldCo amended the subscription agreement (the “Amended and Restated Bitfury Subscription Agreement”), and pursuant to the Amended and Restated Bitfury Subscription Agreement, Bitfury Top HoldCo agreed to subscribe for and purchase, and Good Works agreed to issue and sell to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo) an additional 1,000,000 shares of Common Stock in Cipher Mining at a purchase price of $10.00 per share (the “Additional Shares”) for an aggregate purchase price for the Additional Shares of $10,000,000 (the “Additional Purchase Price”), so that Bitfury Top HoldCo’s aggregate subscription under the private placement is 6,000,000 shares of Common Stock in Cipher Mining, for an aggregate of $60,000,000 (the “Amended Bitfury Private Placement”). The Additional Purchase Price is due 14 days after the closing of the Business

Combination.

Purchase commitments

On August 20, 2021 and on August 30, 2021, the Company and Bitmain Technologies Limited (“Bitmain”) entered into a

Non-Fixed

Price Sales and Purchase Agreement and a Supplemental Agreement to

Non-Fixed

Price Sales and Purchase Agreement, respectively, (together, the “Bitmain Agreement”) for the Company to purchase 27,000 Antminer S19j Pro (100 TH/s) miners, which will be delivered in nine batches on a monthly basis between January 2022 and September 2022. The purchase price under the Bitmain Agreement is $171,135,000 (the “Total Purchase Price”) with (i) 25% of the Total Purchase Price due paid within five days of execution of the Bitmain Agreement, (ii) 35% of the purchase price of each batch due five months prior to each delivery, and (iii) the remaining 40% of the purchase price of each batch due 15 days prior to each delivery. As of August 31, 2021, Company had paid total deposits of $49,656,000 for the miners.

On September 2, 2021, the Company entered into a Framework Agreement on Supply of Blockchain Servers with SuperAcme Technology (Hong Kong) Limited (the “SuperAcme Agreement”) to purchase 60,000 MicroBT M30S, M30S+ and M30S++ miners, which will be delivered in six batches on a monthly basis between July 2022 and year-end 2022. The expected final purchase price under the SuperAcme Agreement is approximately $222,400,800 with a deposit due 10 business days after the execution of the SuperAcme Agreement and advance payment due thereafter in advance of certain batches of supply being delivered and subject to additional floating price terms. Each batch of miners must be paid in full prior to delivery. As of September 3, 2021, the Company had paid deposits of $22,240,080 for the miners.

Change in fiscal year

Starting with the quarter ended September 30, 2021, the Company plans to assume Cipher Mining’s financial calendar with its third fiscal quarter ending September 30 and its fiscal year ending December 31. This change to the fiscal year end was approved by the Cipher Mining’s board of directors on September 22, 2021. This change to the fiscal year end was approved by Cipher Mining’s board of directors on September 23, 2021.

NOTE 14. SUBSEQUENT EVENTS

On October 11, 2021, the Company entered into an agreement with Bitfury Top HoldCo, made under and as a part of the Master Services and Supply Agreement between the Company and Bitfury Top HoldCo, dated as of

August 26, 2021, to purchase a total of between 28,000 to 56,000 mining rigs, which shall be delivered in seven batches on a monthly basis between June 2022 and December 2022. We agreed to pay a maximum price per machine and to make an advance payment of $10.0 million that was paid to Bitfury Top HoldCo on October 13, 2021 (the

“Pre-payment”)

following the execution of the agreement and advance payments thereafter for each monthly batch due in accordance with the terms of the agreement.

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

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

Mr. Page received a grant of 5,676,946 restricted stock units which are fully vested upon grant. In addition, Mr. Page received a grant of 7,096,183 restricted stock units, 2,838,473 of which are subject to service-based vesting (the “

Service-Based RSUs

”) and 4,257,710 of which are subject to performance-based vesting (the “

Performance-Based RSUs

”). The Service-Based RSUs vest in equal installments on each of January 1, 2022,
January 1, 2023, January 1, 2024 and January 1, 2025, subject to Mr. Page’s continuous service on the applicable vesting date; provided, that if Mr. Page’s employment is terminated by the Company without “cause,” by Mr. Page for “good reason” (as such terms are defined in Mr. Page’s employment agreement with the Company) or due to his death or permanent disability, all unvested Service-Based RSUs will vest in full. In addition, in the event of a “change in control” (as defined in the Incentive Award Plan), any unvested Service-Based RSUs will vest subject to Mr. Page’s
continuous service to the Company through such change in control.

One-third

of the Performance-Based RSUs will vest upon the Company achieving a market capitalization equal to or exceeding $5 billion, $7.5 billion and $10 billion, in each case over a

30-day

lookback period and subject to Mr. Page’s continuous service through the end of the applicable

30-day

period. In addition, if the $10 billion market capitalization milestone is achieved and Mr. Page remains in continuous service through such achievement, any then-unvested Service-Based RSUs will vest. In the event of a change in control and Mr. Page’s continuous service through such change in control, the per share price (plus the per share value of any other consideration) received by the Company’s stockholders in such change in control will be used to determine whether any of the market capitalization milestones are achieved (without regard to the

30-day

lookback period). Any Performance-Based RSUs that do not vest prior to Mr. Page’s termination of service or, if earlier,
in connection with a change in control will be forfeited for no consideration.

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

Cash and cash equivalents

Subsequent Event [Line Items]

Subsequent Events

Note 11 – Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up the date that the financial statements were issued. The Company identified one subsequent event on July 8, 2021 related to the issuance of the

S-4

amendment which covered an amendment to the Bitfury subscription agreement. On July 8, 2021, the Bitfury Subscription Agreement was amended and restated in its entirety to provide that the 25%

benefit-in-kind

discount under the MSSA (in consideration for Bitfury’s purchase of an aggregate of 5,000,000 shares of Good Works Common Stock at a purchase price of $10.00 per share) will instead be paid as a $50 million cash payment, which will be made at closing (as defined in the Merger Agreement) in form of cash and/or forgiveness of outstanding indebtedness owed by Cipher to Bitfury. Only July 15, 2021,

I-Bankers

agreed to loan Good Works Acquisition Corp $100,000 to fund its operating expenses. The loan is unsecured and

non-interest

bearing and matures on the earlier of December 31, 2021 or the date that the Business Combination is consummated.

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)

1 Months Ended

6 Months Ended

8 Months Ended

Jan. 31, 2021

Jul. 31, 2021

Jun. 30, 2021

Dec. 31, 2020

Sep. 30, 2021

Basis of Presentation

Basis of presentation

Basis of presentation and principles of consolidation

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

•

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

•

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

•

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

•

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

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

Emerging Growth Company

Emerging growth company

non-emerging

Use of Estimates

Use of estimates

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

Concentration of Credit Risk

Concentrations of credit risk

Fair Value of Financial Instruments

Financial instruments

Fair value of financial instruments

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

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

Deferred offering and deferred investment costs

Deferred offering costs

Deferred offering and deferred investment costs

Deferred investment costs consist of legal fees incurred through the balance sheet date that are directly related to the formation of a joint venture (see Note

for further discussion of the joint venture) and that will be capitalized as part of the Company’s total investment in the joint venture upon consummation of the joint venture agreement.

Deferred offering and deferred investment costs

Property and equipment

Property and equipment, net consisted of the following:


	July 31, 2021			January 31, 2021
Computer equipment	$	4,762		$	1,642
Less: accumulated depreciation		(668	)		(5	)

Property and equipment, net	$	4,094		$	1,637

Property and equipment

Property and equipment consists primarily of

construction-in-progress

Construction-in-progress

is not depreciated until the assets are placed into service.

Property and equipment, net consisted of the following:


	September 30, 2021			January 31, 2021
Computer equipment	$	23,761		$	1,642
Construction-in-progress		108,118			—
Less: accumulated depreciation		(1,427	)		(5	)

Property and equipment, net	$	130,451		$	1,637

Impairment of long-lived assets

Revenue recognition

•

Step 1: Identify the contract with the customer

•

Step 2: Identify the performance obligations in the contract

•

Step 3: Determine the transaction price

•

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

•

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

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

•

Variable consideration

•

Constraining estimates of variable consideration

•

The existence of a significant financing component in the contract

•

Noncash consideration

•

Consideration payable to a customer

Digital Asset Mining Services

Mining Pools

contra-revenue),

Revenue recognition

•

Step 1: Identify the contract with the customer

•

Step 2: Identify the performance obligations in the contract

•

Step 3: Determine the transaction price

•

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

•

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

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

•

Variable consideration

•

Constraining estimates of variable consideration

•

The existence of a significant financing component in the contract

•

Noncash consideration

•

Consideration payable to a customer

Digital asset mining services

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

Mining pools

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

606-10-32-25.

for additional information about the Company’s power arrangements.

Revenue recognition

•

Step 1: Identify the contract with the customer

•

Step 2: Identify the performance obligations in the contract

•

Step 3: Determine the transaction price

•

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

•

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

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

•

Variable consideration

•

Constraining estimates of variable consideration

•

The existence of a significant financing component in the contract

•

Noncash consideration

•

Consideration payable to a customer

Digital asset mining services

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

Mining pools

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

606-10-32-25.

Cryptocurrencies

non-cash

Cryptocurrencies

non-cash

Income Taxes

Income taxes

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

Net loss per share

Recent Accounting Pronouncements

Recent accounting pronouncements issued but not yet adopted

In February 2016, the FASB issued Accounting Standards Update

(“ASU”) 2016-02, “Leases

corresponding right-of-use assets.

It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest

ASU 2020-05 issued

by the FASB, the entities who have not yet issued or made available for issuance their financial statements as of June 3, 2020 can defer the new

a right-of-use asset

and a corresponding lease liability in accordance with Topic 842 for each lease component.

Recent accounting pronouncements issued but not yet adopted

In February 2016, the FASB issued Accounting Standards Update (“ASU”)

2016-02,

“Leases (Topic 842)” which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new

guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding

right-of-use

assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU

2020-05

right-of-use

asset and a corresponding lease liability in accordance with Topic 842 for each lease component.

In May 2021, the FASB issued ASU

2021-04,

Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic

470-50),

Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40).

2021-04

is not expected to have a material impact on the Company’s financial statements or disclosures.

Fair Value of Digital Currencies

Comparability of Prior Year Financial Data, Policy [Policy Text Block]

Change in fiscal year

Unaudited Interim Condensed Consolidated Financial Statements [Policy Text Block]

Unaudited interim condensed consolidated financial statements

The unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the instructions to Form

10-Q

and Article 10 of Regulation

S-X.

Change in fiscal year

Cash and cash equivalents

Concentrations of credit risk

Fair value of financial instruments

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

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

Common Stock Warrants [Policy Text Block]

Common stock warrants

The Company is capitalized as a single class of common stock, accordingly, a qualifying cash tender offer of more than 50% of the Common Stock will always result in a

change-in-control,

and in accordance with ASC

815-40-55-3,

this would not preclude permanent equity classification of the Public Warrants; therefore, the Public Warrants are equity classified.

The Private Placement Warrants are accounted for as a liability under ASC

815-40,

Cash and cash equivalents

Basis of Presentation

Basis of Presentation (Restated)

The accompanying financial statements are presente

10-K

as filed with the SEC on February 17, 2021, the Company’s amended annual report on Form

10-K/A

as filed with the SEC on May 7, 2021, the Company’s second amended annual report on Form

10-K/A

as filed with the SEC on June 14, 2021, and the Company’s third amended annual report on Form

10-K/A

as filed with the SEC on January

, 2022, as well as the Company’s Current Reports on Form

8-K,

10-Q/A

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 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 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.

Emerging Growth Company

non-emerging growth

Use of Estimates

Cash and Cash Equivalents

Investment Held in Trust Account

Investment held in Trust Account consist of United States Treasury securities with a maturity of 180 days or less. 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

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

Fair Value Measurements (Restated)

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 consolidated balance sheet as of June 30, 2021 and the balance sheet as of December 31, 2020. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of June 30, 2021 and December 31, 2020 due to the short maturities of such instruments.


	Fair Value Measured as of June 30, 2021
	Level 1		Level 2		Level 3		Total
Assets:
U.S. Money Market held in Trust Account	$	170,032,591	$	—	$	—	$	170,032,591

	$	170,032,591	$	—	$	—	$	170,032,591


	Fair Value Measured as of June 30, 2021
	Level 1		Level 2		Level 3		Total
Liabilities:
Private stock warrant liabilities	$	—	$	—	$	199,402	$	199,402

	$	—	$	—	$	199,402	$	199,402


	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	$	—	$	—	$	123,070	$	123,070

	$	—	$	—	$	123,070	$	123,070

The Private Warrants are accounted for as liabilities pursuant to ASC

815-40

and are measured at fair value as of each reporting period. Changes in the fair value of the Private Warrants are recorded in the statement of operations each period.


	As of December 31, 2020			As of June 30 2021
Exercise price	$	11.50		$	11.50
Stock price		9.95			9.95
Volatility		18.40	%		23.8	%
Probability of completing a business combination		88.30	%		90	%
Term		5.42			5.17
Risk-free rate		0.42	%		0.90	%
Dividend yield		0.00	%		0.00	%

The following table presents a summary of the changes in the fair value of the Private Warrants, a Level 3 liability, measured on a recurring basis.


Warrant liabilities at January 1, 2021	$	123,070
Change in fair value of warrant liabilities		110,872

Warrant liabilities at March 31, 2021	$	233,942
Change in fair value of warrant liabilities		(34,540	)

Warrant liabilities at June 30, 2021	$	199,402

The

non-cash

loss on revaluation of the Private Warrants is included in change in warrant liability on the statement of operations.

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

% 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 th

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 June 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

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

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

Derivative warrant liabilities

re-assessed

at the end of each reporting period.

re-measurement

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

Common Stock Subject to Possible Redemption

Distinguishing Liabilities from Equity

Common Stock Subject to Possible Redemption

paid-in

capital.

Deferred offering and deferred investment costs

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.

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

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 September 30, 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.

The provision for income taxes was deemed to be immaterial for the six month period ended June 30, 2021 and for the period from June 24, 2020 (inception) to December 31, 2020.

Income Taxes

Net loss per share

Net Loss Per Common Share (Restated)

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 three and six months ended June 30, 2021. 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 Three Months						For the Six Months
	ended June 30, 2021						ended June 30, 2021
	Redeemable			Non-redeemable			Redeemable			Non-redeemable
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(825,915	)	$	(217,556	)	$	(1,629,700	)	$	(429,282	)
Denominator:
Basic and diluted weighted average shares outstanding		17,000,000			4,478,000			17,000,000			4,478,000

Basic and diluted net loss per share	$	(0.05	)	$	(0.05	)	$	(0.10	)	$	(0.10	)

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.

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) - GOOD WORKS ACQUISITION CORP. [Member]

6 Months Ended

Jun. 30, 2021

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

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 consolidated balance sheet as of June 30, 2021 and the balance sheet as of December 31, 2020. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of June 30, 2021 and December 31, 2020 due to the short maturities of such instruments.


	Fair Value Measured as of June 30, 2021
	Level 1		Level 2		Level 3		Total
Assets:
U.S. Money Market held in Trust Account	$	170,032,591	$	—	$	—	$	170,032,591

	$	170,032,591	$	—	$	—	$	170,032,591


	Fair Value Measured as of June 30, 2021
	Level 1		Level 2		Level 3		Total
Liabilities:
Private stock warrant liabilities	$	—	$	—	$	199,402	$	199,402

	$	—	$	—	$	199,402	$	199,402


	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	$	—	$	—	$	123,070	$	123,070

	$	—	$	—	$	123,070	$	123,070


	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


	As of December 31, 2020			As of June 30 2021
Exercise price	$	11.50		$	11.50
Stock price		9.95			9.95
Volatility		18.40	%		23.8	%
Probability of completing a business combination		88.30	%		90	%
Term		5.42			5.17
Risk-free rate		0.42	%		0.90	%
Dividend yield		0.00	%		0.00	%


	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

The following table presents a summary of the changes in the fair value of the Private Warrants, a Level 3 liability, measured on a recurring basis.


Warrant liabilities at January 1, 2021	$	123,070
Change in fair value of warrant liabilities		110,872

Warrant liabilities at March 31, 2021	$	233,942
Change in fair value of warrant liabilities		(34,540	)

Warrant liabilities at June 30, 2021	$	199,402


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 Three Months						For the Six Months
	ended June 30, 2021						ended June 30, 2021
	Redeemable			Non-redeemable			Redeemable			Non-redeemable
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(825,915	)	$	(217,556	)	$	(1,629,700	)	$	(429,282	)
Denominator:
Basic and diluted weighted average shares outstanding		17,000,000			4,478,000			17,000,000			4,478,000

Basic and diluted net loss per share	$	(0.05	)	$	(0.05	)	$	(0.10	)	$	(0.10	)

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	)

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.

Summary of Property Plant And Equipment Abstract

Summary of Significant Accounting Policies (Tables)

6 Months Ended

8 Months Ended

Jul. 31, 2021

Jun. 30, 2021

Dec. 31, 2020

Sep. 30, 2021

Property and equipment, net consisted of the following:


	July 31, 2021			January 31, 2021
Computer equipment	$	4,762		$	1,642
Less: accumulated depreciation		(668	)		(5	)

Property and equipment, net	$	4,094		$	1,637

Property and equipment, net consisted of the following:


	September 30, 2021			January 31, 2021
Computer equipment	$	23,761		$	1,642
Construction-in-progress		108,118			—
Less: accumulated depreciation		(1,427	)		(5	)

Property and equipment, net	$	130,451		$	1,637

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

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 consolidated balance sheet as of June 30, 2021 and the balance sheet as of December 31, 2020. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of June 30, 2021 and December 31, 2020 due to the short maturities of such instruments.


	Fair Value Measured as of June 30, 2021
	Level 1		Level 2		Level 3		Total
Assets:
U.S. Money Market held in Trust Account	$	170,032,591	$	—	$	—	$	170,032,591

	$	170,032,591	$	—	$	—	$	170,032,591


	Fair Value Measured as of June 30, 2021
	Level 1		Level 2		Level 3		Total
Liabilities:
Private stock warrant liabilities	$	—	$	—	$	199,402	$	199,402

	$	—	$	—	$	199,402	$	199,402


	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	$	—	$	—	$	123,070	$	123,070

	$	—	$	—	$	123,070	$	123,070


	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


	As of December 31, 2020			As of June 30 2021
Exercise price	$	11.50		$	11.50
Stock price		9.95			9.95
Volatility		18.40	%		23.8	%
Probability of completing a business combination		88.30	%		90	%
Term		5.42			5.17
Risk-free rate		0.42	%		0.90	%
Dividend yield		0.00	%		0.00	%


	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 changes in the fair value of the private placement Warrants, a Level 3 liability, measured on a recurring basis

The following table presents a summary of the changes in the fair value of the Private Warrants, a Level 3 liability, measured on a recurring basis.


Warrant liabilities at January 1, 2021	$	123,070
Change in fair value of warrant liabilities		110,872

Warrant liabilities at March 31, 2021	$	233,942
Change in fair value of warrant liabilities		(34,540	)

Warrant liabilities at June 30, 2021	$	199,402


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 net income 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 Three Months						For the Six Months
	ended June 30, 2021						ended June 30, 2021
	Redeemable			Non-redeemable			Redeemable			Non-redeemable
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(825,915	)	$	(217,556	)	$	(1,629,700	)	$	(429,282	)
Denominator:
Basic and diluted weighted average shares outstanding		17,000,000			4,478,000			17,000,000			4,478,000

Basic and diluted net loss per share	$	(0.05	)	$	(0.05	)	$	(0.10	)	$	(0.10	)

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	)

Schedule of Reconciliation of Elements of Business Combination

Business Combination (Tables)

8 Months Ended

Sep. 30, 2021

Business Combinations [Abstract]


	Recapitalization
Cash – GWAC trust and cash, net of redemptions	$	43,197,478
Cash – PIPE Financing		322,350,000
Cash, subscription receivable and/or debt forgiveness –Bitfury Private Placement		60,000,000
Add: Non-cash net assets assumed from GWAC		433,186
Less: Subscription receivable – Bitfury Private Placement		(1,690,351	)
Less: Fair value of private warrants		(261,060	)
Less: Transaction costs and advisory fees allocated to equity		(40,965,106	)

Net Business Combination		383,064,147
Less: Non-cash net assets assumed from GWAC		(433,186	)
Less: Transaction costs and advisory fees allocated to warrants		(102,432	)
Add: Fair value of private warrants		261,060
Add: Accrued transaction costs and advisor fees		1,063,416

Net cash contributions from Business Combination	$	383,853,005

Schedule of Common Stock Issued Following the Consummation of Business Combination

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


Common stock of GWAC, net of redemptions			4,345,619
GWAC founder shares			3,572,500
GWAC private placement shares			228,000
Shares issued in PIPE Financing			32,235,000
Shares issued in the Bitfury Private Placement			6,000,000

Business Combination, PIPE Financing and Bitfury Private Placement shares – Common Stock			46,381,119
Cipher common shares issued in Business Combination (1)			200,000,000

Shares outstanding			246,381,119

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

Fair Value Measurements (Tables)

8 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Summary of Financial Assets And Liabilities Measurement on Recurring Basis

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


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

	$	101,000,775	$	—	$	—	$	101,000,775

Liabilities included in:
Warrant liability	$	—	$	—	$	271,320	$	271,320

	$	—	$	—	$	271,320	$	271,320

Summary of Assumptions Utilized in Valuations of Private Placement Warrants

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


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

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

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


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

Balance, end of period	$	271,320	$	271,320

Deposits (Tables)

6 Months Ended

Jul. 31, 2021

Deposits Disclosure [Abstract]

Schedule of deposits consisted

Deposits consisted of the following:


	July 31, 2021
Luminant Purchase and Sale Agreement collateral (see Note 6)	$	3,063,020
Deposits on equipment		264,316
Other deposits		41,250

Total deposits	$	3,368,586

Related Party Transactions (Tables)

6 Months Ended

Jul. 31, 2021

Summary of details of advances made under the loan agreement

Details of advances made under the loan agreement through July 31, 2021 are below:


Date of advance	Maturity date	Amount
February 8, 2021	February 7, 2022	$	100,000
April 6, 2021	April 5, 2022		200,000
April 22, 2021	April 21, 2022		600,000
June 2, 2021	June 1, 2022		52,871
June 10, 2021	June 9, 2022		750,000
June 24, 2021	June 23, 2022		56,400
June 29, 2021	June 28, 2022		2,650,000
July 6, 2021	July 5, 2022		101,045
July 29, 2021	July 28, 2022		300,000
July 30, 2021	July 29, 2022		54,000

		$4,864,316

Restatement of Financial Statements (Tables) - GOOD WORKS ACQUISITION CORP [Member]

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

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

The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above.


	As Previously Reported			Adjustment			As Restated
Balance - December 31, 2020 (Restated)	$	5,000,010		$	(3,651,391	)	$	1,348,619
Net loss (Restated)		(1,015,510	)		(1	)		(1,015,511	)
Change in value of common stock subject to possible redemption (Restated)		(3,651,392	)		3,651,392			—
Balance as of March 31, 2021	$	333,108		$	—		$	333,108
Net loss (Restated)		(1,043,471	)		—			(1,043,471	)
Balance as of June 30, 2021	$	(710,363	)	$	—		$	(710,363	)


	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 January 1, 2021 through June 30, 2021
	As Previously Reported		Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Change in value of common stock subject to possible redemption (restated)	$	3,651,391	$	(3,651,391	)	$	—


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

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the three and six months ended June 30, 2021:


	Earnings Per Share for Common Stock
	As Previously Reported(1)			Adjustment			As Restated
For the Three Months Ended June 30, 2021
Net loss	$	(1,043,472	)	$	1		$	(1,043,471	)
Basic and Diluted weighted-average redeemable common shares outstanding		17,000,000			—			17,000,000
Basic and Diluted net loss per redeemable common share	$	(0.00	)	$	(0.05	)	$	(0.05	)
Basic and Diluted weighted-average non-redeemable common shares outstanding		4,478,000			—			4,478,000
Basic and Diluted net loss per non-redeemable common shares	$	(0.23	)	$	0.18		$	(0.05	)


	Earnings Per Share for Common Stock
	As Previously Reported(1)			Adjustment			As Restated
For the Six Months Ended June 30, 2021
Net loss	$	(2,058,982	)	$	—		$	(2,058,982	)
Basic and Diluted weighted-average redeemable common shares outstanding		16,818,439			181,561			17,000,000
Basic and Diluted net loss per redeemable common share	$	(0.00	)	$	(0.10	)	$	(0.10	)
Basic and Diluted weighted-average non-redeemable common shares outstanding		4,659,492			(181,492	)		4,478,000
Basic and Diluted net loss per non-redeemable common shares	$	(0.44	)	$	0.34		$	(0.10	)

(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 net losses by the weighted average shares of redeemable and

non-redeemable

common stock outstanding for the respective period.


	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

Jun. 30, 2021

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, 2021
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


	Carrying Value/Amortized Cost		Gross Unrealized Gains		T-Bill Maturity			Gross Unrealized Losses			Fair Value as of June 30, 2021
U.S. Money Market	$	203	$	2,908	$	170,074,000		$	(44,520	)	$	170,032,591
U.S. Treasury Securities		170,064,795		9,205	$	(170,074,000	)		—			—

	$	170,064,998	$	12,113	$	0		$	(44,520	)	$	170,032,591


	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

GOOD WORKS ACQUISITION CORP [Member]

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 reconciliation of federal income tax rate

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	—	%

Schedule of deferred tax assets

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	$	—

Schedule of income tax provision

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	$	—

Net Loss Per Share (Tables)

8 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

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


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

		8,614,000

Security Deposits (Tables)

8 Months Ended

Sep. 30, 2021

Deposit Assets Disclosure [Abstract]

Schedule of Security deposits consisted

Security deposits consisted of the following:


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

Total security deposits	$	9,381,172

Deposit on Equipment (Tables)

8 Months Ended

Sep. 30, 2021

Disclosure Deposits On Equipment [Abstract]

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

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


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

Total		$399,495,151	$74,345,864

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

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) - GOOD WORKS ACQUISITION CORP. [Member]	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) - GOOD WORKS ACQUISITION CORP. [Member] - $ / shares	6 Months Ended
	Dec. 31, 2020	Jun. 30, 2021
Exercise price (in Dollars per share)	$ 11.50
Stock price (in Dollars per share)	$ 9.95	$ 12.00
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%	60.00%
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) - GOOD WORKS ACQUISITION CORP [Member]	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) - USD ($)	1 Months Ended	3 Months Ended				6 Months Ended				8 Months Ended
	Jan. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Jul. 31, 2021	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Sep. 30, 2021
Numerator:
Allocation of net loss	$ (3,480)	$ (2,421,183)				$ (817,104)				$ (3,081,952)
Denominator:
Basic and diluted weighted average shares outstanding		217,644,991				436				206,708,013
Basic and diluted net loss per share		$ (0.01)				$ (1,874.09)				$ (0.01)
GOOD WORKS ACQUISITION CORP. [Member]
Numerator:
Allocation of net loss			$ (1,043,471)	$ (1,015,511)	$ (2,000)		$ (2,058,982)	$ (107,031)	$ (2,000)
GOOD WORKS ACQUISITION CORP. [Member] \| Redeemable Common Stock [Member]
Numerator:
Allocation of net loss								$ (66,969)
Denominator:
Basic and diluted weighted average shares outstanding								6,711,864
Basic and diluted net loss per share								$ (0.01)
GOOD WORKS ACQUISITION CORP. [Member] \| Non Redeemable Common Stock [Member]
Numerator:
Allocation of net loss								$ (40,062)
Denominator:
Basic and diluted weighted average shares outstanding								4,015,186
Basic and diluted net loss per share								$ (0.01)

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

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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	Jun. 30, 2021	Dec. 31, 2020	Sep. 30, 2021	Jul. 31, 2021	Jan. 31, 2021
Description of Organization Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Details [Line Items]
Cash							$ 655,172	$ 0
Common stock, issued and outstanding, excluding shares subject to possible redemption (in Shares)						246,381,119	500	0
GOOD WORKS ACQUISITION CORP. [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	$ 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	$ 100,000
Net intangible assets				$ 5,000,001	$ 5,000,001
Percentage of redeem public shares				100.00%	100.00%
Public per share (in Dollars per share)				50.00%	10.00%
Cash					$ 1,276,364
Expected dividend yield, percentage					0.00%
Federal depository insurance coverage				$ 250,000	$ 250,000
Common stock, issued and outstanding, excluding shares subject to possible redemption (in Shares)				4,478,000	4,478,000
Gross proceeds from overallotment (in Dollars)					$ 20,000,000
Common stock subject to possible redemption				17,000,000	17,000,000
Number of common stock into which the class of warrant or right to be converted					7,614,000
GOOD WORKS ACQUISITION CORP. [Member] \| 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] \| GOOD WORKS ACQUISITION CORP. [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] \| GOOD WORKS ACQUISITION CORP. [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
Expected dividend yield, percentage				0.00%	0.00%
Number of over-allotment units sold (in Shares)			228,000
Public warrants issued (in Shares)					114,000
Over-Allotment Option [Member] \| GOOD WORKS ACQUISITION CORP. [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	$ 20,000,000	$ 15,000,000
Number of over-allotment units sold (in Shares)				2,250,000	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] \| GOOD WORKS ACQUISITION CORP. [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] \| GOOD WORKS ACQUISITION CORP. [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

Description of Organization (Details) - USD ($)								1 Months Ended		6 Months Ended			8 Months Ended
Description of Organization (Details) - USD ($)	Aug. 27, 2021	Mar. 04, 2021	Nov. 17, 2020	Nov. 17, 2020	Oct. 26, 2020	Oct. 26, 2020	Oct. 22, 2020	Nov. 17, 2020	Aug. 31, 2020	Jul. 31, 2021	Jun. 30, 2021	Dec. 31, 2020	Sep. 30, 2021	Jan. 31, 2021	Jan. 07, 2021	Jan. 06, 2021	Jun. 30, 2020	Jun. 23, 2020	Dec. 31, 2019
Description of Organization and Business Operations (Details) [Line Items]
Stock Repurchased and Retired During Period, Shares (in Shares)									1,355,000
Price per share (in Dollars per share)	$ 10.00
Cash										$ 655,172			$ 282,276,578	$ 0		$ 0
Working capital										7,174,026				$ 177,000
Common stock shares subscribed but unissued														500	500
Common stock value subscriptions															$ 5
Cash										655,172				$ 0
Proceeds from Issuance of Common Stock										$ 5			$ 5
GOOD WORKS ACQUISITION CORP. [Member]
Description of Organization and Business Operations (Details) [Line Items]
Unit price (in Dollars per share)												$ 10.00
Generating additional gross proceeds				$ 20,000,000								$ 20,000,000
Stock Repurchased and Retired During Period, Shares (in Shares)									1,355,000
Fair market value, percentage											80.00%
Public per share, percentage											50.00%	10.00%
Trust account expenses of the liquidation											$ 100,000	$ 100,000
Net intangible assets											$ 5,000,001	$ 5,000,001
Percentage of redeem public shares											100.00%	100.00%
Merger agreement, description											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).
Price per share (in Dollars per share)											$ 10.00	$ 12.00
Gross proceeds											$ 375,000,000
Cash											127,722	$ 1,276,364					$ 25,000	$ 0	$ 0
Working capital											$ 543,552
Cash												1,276,364
Proceeds from Issuance of Common Stock												$ 25,000
Description of 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.
Business combination, description											The obligation of Cipher to consummate the Business Combination is also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of Good Works and Merger Sub being true and correct to the standards applicable to such representations and warranties and each of the covenants of Good Works having been performed or complied with in all material respects, (ii) the aggregate cash proceeds from Good Works trust account, together with the proceeds from the PIPE Financing (as defined below), equaling no less than $400,000,000 (after deducting any amounts paid to Good Works stockholders that exercise their redemption rights in connection with the Business Combination and net of unpaid transaction expenses incurred or subject to reimbursement by Good Works), (iii) Good Works total outstanding Indebtedness (as defined in the Merger Agreement) shall be less than twenty-five million dollars ($25,000,000.00), and (iv) the approval by Nasdaq of Good Works listing application in connection with the Business Combination.
Merger Agreement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Proceeds from redeemption of GWAC trust account		$ 43,465,038
Subsequent Event [Member]
Description of Organization and Business Operations (Details) [Line Items]
Proceeds from Issuance of Common Stock	$ 385,600,000
Payments of Stock Issuance Costs	40,200,000
IPO [Member] \| GOOD WORKS ACQUISITION CORP. [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units sold							15,000,000
Unit price (in Dollars per share)							$ 10.00
Generating additional gross proceeds							$ 150,000,000
Additional number of shares purchased (in Shares)				500,000
Price per share (in Dollars per share)							$ 10.00
Private Placement [Member] \| GOOD WORKS ACQUISITION CORP. [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units sold							228,000
Unit price (in Dollars per share)							$ 10.00
Generating additional gross proceeds							$ 2,228,000
Merger agreement, 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 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.
Aggregate of shares (in Shares)											37,500,000
Price per share (in Dollars per share)											$ 10.00
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Stock Repurchased and Retired During Period, Shares (in Shares)								62,500
Over-Allotment Option [Member] \| GOOD WORKS ACQUISITION CORP. [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units sold											2,250,000	2,250,000
Unit price (in Dollars per share)											$ 10.00	$ 10.00
Generating additional gross proceeds				$ 20,000,000		$ 15,000,000
Additional number of shares purchased (in Shares)				500,000		1,500,000
Generating additional gross proceeds			$ 5,000,000		$ 15,000,000
Stock Repurchased and Retired During Period, Shares (in Shares)								62,500
PIPE Investments [Member] \| Merger Agreement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares subscribed but unissued		37,500,000
Common stock value subscriptions		$ 375,000,000
I-B Good Works LLC [Member] \| Over-Allotment Option [Member] \| GOOD WORKS ACQUISITION CORP. [Member]
Description of Organization and Business Operations (Details) [Line Items]
Stock Repurchased and Retired During Period, Shares (in Shares)			62,500
Bitfury Top HoldCo [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares subscribed but unissued															500
Common stock value subscriptions															$ 5
Bitfury Top HoldCo [Member] \| Subsequent Event [Member]
Description of Organization and Business Operations (Details) [Line Items]
Additional shares issued during period value	$ 10,000,000

Organization And Business - Additional information (Details) - USD ($)	8 Months Ended
	Sep. 30, 2021	Aug. 27, 2021
Proceeds From Business Combination Net Of Issuance Costs Paid	$ 383,853,005
Bitfury Top Hold Co [Member]
Noncontrolling Interest, Ownership Percentage by Parent		83.40%
Proceeds From Business Combination Net Of Issuance Costs Paid	$ 383,900,000

Summary of Significant Accounting Policies (Details) - Summary of Property Plant And Equipment - USD ($)	Sep. 30, 2021	Jul. 31, 2021	Jan. 31, 2021
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross		$ 4,762	$ 1,642
Less: accumulated depreciation	$ (1,427)	(668)	(5)
Property and equipment, net	130,451	$ 4,094	1,637
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	23,761		1,642
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 108,118		$ 0

Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended		8 Months Ended
	Jan. 31, 2021	Jun. 30, 2021	Jul. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Unrecognized tax benefits	$ 0		$ 0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	0		$ 0
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount			0		8,614,000
Payment to acquire computer equipment	1,642
Depreciation	5		$ 664		$ 1,423
Cash Equivalents, at Carrying Value	$ 0		$ 0		$ 101,000,000.0
Estimated useful lives	3 years		3 years
Common Stock [Member]
Cash tender offer minimum percentage					50.00%
Computer Equipment [Member]
Estimated useful lives					3 years
GOOD WORKS ACQUISITION CORP. [Member]
Reclassed stockholders equity to temporary equity				$ 3,000,000
Federal depository insurance coverage		$ 250,000		$ 250,000		$ 250,000
Private warrants issued (in Shares)				114,000
Common stock subject to possible redemption (in Shares)		17,000,000		17,000,000		17,000,000
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		7,614,000		7,614,000

Summary of Significant Accounting Policies (Details) - Schedule of fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses - GOOD WORKS ACQUISITION CORP. [Member] - USD ($)	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Assets:
U.S. Money Market held in Trust Account	$ 170,032,591	$ 203
U.S. Treasury Securities held in Trust Account		170,027,139
Total assets	170,032,591	170,027,342
Liabilities:
Private stock warrant liabilities	199,402	123,070
Total liabilities	199,402	123,070
Level 1 [Member]
Assets:
U.S. Money Market held in Trust Account	170,032,591	203
U.S. Treasury Securities held in Trust Account		170,027,139
Total assets	170,032,591	170,027,342
Liabilities:
Private stock warrant liabilities
Total liabilities
Level 2 [Member]
Assets:
U.S. Money Market held in Trust Account
U.S. Treasury Securities held in Trust Account
Total assets
Liabilities:
Private stock warrant liabilities
Total liabilities
Level 3 [Member]
Assets:
U.S. Money Market held in Trust Account
U.S. Treasury Securities held in Trust Account
Total assets
Liabilities:
Private stock warrant liabilities	199,402	123,070
Total liabilities	$ 199,402	$ 123,070

Summary of Significant Accounting Policies (Details) - Schedule of estimated fair value of the private warrants - $ / shares	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Sep. 30, 2021	Oct. 22, 2020
Summary of Significant Accounting Policies (Details) - Schedule of estimated fair value of public warrants was determined using public trading price and private placement warrants was determined using a Black Scholes valuation model using Level 3 inputs
Exercise price (in Dollars per share)			$ 11.50
GOOD WORKS ACQUISITION CORP. [Member]
Summary of Significant Accounting Policies (Details) - Schedule of estimated fair value of public warrants was determined using public trading price and private placement warrants was determined using a Black Scholes valuation model using Level 3 inputs
Stock price (in Dollars per share)	$ 12.00	$ 9.95
Volatility		18.40%
Term		5 years
Risk-free rate		0.42%
Dividend yield		0.00%
GOOD WORKS ACQUISITION CORP. [Member] \| Private Placement Warrants
Summary of Significant Accounting Policies (Details) - Schedule of estimated fair value of public warrants was determined using public trading price and private placement warrants was determined using a Black Scholes valuation model using Level 3 inputs
Exercise price (in Dollars per share)	11.50	$ 11.50		$ 11.50
Stock price (in Dollars per share)	$ 9.95	$ 9.95
Volatility	23.80%	18.40%
Probability of completing a business combination	90.00%	88.30%
Term	5 years 2 months 1 day	5 years 5 months 1 day
Risk-free rate	0.90%	0.42%
Dividend yield	0.00%	0.00%

Summary of Significant Accounting Policies (Details) - Schedule of changes in fair value of the private warrants - GOOD WORKS ACQUISITION CORP. [Member] - USD ($)	3 Months Ended
	Jun. 30, 2021	Mar. 31, 2021
Summary of Significant Accounting Policies (Details) - Schedule of changes in the fair value of the private placement Warrants, a Level 3 liability, measured on a recurring basis [Line Items]
Warrant liabilities at beginning	$ 233,942	$ 123,070
Change in fair value of warrant liabilities	(34,540)	110,872
Warrant liabilities at ending	$ 199,402	$ 233,942

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share - USD ($)	1 Months Ended	3 Months Ended				6 Months Ended				8 Months Ended
	Jan. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Jul. 31, 2021	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Sep. 30, 2021
Numerator Net loss Minus Amount Allocable To Redeemable Common Stock And Change In Fair Value [Abstract]
Allocation of net loss	$ (3,480)	$ (2,421,183)				$ (817,104)				$ (3,081,952)
Denominator Weighted Average Common Stock Subject To Possible Redemption [Abstract]
Basic and diluted weighted average shares outstanding		217,644,991				436				206,708,013
Basic and diluted net loss per share, common stock subject to possible redemption (in Dollars per share)		$ (0.01)				$ (1,874.09)				$ (0.01)
GOOD WORKS ACQUISITION CORP. [Member]
Numerator Net loss Minus Amount Allocable To Redeemable Common Stock And Change In Fair Value [Abstract]
Allocation of net loss			$ (1,043,471)	$ (1,015,511)	$ (2,000)		$ (2,058,982)	$ (107,031)	$ (2,000)
GOOD WORKS ACQUISITION CORP. [Member] \| Redeemable Common Stock [Member]
Numerator Net loss Minus Amount Allocable To Redeemable Common Stock And Change In Fair Value [Abstract]
Allocation of net loss			$ (825,915)				$ (1,629,700)
Denominator Weighted Average Common Stock Subject To Possible Redemption [Abstract]
Basic and diluted weighted average shares outstanding			17,000,000				17,000,000
Basic and diluted net loss per share, common stock subject to possible redemption (in Dollars per share)			$ (0.05)				$ (0.10)
GOOD WORKS ACQUISITION CORP. [Member] \| Non Redeemable Common Stock [Member]
Numerator Net loss Minus Amount Allocable To Redeemable Common Stock And Change In Fair Value [Abstract]
Allocation of net loss			$ (217,556)				$ (429,282)
Denominator Weighted Average Common Stock Subject To Possible Redemption [Abstract]
Basic and diluted weighted average shares outstanding			4,478,000				4,478,000
Basic and diluted net loss per share, common stock subject to possible redemption (in Dollars per share)			$ (0.05)				$ (0.10)

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

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

Business Combination - Additional Information (Details) - USD ($)		1 Months Ended	6 Months Ended	8 Months Ended
	Aug. 27, 2021	Jan. 31, 2021	Jul. 31, 2021	Sep. 30, 2021
Business Acquisition [Line Items]
Common stock, par value		$ 0.001	$ 0.001	$ 0.001
Shares authorized				510,000,000
Share par value				0.001
Common stock, shares authorized		200,000,000	5,000	500,000,000
Preferred stock, shares authorized				10,000,000
Common stock voting rights		one vote	one vote	one vote
Shares issued, price per share	$ 10.00
Subscriptions receivable		$ 5		$ 1,690,351
Common stock, shares issued		0	500	246,381,119
Common stock, shares outstanding	246,381,119		500	246,381,119
GWAC
Business Acquisition [Line Items]
Fixed exchange ratio (in shares)	200,000,000
Shares authorized	510,000,000
Share par value	0.001
Common stock, shares authorized	500,000,000
Preferred stock, shares authorized	10,000,000
Common stock voting rights	Common Stock is entitled to one vote
Common Stock Shares Held	8,146,119
GWAC \| Common Stock [Member]
Business Acquisition [Line Items]
Fixed exchange ratio (in shares)	400,000
Common stock, par value	$ 0.001
PIPE Investors
Business Acquisition [Line Items]
Aggregate of shares (in Shares)	32,235,000
Shares issued, price per share	$ 10.00
Gross proceeds	$ 322,400,000
Common Stock Shares Held	32,235,000
Bitfury Top HoldCo
Business Acquisition [Line Items]
Aggregate of shares (in Shares)	6,000,000
Shares issued, price per share	$ 10.00
Subscriptions receivable				$ 1,700,000
Gross proceeds	$ 60,000,000.0
Common stock, shares issued	200,000,000
Common stock, shares outstanding	200,000,000
Bitfury Top HoldCo \| Bitfury Private Placement
Business Acquisition [Line Items]
Common stock, shares issued	6,000,000

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

Business Combination - Schedule of Common Stock Issued Following the Consummation of Business Combination (Details) - shares		3 Months Ended	8 Months Ended
	Aug. 27, 2021	Sep. 30, 2021	Sep. 30, 2021	Jul. 31, 2021
Business Acquisition [Line Items]
Common stock, shares outstanding	246,381,119	246,381,119	246,381,119	500
Common Stock [Member]
Business Acquisition [Line Items]
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock		46,381,119	46,381,119
GWAC
Business Acquisition [Line Items]
Common stock, net of redemptions	4,345,619
Cipher common shares issued in Business Combination	200,000,000
GWAC \| Founder Shares [Member]
Business Acquisition [Line Items]
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock	3,572,500
GWAC \| Private Placement [Member]
Business Acquisition [Line Items]
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock	228,000
GWAC \| Private Placement [Member] \| Bitfury Top Hold Company [Member]
Business Acquisition [Line Items]
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock	6,000,000
GWAC \| PIPE Financing [Member]
Business Acquisition [Line Items]
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock	32,235,000
GWAC \| Common Stock [Member]
Business Acquisition [Line Items]
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock	46,381,119
Cipher common shares issued in Business Combination	400,000

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

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

Fair Value Measurements - Summary of Assumptions Utilized in Valuations of Private Placement Warrants (Details) - Warrant [Member]	Sep. 30, 2021	Aug. 26, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Term	4 years 10 months 28 days	5 years
Risk-free Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private placement warrants, Measurement input	0.0095	0.0084
Dividend Yield Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private placement warrants, Measurement input	0.0000	0.0000
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private placement warrants, Measurement input	0.290	0.216
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private placement warrants, Measurement input	11.50	11.50

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

Restatement of Financial Statements (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
GOOD WORKS ACQUISITION CORP [Member]
Net tangible asset threshold for redeeming Public Shares	$ 5,000,001	$ 5,000,001

Restatement of Financial Statements (Details) - Schedule of balance sheet - USD ($)	Sep. 30, 2021	Jul. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Jan. 31, 2021	Dec. 31, 2020	Jun. 23, 2020
Balance Sheet
Total assets	$ 381,657,134	$ 7,025,555			$ 173,087
Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Equity
Total liabilities	1,678,414	7,846,134			176,567
Stockholders' Equity:
Preferred stock	0				0
Common stock	246,381	1			200,000
Additional paid-in captial	384,508,122	4			(199,995)
Accumulated deficit	(3,085,432)	(820,584)			(3,480)
Total stockholders' equity	379,978,720	(820,579)	$ (664,244)		(3,480)
Total Liabilities and Stockholders' Equity	$ 381,657,134	$ 7,025,555			173,087
GOOD WORKS ACQUISITION CORP. [Member]
Balance Sheet
Total assets			170,407,906			$ 171,601,077
Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Equity
Total liabilities			1,118,269			252,458
Stockholders' Equity:
Preferred stock
Common stock			4,478			4,478
Additional paid-in captial			1,451,172			1,451,172
Accumulated deficit			(2,166,013)			(107,031)
Total stockholders' equity			(710,363)	$ 333,108		1,348,619
Total Liabilities and Stockholders' Equity			170,407,906			171,601,077
As Previously Reported
Stockholders' Equity:
Common stock					1
Additional paid-in captial					$ 4
As Previously Reported \| GOOD WORKS ACQUISITION CORP. [Member]
Balance Sheet
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						0
Common stock						4,843
Additional paid-in captial						5,102,198
Accumulated deficit						(107,031)
Total stockholders' equity			(710,363)	333,108		5,000,010	0
Total Liabilities and Stockholders' Equity						171,601,077
Adjustment \| GOOD WORKS ACQUISITION CORP. [Member]
Balance Sheet
Total assets						0
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						0
Common stock						(365)
Additional paid-in captial						(3,651,026)
Accumulated deficit						0
Total stockholders' equity			0	0		(3,651,391)	0
Total Liabilities and Stockholders' Equity						0
As Restated \| GOOD WORKS ACQUISITION CORP. [Member]
Balance Sheet
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						0
Common stock						4,478
Additional paid-in captial						1,451,172
Accumulated deficit						(107,031)
Total stockholders' equity			$ (710,363)	$ 333,108		1,348,619	$ 0
Total Liabilities and Stockholders' Equity						$ 171,601,077

Restatement of Financial Statements (Details) - Schedule of stockholders' equity - USD ($)	1 Months Ended	3 Months Ended				6 Months Ended				8 Months Ended
	Jan. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Jul. 31, 2021	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Sep. 30, 2021
Impact Of Restatement On Stockholders Equity [Line Items]
Balance		$ (664,244)				$ (3,480)				$ (3,480)
Maximum number of redeemable shares (Restated)
Net loss (Restated)	(3,480)	(2,421,183)				(817,104)				(3,081,952)
Balance	$ (3,480)	379,978,720	$ (664,244)			$ (820,579)	$ (664,244)			$ 379,978,720
GOOD WORKS ACQUISITION CORP [Member]
Impact Of Restatement On Stockholders Equity [Line Items]
Balance		(710,363)	333,108	$ 1,348,619			1,348,619
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								2,280,000
Forfeiture of 62,500 by initial stockholders
Maximum number of redeemable shares (Restated)								(870,122)
Net loss (Restated)			(1,043,471)	(1,015,511)	$ (2,000)		(2,058,982)	(107,031)	$ (2,000)
Balance			(710,363)	333,108			(710,363)	1,348,619
As Previously Reported \| GOOD WORKS ACQUISITION CORP [Member]
Impact Of Restatement On Stockholders Equity [Line Items]
Balance		(710,363)	333,108	5,000,010			5,000,010	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								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)			(1,043,471)	(1,015,510)				(107,031)
Change in value of common stock subject to possible redemption (Restated)				(3,651,392)
Balance			(710,363)	333,108			(710,363)	5,000,010
Adjustment \| GOOD WORKS ACQUISITION CORP [Member]
Impact Of Restatement On Stockholders Equity [Line Items]
Balance		0	0	(3,651,391)			(3,651,391)	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								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	(1)				0
Change in value of common stock subject to possible redemption (Restated)				3,651,392
Balance			0	0			0	(3,651,391)
As Restated \| GOOD WORKS ACQUISITION CORP [Member]
Impact Of Restatement On Stockholders Equity [Line Items]
Balance		$ (710,363)	333,108	1,348,619			1,348,619	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								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)			(1,043,471)	(1,015,511)				(107,031)
Change in value of common stock subject to possible redemption (Restated)				0
Balance			$ (710,363)	$ 333,108			$ (710,363)	$ 1,348,619

Restatement of Financial Statements (Details) - Schedule of stockholders' equity (Parenthetical) - GOOD WORKS ACQUISITION CORP [Member] - shares		6 Months Ended
	Oct. 22, 2020	Jun. 30, 2021	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	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 (Detail) - GOOD WORKS ACQUISITION CORP. [Member] - USD ($)	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
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)	$ 3,651,391	(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)	(3,651,391)	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	$ 0

Restatement of Financial Statements (Details) - Schedule of statement of operations - GOOD WORKS ACQUISITION CORP. [Member] - USD ($)

3 Months Ended

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

As Previously Reported

Other (expense) income:

Net loss

$ (1,043,472)

^[1]

$ (2,058,982)

^[1]

$ (107,031)

^[2]

17,000,000

^[1]

16,818,439

^[1]

16,723,356

^[2]

Basic and Diluted net loss per redeemable common share

$ 0.00

^[1]

$ 0.00

^[1]

$ 0.00

^[2]

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

4,478,000

^[1]

4,659,492

^[1]

4,483,216

^[2]

Basic and Diluted net loss per non-redeemable common shares

$ (0.23)

^[1]

$ (0.44)

^[1]

$ (0.02)

^[2]

Restatement Adjustment

Other (expense) income:

Net loss

$ 1

$ 0

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

181,561

(10,011,492)

Basic and Diluted net loss per redeemable common share

$ (0.05)

$ (0.10)

$ (0.01)

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

(181,492)

(468,030)

Basic and Diluted net loss per non-redeemable common shares

$ 0.18

$ 0.34

$ 0.01

As Restated [Member]

Other (expense) income:

Net loss

$ (1,043,471)

$ (2,058,982)

$ (107,031)

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

17,000,000

6,711,864

Basic and Diluted net loss per redeemable common share

$ (0.05)

$ (0.10)

$ (0.01)

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

4,478,000

4,015,186

Basic and Diluted net loss per non-redeemable common shares

$ (0.05)

$ (0.10)

$ (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 net losses by the weighted average shares of redeemable and non-redeemable common stock outstanding for the respective period.
[2]	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 (Details) - USD ($)				6 Months Ended
Initial Public Offering (Details) - USD ($)	Nov. 17, 2020	Oct. 26, 2020	Oct. 22, 2020	Jun. 30, 2021	Dec. 31, 2020	Aug. 27, 2021
Initial Public Offering (Details) [Line Items]
Price per share (in Dollars per share)						$ 10.00
GOOD WORKS ACQUISITION CORP. [Member]
Initial Public Offering (Details) [Line Items]
Price per share (in Dollars per share)				$ 10.00	$ 12.00
Gross proceeds from issuance (in Dollars)	$ 20,000,000				$ 20,000,000
Proceeds from sale of units (in Dollars)					$ 2,280,000
Sale of stock price per unit (in Dollars per share)					$ 10.00
GOOD WORKS ACQUISITION CORP. [Member] \| 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
GOOD WORKS ACQUISITION CORP. [Member] \| Warrant [Member]
Initial Public Offering (Details) [Line Items]
Price per share (in Dollars per share)				$ 11.50	$ 11.50
GOOD WORKS ACQUISITION CORP. [Member] \| Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of units sale				2,250,000	2,250,000
Additional number of shares purchased	500,000	1,500,000
Gross proceeds from issuance (in Dollars)	$ 20,000,000	$ 15,000,000
Proceeds from sale of units (in Dollars)				$ 170,000,000
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	Jun. 30, 2021	Dec. 31, 2020	Sep. 30, 2021
Private Placement (Details) [Line Items]
Private Unit price per unit				$ 11.50
GOOD WORKS ACQUISITION CORP. [Member]
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”).	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 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.
Private Placement [Member] \| GOOD WORKS ACQUISITION CORP. [Member]
Private Placement (Details) [Line Items]
Number of units sold	228,000
Private Unit price per unit	$ 11.50	$ 11.50	$ 11.50
Aggregate purchase price	$ 2,280,000
Unit price	$ 10.00

Deposits (Details) - USD ($)	Sep. 30, 2021	Jul. 31, 2021
Deposits Disclosure [Abstract]
Luminant Purchase and Sale Agreement collateral		$ 3,063,020
Deposits on equipment		264,316
Other deposits	$ 41,250	41,250
Total deposits		$ 3,368,586

Related Party Transactions (Details) - USD ($)						1 Months Ended							6 Months Ended		8 Months Ended
Related Party Transactions (Details) - USD ($)	Aug. 27, 2021	Aug. 26, 2021	Feb. 08, 2021	Jan. 07, 2021	Oct. 22, 2020	Aug. 31, 2021	Aug. 25, 2021	Feb. 28, 2021	Nov. 17, 2020	Oct. 31, 2020	Aug. 31, 2020	Jul. 31, 2020	Jun. 30, 2021	Dec. 31, 2020	Sep. 30, 2021	Jul. 31, 2021	Jan. 31, 2021	Jun. 30, 2020
Related Party Transactions (Details) [Line Items]
Number of shares cancelled											1,355,000
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).
Common stock shares subscribed but unissued				500													500
Common stock value subscriptions				$ 5
Accounts Payable, Related Parties, Current																$ 47,475
Outstanding loan balance repaid															$ 7,038,038
Subscriptions receivable															1,690,351		$ 5
Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Reclassification of account payable Related party debt to related party loan payable						$ 47,475
Subsequent Event [Member] \| Loan Agreement [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument face amount			$ 900,000
Related party debt interest rate			0.30%
Related party maturity date			Feb. 08, 2022
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Number of shares cancelled									62,500
Anchor Investors [Member]
Related Party Transactions (Details) [Line Items]
Number of shares cancelled											1,355,000
Value of shares forfeited (in Dollars)											$ 7,855
Bitfury Top HoldCo [Member]
Related Party Transactions (Details) [Line Items]
Common stock shares subscribed but unissued				500
Common stock value subscriptions				$ 5
Common stock, shares subscribed				200,000,000
Subscriptions receivable															$ 1,700,000
Bitfury Top HoldCo [Member] \| Loan Agreement [Member]
Related Party Transactions (Details) [Line Items]
Reclassification of account payable Related party debt to related party loan payable		$ 47,475
Debt Instrument face amount			$ 100,000
Due to Related Parties, Current		$ 7,000,000.0														4,864,316
Related party debt interest rate		2.50%	0.30%												2.50%
Related Party Debt Accrued Interest															$ 26,823	$ 1,961
Related party maturity date		Aug. 31, 2021
Outstanding loan balance repaid	$ 7,000,000.0
Bitfury Top HoldCo [Member] \| Subsequent Event [Member] \| Loan Agreement [Member]
Related Party Transactions (Details) [Line Items]
Reclassification of account payable Related party debt to related party loan payable							$ 47,475
Due to Related Parties, Current		$ 7,038,038					7,038,038
Related party debt interest rate		2.50%
Payments made By related party on behalf of entity							$ 2,173,722
Related party maturity date		Aug. 31, 2021
Bitfury Top HoldCo [Member] \| Private Placement [Member] \| Loan Agreement [Member]
Related Party Transactions (Details) [Line Items]
Consideration Received on Transaction	$ 60,000,000.0
GOOD WORKS ACQUISITION CORP. [Member]
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)													$ 12.00	$ 9.95
Number of shares issued										562,500			750,000	750,000
Issued and outstanding shares, percentage										20.00%		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.	(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	$ 10,000
Principal amount (in Dollars)																		$ 432,500
Promissory note (in Dollars)					$ 135,000
Unit price (in Dollars per share)														$ 10.00
Consideration Received on Transaction													$ 375,000,000
GOOD WORKS ACQUISITION CORP. [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor purchased shares												4,312,500
Value of founder shares issued (in Dollars)												$ 25,000
Number of shares issued								750,000
GOOD WORKS ACQUISITION CORP. [Member] \| Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Sponsor purchased shares													2,250,000	2,250,000
Number of shares cancelled									62,500
Unit price (in Dollars per share)													$ 10.00	$ 10.00
GOOD WORKS ACQUISITION CORP. [Member] \| Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Sponsor purchased shares					228,000
Share price (in Dollars per share)													$ 9.95	$ 9.95
Unit price (in Dollars per share)					$ 10.00
GOOD WORKS ACQUISITION CORP. [Member] \| 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
GOOD WORKS ACQUISITION CORP. [Member] \| Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Number of shares issued										562,500
GOOD WORKS ACQUISITION CORP. [Member] \| 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

Related Party Transactions (Details) - Summary of details of advances made under the loan agreement - Loan Agreement [Member] - Bitfury Top HoldCo [Member] - USD ($)		6 Months Ended
	Aug. 26, 2021	Jul. 31, 2021
Related Party Transaction [Line Items]
Date of advance	Aug. 31, 2021
Amount	$ 7,000,000.0	$ 4,864,316
Tranche 1 [Member]
Related Party Transaction [Line Items]
Date of advance		Feb. 08, 2021
Maturity date		Feb. 07, 2022
Amount		$ 100,000
Tranche 2 [Member]
Related Party Transaction [Line Items]
Date of advance		Apr. 06, 2021
Maturity date		Apr. 05, 2022
Amount		$ 200,000
Tranche 3 [Member]
Related Party Transaction [Line Items]
Date of advance		Apr. 22, 2021
Maturity date		Apr. 21, 2022
Amount		$ 600,000
Tranche 4 [Member]
Related Party Transaction [Line Items]
Date of advance		Jun. 02, 2021
Maturity date		Jun. 01, 2022
Amount		$ 52,871
Tranche 5 [Member]
Related Party Transaction [Line Items]
Date of advance		Jun. 10, 2021
Maturity date		Jun. 09, 2022
Amount		$ 750,000
Tranche 6 [Member]
Related Party Transaction [Line Items]
Date of advance		Jun. 24, 2021
Maturity date		Jun. 23, 2022
Amount		$ 56,400
Tranche 7 [Member]
Related Party Transaction [Line Items]
Date of advance		Jun. 29, 2021
Maturity date		Jun. 28, 2022
Amount		$ 2,650,000
Tranche 8 [Member]
Related Party Transaction [Line Items]
Date of advance		Jul. 06, 2021
Maturity date		Jul. 05, 2022
Amount		$ 101,045
Tranche 9 [Member]
Related Party Transaction [Line Items]
Date of advance		Jul. 29, 2021
Maturity date		Jul. 28, 2022
Amount		$ 300,000
Tranche 10 [Member]
Related Party Transaction [Line Items]
Date of advance		Jul. 30, 2021
Maturity date		Jul. 29, 2022
Amount		$ 54,000

Investment Held in Trust Account (Details) - GOOD WORKS ACQUISITION CORP. [Member] - USD ($)	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
U.S. Money Market [Member]
Investment Held in Trust Account (Details) [Line Items]
Investment in trust account	$ 170,032,591	$ 203
U.S. Treasury Securities [Member]
Investment Held in Trust Account (Details) [Line Items]
Investment in trust account	$ 0	$ 170,027,139
Maturity date	Apr. 22, 2021	Apr. 22, 2021

Investment Held in Trust Account (Details) - Schedule of fair value of held to maturity securities - GOOD WORKS ACQUISITION CORP. [Member] - USD ($)	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Marketable Securities [Line Items]
Carrying Value/Amortized Cost		$ 170,027,342
Gross Unrealized Gains		4,916
Gross Unrealized losses	$ (44,520)	(148)
Fair Value	170,032,591	170,032,110
T-Bill Maturity	0
U.S. Money Market [Member]
Marketable Securities [Line Items]
Carrying Value/Amortized Cost	203	203
Gross Unrealized Gains
Gross Unrealized losses
Fair Value	170,032,591	203
T-Bill Maturity	170,074,000
U.S. Treasury Securities [Member]
Marketable Securities [Line Items]
Carrying Value/Amortized Cost	170,064,795	170,027,139
Gross Unrealized Gains	9,205	4,916
Gross Unrealized losses		(148)
Fair Value	0	$ 170,031,907
T-Bill Maturity	(170,074,000)
Level 1 [Member]
Marketable Securities [Line Items]
Carrying Value/Amortized Cost	170,064,998
Level 2 [Member]
Marketable Securities [Line Items]
Gross Unrealized Gains	$ 12,113

Commitments (Details) - GOOD WORKS ACQUISITION CORP. [Member] - USD ($)				6 Months Ended
	Nov. 17, 2020	Oct. 26, 2020	Oct. 22, 2020	Jun. 30, 2021	Dec. 31, 2020
Commitments (Details) [Line Items]
Unit price per unit					$ 10.00
Gross proceeds from issuance	$ 20,000,000				$ 20,000,000
Underwriting discount				$ 450,000
Additional amount equal percentage				120.00%
Deferred legal fee amount				$ 321,545
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
Cipher Mining Technologies Inc. [Member]
Commitments (Details) [Line Items]
Business combination description				The Company will pay I-Bankers Securities, Inc. a cash fee for such services upon the consummation of a Business Combination in an amount equal to 4.5% of the gross proceeds of Public Offering (exclusive of any applicable finders’ fees which might become payable).
Business combination charges incurred percentage				60.00%	88.30%
Underwriting Agreement [Member]
Commitments (Details) [Line Items]
Public offering to purchase shares				2,250,000
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
Unit price per unit				$ 10.00	$ 10.00
Gross proceeds from issuance	$ 20,000,000	$ 15,000,000
Gross proceeds from overallotment (in Dollars)	$ 5,000,000
Total overallotment, in Units				2,250,000	2,250,000
IPO [Member]
Commitments (Details) [Line Items]
Additional number of shares purchased	500,000
Unit price per unit			$ 10.00
Gross proceeds from issuance			$ 150,000,000
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%				4.50%

Stockholders' Equity (Deficit) (Details) - $ / shares			1 Months Ended	6 Months Ended			8 Months Ended
Stockholders' Equity (Deficit) (Details) - $ / shares	Aug. 27, 2021	Jan. 07, 2021	Jan. 31, 2021	Jul. 31, 2021	Jun. 30, 2021	Dec. 31, 2020	Sep. 30, 2021
Shares authorized							510,000,000
Common stock, par value (in Dollars per share)			$ 0.001	$ 0.001			$ 0.001
Preferred stock par value			$ 0.001				$ 0.001
Common stock, shares authorized			200,000,000	5,000			500,000,000
Preferred stock, shares authorized							10,000,000
Common stock, shares issued			0	500			246,381,119
Common stock, shares outstanding	246,381,119			500			246,381,119
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.
Sale price of common stock (in Dollars per share)	$ 10.00
Common stock, shares subscribed		500	500
Common stock voting rights			one vote	one vote			one vote
Conversion of stock, shares issued	200,000,000
GOOD WORKS ACQUISITION CORP. [Member]
Common stock, par value (in Dollars per share)					$ 0.001	$ 0.001
Preferred stock par value					$ 0.001	$ 0.001
Common stock, shares authorized					100,000,000	100,000,000
Preferred stock, shares authorized					1,000,000	1,000,000
Common stock, shares issued					4,478,000	4,478,000
Common stock, shares outstanding					4,478,000	4,478,000
Common shares subject to possible redemption					17,000,000	17,000,000
Warrant for redemption, description					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.
Price per share (in Dollars per share)					$ 12.00	$ 9.95
Sale price of common stock (in Dollars per share)					$ 10.00	$ 12.00
Cipher
Common stock, par value (in Dollars per share)			$ 0.001
Common stock, shares authorized			5,000
Common stock, shares subscribed			500
Shares converted	500	500

Common Stock Subject to Possible Redemption (Detail) - $ / shares	1 Months Ended	6 Months Ended		8 Months Ended
	Jan. 31, 2021	Jul. 31, 2021	Dec. 31, 2020	Sep. 30, 2021	Aug. 27, 2021	Jun. 30, 2021
Temporary Equity [Line Items]
Common stock, shares authorized	200,000,000	5,000		500,000,000
Common stock par value (in Dollars per share)	$ 0.001	$ 0.001		$ 0.001
Common Stock, Voting Rights	one vote	one vote		one vote
Common stock, shares outstanding		500		246,381,119	246,381,119
GOOD WORKS ACQUISITION CORP [Member]
Temporary Equity [Line Items]
Common stock, shares authorized			100,000,000			100,000,000
Common stock par value (in Dollars per share)			$ 0.001			$ 0.001
Common stock, shares outstanding			4,478,000			4,478,000
Common stock subject to possible redemption			17,000,000			17,000,000
Common Class A [Member] \| GOOD WORKS ACQUISITION CORP [Member]
Temporary Equity [Line Items]
Common stock, shares authorized			100,000,000
Common stock par value (in Dollars per share)			$ 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] \| GOOD WORKS ACQUISITION CORP [Member]
Temporary Equity [Line Items]
Common stock, shares outstanding			21,478,000

Common Stock Subject to Possible Redemption (Detail) - Summary of common stock subject to possible redemption - GOOD WORKS ACQUISITION CORP [Member] - USD ($)	6 Months Ended
	Dec. 31, 2020	Jun. 30, 2021
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering	$ 169,129,879
Less: Fair value of Public Warrants at issuance	(142,353)
Common stock subject to possible redemption	170,000,000	$ 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

Warrants (Details) - $ / shares		6 Months Ended		8 Months Ended
Warrants (Details) - $ / shares	Oct. 22, 2020	Jun. 30, 2021	Dec. 31, 2020	Sep. 30, 2021	Aug. 27, 2021
Number of common stock entitled to purchase				1
Exercise price of warrants				$ 11.50
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.
Private Placement Warrants
Warrant outstanding				114,000	114,000
Public Warrants
Warrant outstanding				8,500,000	8,500,000
Warrant expiration term					5 years
Redemption price				$ 0.01
Minimum period for written notice of redemption				30 days
Redemption closing price				$ 18.00
Consecutive trading days				20 days
Consecutive trading days after commencement				30 days
Warrant description				The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering
GOOD WORKS ACQUISITION CORP. [Member]
Description of warrant	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 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.
Public warrants, description		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.
Warrant expiration term			5 years
Warrant for redemption, description		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.
Public warrants expire		5 years
GOOD WORKS ACQUISITION CORP. [Member] \| Private Placement Warrants
Exercise price of warrants	$ 11.50	$ 11.50	$ 11.50
Warrant expiration term		5 years 2 months 1 day	5 years 5 months 1 day

Income Tax (Details) - GOOD WORKS ACQUISITION CORP. [Member]	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 - GOOD WORKS ACQUISITION CORP. [Member]	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 - GOOD WORKS ACQUISITION CORP. [Member]	6 Months Ended
	Dec. 31, 2020 USD ($)
Federal
Current
Deferred	(26,526)
State
Current
Deferred
Change in valuation allowance	26,526
Income tax provision

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