Cipher Mining Inc.

1 Vanderbilt Avenue, Floor 54, Suite C

New York, New York 10017

+1 (332) 262-2300

October 4, 2022


United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010



Cipher Mining Inc. (the “Company”)


Registration Statement on Form S-3 (File No. 333-267537)

Ladies and Gentlemen:

The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-captioned Registration Statement on Form S-3 to 4:05 P.M., Eastern Time, on October 6, 2022 or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time.

The Company requests that it be notified of such effectiveness by a telephone call to J. David Stewart of Latham & Watkins LLP at (405) 933-4988 and that such effectiveness also be confirmed in writing.


Very truly yours,
Cipher Mining Inc.
By:   /s/ Tyler Page
  Name: Tyler Page
  Title: Chief Executive Officer



(via email)

J. David Stewart, Latham & Watkins LLP