As filed with the Securities and Exchange Commission on March 7, 2022

Registration No. 333-262283

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-Effective Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Cipher Mining Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		7374		85-1614529
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification Number)

1 Vanderbilt Avenue, Floor 54, Suite C

New York, New York 10017

Tel.: (332) 262-2300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

William Iwaschuk

Chief Legal Officer

Cipher Mining Inc.

1 Vanderbilt Avenue, Floor 54, Suite C

New York, New York 10017

United States of America

Tel.: (332) 262-2300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

David Stewart

Ryan Maierson

Latham & Watkins LLP

99 Bishopsgate

London EC2M 3XF

United Kingdom

+44-20-7710-3098

 

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”) check the following box:  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ (333-262283)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

This Post-Effective Amendment No. 1 shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.

 

 

 

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-1 of Cipher Mining Inc. (File No. 333-262283), initially filed on January 21, 2022 and declared effective by the Securities and Exchange Commission on January 28, 2022 (the “Registration Statement”), is being filed as an exhibit-only filing solely to file the consent of Marcum LLP with respect to its report dated March 4, 2022 relating to the financial statements of Cipher Mining Inc. contained in its Annual Report on Form 10-K for the year ended December 31, 2021 and included in the Prospectus Supplement No. 1 dated March 7, 2022 filed pursuant to Rule 424(b)(3), filed herewith as Exhibit 23.1 (the “Consent”). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the Consent. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.

Part II-INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.

 

Exhibit No.		Description
23.1*		Consent of Marcum LLP (with respect to Cipher Mining Inc. consolidated financial statements).

 

*

Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this post-effective amendment to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on March 7, 2022.

 

Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the Registration Statement on Form S-1 has been signed by the following persons in the capacities held on the dates indicated.

 

Signature		Title		Date
/s/ Tyler Page Tyler Page		Director, Chief Executive Officer (Principal Executive Officer)		March 7, 2022
/s/ Edward Farrell Edward Farrell		Chief Financial Officer (Principal Accounting and Financial Officer)		March 7, 2022
* Caitlin Long		Director		March 7, 2022
* Holly Morrow Evans		Director		March 7, 2022
* Robert Dykes		Director		March 7, 2022
* James Newsome		Director		March 7, 2022
* Cary Grossman		Director		March 7, 2022
* Wesley Williams		Director		March 7, 2022

 

*By:		/s/ Tyler Page				March 7, 2022
		Tyler Page Attorney-in-fact

Exhibit 23.1

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the use in connection with the Registration Statement of Cipher Mining Inc. on Form S-1 File No. 333-262283 of our report dated March 4, 2022, with respect to our audits of the consolidated financial statements of Cipher Mining Inc. as of December 31, 2021 and January 31, 2021 and for the eleven months ended December 31, 2021 and the period from January 7, 2021 (inception) through January 31, 2021, which report is included in the Annual Report on Form 10-K of Cipher Mining Inc. for the year ended December 31, 2021.

/s/ Marcum LLP

San Francisco, CA

March 4, 2022