8-K
false 0001819989 0001819989 2022-11-14 2022-11-14 0001819989 cifr:CommonStockParValue.001PerShare2Member 2022-11-14 2022-11-14 0001819989 cifr:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtAnExercisePriceOf11.50PerWholeShare1Member 2022-11-14 2022-11-14

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2022

 

 

CIPHER MINING INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-39625   85-1614529

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1 Vanderbilt Avenue

Floor 54, Suite C

New York, New York

    10017
(Address of Principal Executive Offices)     (Zip Code)

Registrant’s Telephone Number, Including Area Code: (332) 262-2300

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $.001 per share   CIFR   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share   CIFRW   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act.  

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On November 14, 2022, Cipher Mining, Inc. (the “Company”) announced its results for the three and nine months ended September 30, 2022. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”).

 

Item 7.01

Regulation FD Disclosure.

On November 14, 2022, the Company posted a presentation to its website at https://investors.ciphermining.com (the “Presentation”). A copy of the Presentation is furnished as Exhibit 99.2 to this Report. The Company expects to use the Presentation, in whole or in part, and possibly with modifications, in connection with the earnings call with investors, analysts and others.

The information contained in the Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Presentation speaks only as of the date of this Report. The Company undertakes no duty or obligation to publicly update or revise the information contained in the Presentation, although it may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. In addition, the exhibit furnished herewith contains statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibit. By furnishing the information contained in the Presentation, the Company makes no admission as to the materiality of any information in the Presentation that is required to be disclosed solely by reason of Regulation FD.

The information in Items 2.02 and 7.01 of this Report (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits related to Item 2.02 and Item 7.01 shall be deemed to be furnished, and not filed:

 

Exhibit

Number

  

Description

99.1    Press Release of the Company, dated November 14, 2022
99.2    Presentation of the Company, dated November 14, 2022
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    Cipher Mining Inc.
Date: November 14, 2022     By:  

/s/ Tyler Page

      Tyler Page
      Chief Executive Officer

 

2

EX-99.1

Exhibit 99.1

Cipher Mining Provides Third Quarter 2022 Business Update

GAAP Diluted Net Income of $0.24 per Share (Non-GAAP Diluted Net Loss of $0.06 per Share)

Two Additional Data Centers Completed and Now Hashing

Odessa Data Center Expected to Begin Mining this Month

NEW YORK—November 14, 2022—Cipher Mining Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”), a U.S.-based bitcoin mining company, today announced results for its third quarter ending September 30, 2022, along with an update on its operations and deployment strategy.

“Against challenging market conditions, we are pleased to announce earnings that demonstrate our resilient position as a low-cost producer of bitcoin, while continuing to complete significant deployment milestones in the completion of our data centers,” said Tyler Page, CEO of Cipher. “We brought our Alborz data center up to full mining capacity, and shortly after quarter end, we completed our Bear and Chief data centers. We expect to bring the first 2.3 EH/s of hash rate online this month at our 207-megawatt facility at Odessa.”

Finance and Operations Updates

 

   

Cipher’s GAAP Diluted Net Income of $0.24 per share was driven primarily by third quarter valuation of Odessa power contract at ~$78.9 million.

 

   

Cipher’s initial data centers are on track and continue to reach major milestones:

 

   

Alborz: 40 MW wind-powered site with Cipher’s joint venture partner, now producing up to ~1.3 EH/s; and capable of mining up to ~4.5 bitcoin daily.

 

   

Bear and Chief: Completed in October with a total initial capacity of up to 20 MW, now producing up to ~0.6 EH/s; and capable of mining up to ~2.0 bitcoin daily.

 

   

Odessa: 207 MW site with infrastructure and rig installation complete for first ~2.3 EH/s expected to begin mining this month; mining rigs capable of producing an additional ~2.6 EH/s either shipped or scheduled to ship by year-end.

 

   

Across four initial data centers, Cipher remains on track to deploy up to ~7.0 EH/s by early 2023, with a highly efficient machine fleet, averaging ~31.5 J/TH, purchased at an average price of ~$31.52/TH/s.

 

   

The weighted average power price at the company’s sites currently under contract is approximately 2.7 c/kWh.

 

   

~196 bitcoin mined in the third quarter of 2022.

Business Update Call and Webcast

Cipher will host a conference call and webcast today at 8:00 a.m. Eastern Time to discuss the third quarter results for 2022 and management’s outlook for future financial and operational performance. The live webcast and a webcast replay of the conference call can be accessed from the investor relations page of Cipher’s website at https://investors.ciphermining.com. To access this conference call, dial (800) 715-9871 or (646) 307-1963 and use the conference ID 4350879.


About Cipher

Cipher is an emerging technology company focused on the development and operation of bitcoin mining data centers in the United States. Cipher is dedicated to expanding and strengthening the Bitcoin network’s critical infrastructure. Together with its diversely talented team and strategic partnerships, Cipher aims to be a market leader in bitcoin mining growth and innovation. To learn more about Cipher, please visit https://www.ciphermining.com/.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws of the U.S. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release or during the business update conference call that are not statements of historical fact, including statements about our beliefs and expectations regarding our performance, strategy, expansion plans, future operations, future operating results, projected costs, prospects, plans, and objectives of our management, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “forecast,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions (including the negative versions of such words or expressions).

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and its management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: volatility in the price of Cipher’s securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, variations in performance across competitors, changes in laws and regulations affecting Cipher’s business, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 4, 2022, the “Risk Factors” sections of our Quarterly Report on Form 10-Q filed with the SEC on May 10, 2022 and on August 9, 2022, and in Cipher’s subsequent filings with the SEC including Cipher’s Quarterly Report on Form 10-Q filed with the Securities


and Exchange Commission (“SEC”) on November 14, 2022. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Contacts:

Investor Contact:

Lori Barker

Blueshirt Group Investor Relations

cipher@blueshirtgroup.com

Media Contact:

Ryan Dicovitsky / Kendal Till

Dukas Linden Public Relations

CipherMining@DLPR.com


CIPHER MINING INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share and per share amounts)

 

     September 30,
2022
    December 31,
2021
 
     (unaudited)        

ASSETS

    

Current assets

    

Cash and cash equivalents

   $ 28,111     $ 209,841  

Receivables, related party

     731       —    

Prepaid expenses and other current assets

     8,276       13,819  

Cryptocurrencies

     2,263       —    

Derivative asset

     30,393       —    
  

 

 

   

 

 

 

Total current assets

     69,774       223,660  

Deposits on equipment

     200,033       114,857  

Property and equipment, net

     40,751       5,124  

Security deposits

     11,455       10,352  

Investment in equity investee

     31,690       —    

Right-of-use asset

     5,303       —    

Derivative asset

     48,487       —    

Deferred investment costs

     —         174  
  

 

 

   

 

 

 

Total assets

   $ 407,493     $ 354,167  
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities

    

Accounts payable

   $ 4,665     $ 242  

Accounts payable, related party

     3,216       —    

Operating lease liability, current portion

     1,002       —    

Accrued expenses

     10,726       257  
  

 

 

   

 

 

 

Total current liabilities

     19,609       499  

Operating lease liability, net of current portion

     4,762       —    

Warrant liability

     22       137  
  

 

 

   

 

 

 

Total liabilities

     24,393       636  
  

 

 

   

 

 

 

Commitments and contingencies

    

Stockholders’ equity

    

Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of September 30, 2022 and December 31, 2021

     —         —    

Common stock, $0.001 par value, 500,000,000 shares authorized, 251,043,649 and 252,131,679 shares issued as of September 30, 2022 and December 31, 2021, respectively, and 247,518,966 and 249,279,420 shares outstanding as of September 30, 2022 and December 31, 2021, respectively

     251       252  

Additional paid-in capital

     442,435       425,438  

Treasury stock, at par, 3,524,683 and 2,852,259 shares at September 30, 2022 and December 31, 2021, respectively

     (4     (3

Accumulated deficit

     (59,582     (72,156
  

 

 

   

 

 

 

Total stockholders’ equity

     383,100       353,531  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 407,493     $ 354,167  
  

 

 

   

 

 

 


CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for share and per share amounts)

(unaudited)

 

     Three Months Ended
September 30,
    Nine Months
Ended
    Eight Months
Ended
 
     2022     2021     September 30, 2022     September 30, 2021  

Costs and operating expenses (income)

        

General and administrative

   $ 17,755     $ 2,283     $ 51,849     $ 2,942  

Depreciation

     11       —         26       1  

Change in fair value of derivative asset

     (85,658     —         (85,658     —    

Realized gain on sale of cryptocurrencies

     (6     —         (6     —    

Impairment of cryptocurrencies

     320       —         859       —    

Equity in loss of equity investment

     8,345       —         20,577       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and operating expenses (income)

     (59,233     2,283       (12,353     2,943  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

     59,233       (2,283     12,353       (2,943

Other income (expense)

        

Interest income

     55       1       106       1  

Interest expense

     —         (26     —         (27

Change in fair value of warrant liability

     4       (113     115       (113
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other income (expense)

     59       (138     221       (139
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 59,292     $ (2,421   $ 12,574     $ (3,082
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per share - basic

   $ 0.24     $ (0.01   $ 0.05     $ (0.01

Net income (loss) per share - diluted

   $ 0.24     $ (0.01   $ 0.05     $ (0.01

Weighted average shares outstanding - basic

     247,508,745       217,644,991       248,461,373       206,708,013  

Weighted average shares outstanding - diluted

     248,342,200       217,644,991       248,782,665       206,708,013  


CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

(unaudited)

 

     Nine Months Ended     Eight Months Ended  
     September 30, 2022     September 30, 2021  

Cash flows from operating activities

    

Net income (loss)

   $ 12,574     $ (3,082

Adjustments to reconcile net income (loss) to net cash used in operating activities:

    

Depreciation

     26       1  

Amortization of right-of-use assets

     556       —    

Change in fair value of derivative asset

     (85,658     —    

Change in fair value of warrant liability

     (115     113  

Share-based compensation

     30,072       —    

Equity in loss of equity investment

     20,577       —    

Realized gain on sale of cryptocurrencies

     (6     —    

Impairment of cryptocurrencies

     859       —    

Changes in assets and liabilities:

    

Proceeds from power sales

     1,722       —    

Proceeds from reduction of scheduled power

     5,056       —    

Proceeds from sale of cryptocurrencies

     23       —    

Receivables, related party

     (731     —    

Prepaid expenses and other current assets

     5,412       (14,916

Security deposits

     (1,103     (9,381

Accounts payable

     400       87  

Accrued expenses

     1,408       78  

Lease liability

     37       —    
  

 

 

   

 

 

 

Net cash used in operating activities

     (8,891     (27,100
  

 

 

   

 

 

 

Cash flows from investing activities

    

Deposits on equipment

     (184,095     (74,346

Purchases of property and equipment

     (28,958     (130

Capital distributions from equity investee

     43,291       —    
  

 

 

   

 

 

 

Net cash used in investing activities

     (169,762     (74,476
  

 

 

   

 

 

 

Cash flows from financing activities

    

Repurchase of common shares to pay employee withholding taxes

     (3,077     —    

Business Combination, net of issuance costs paid

     —         383,853  

Proceeds from borrowings on related party loan

     —         7,038  

Repayments under related party loan

     —         (7,038
  

 

 

   

 

 

 

Net cash (used in) provided by financing activities

     (3,077     383,853  
  

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

     (181,730     282,277  

Cash and cash equivalents, beginning of the period

     209,841       —    
  

 

 

   

 

 

 

Cash and cash equivalents, end of the period

   $ 28,111     $ 282,277  
  

 

 

   

 

 

 

Supplemental disclosure of noncash investing and financing activities

    

Equity method investment acquired for non-cash consideration

   $ 93,208     $ —    

Common stock cancelled

   $ 10,000     $ —    

Right-of-use asset obtained in exchange for operating lease liability

   $ 5,859     $ —    

Investment in equity investee in accrued expenses

   $ 5,316     $ —    

Property and equipment purchases in accounts payable

   $ 3,971     $ —    

Deposits on equipment in accrued expenses

   $ 3,746     $ —    

Cryptocurrencies received from equity method investment

   $ 3,139     $ —    

Property and equipment purchases in accounts payable, related party

   $ 2,724     $ —    

Deposits on equipment in accounts payable, related party

   $ 492     $ —    

Reclassification of deferred investment costs to equity method investment

   $ 174     $ —    

Prepaid rent reclassified to lease liability

   $ 132     $ —    

Deposits on equipment in accounts payable

   $ 51     $ —    

Business Combination costs included in accrued expenses

   $ —       $ 1,024  

Net assets assumed from GWAC in the Business Combination

   $ —       $ 433  

Non-cash fair value of private warrants

   $ —       $ 261  

Deferred investment costs included in accrued expenses

   $ —       $ 174  

Business combination costs included in accounts payable

   $ —       $ 39  


Non-GAAP Financial Measures

The following is a reconciliation of our non-GAAP loss from operations, which excludes the impact of (i) depreciation of fixed assets, (ii) non-cash change in fair value of our derivative asset and (iii) stock compensation expense, to its most directly comparable GAAP measure for the periods indicated:

 

     Three Months Ended
September 30,
     Nine Months
Ended
     Eight Months
Ended
 
     2022      2021      September 30,
2022
     September 30,
2021
 

Reconciliation of non-GAAP loss from operations:

           

Operating income (loss)

   $ 59,233      $ (2,283    $ 12,353      $ (2,943

Depreciation

     11        —          26        1  

Change in fair value of derivative asset

     (83,936      —          (83,936      —    

Stock compensation expense

     10,494        —          30,072        —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-GAAP loss from operations

   $ (14,198    $ (2,283    $ (41,485    $ (2,942
  

 

 

    

 

 

    

 

 

    

 

 

 

The following are reconciliations of our non-GAAP net loss and non-GAAP basic and diluted net loss per share, in each case excluding the impact of (i) depreciation of fixed assets (ii) non-cash change in fair value of derivative asset, (iii) change in fair value of warrant liability and (iv) stock compensation expense, to the most directly comparable GAAP measures for the periods indicated:

 

     Three Months Ended
September 30,
     Nine Months
Ended
     Eight Months
Ended
 
     2022      2021      September 30,
2022
     September 30,
2021
 

Reconciliation of non-GAAP net loss:

           

Net income (loss)

   $ 59,292      $ (2,421    $ 12,574      $ (3,082

Non-cash adjustments to net income (loss):

           

Depreciation

     11        —          26        1  

Change in fair value of derivative asset

     (83,936      —          (83,936      —    

Change in fair value of warrant liability

     4        (113      115        (113

Stock compensation expense

     10,494        —          30,072        —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Total non-cash adjustments to net income (loss)

     (73,427      (113      (53,723      (112
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-GAAP net loss

   $ (14,135    $ (2,534    $ (41,149    $ (3,194
  

 

 

    

 

 

    

 

 

    

 

 

 

Reconciliation of non-GAAP basic and diluted net loss per share:

           

Basic and diluted net income (loss) per share

   $ 0.24      $ (0.01    $ 0.05      $ (0.01

Depreciation of fixed assets (per share)

     —          —          —          —    

Change in fair value of derivative asset (per share)

     (0.34      —          (0.34      —    

Change in fair value of warrant liability (per share)

     —          —          —          —    

Stock compensation expense (per share)

     0.04        —          0.12        —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-GAAP basic and diluted net loss per share

   $ (0.06    $ (0.01    $ (0.17    $ (0.01
  

 

 

    

 

 

    

 

 

    

 

 

 
EX-99.2

Exhibit 99.2

 

LOGO

November 14, 2022


LOGO

Safe Harbor • This presentation has been prepared by Cipher Mining Inc. and is made for informational purposes only. The information set forth herein does not purport to be complete or to contain all of the information you may desire. You must evaluate, and bear all risks associated with, the use of any information provided hereunder, including any reliance on the accuracy, completeness, safety or usefulness of such information. This information is not intended to be used as the primary basis of investment decisions. It should not be construed as advice designed to meet the particular investment needs of any investor. • Statements contained herein are made as of the date of this presentation unless stated otherwise, and this presentation shall not under any circumstances create an implication that the information contained herein is correct as of any time after such date or that information will be updated or revised to reflect information that subsequently becomes available or changes occurring after the date hereof. You should read the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2022, the risk factors contained therein, and the other documents that the Company has filed with the SEC for more information about the Company. You can obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov or on our website at https://investors.ciphermining.com/financial-information/sec-filings. • This presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this presentation that are not statements of historical fact, including statements about the Company’s beliefs and expectations regarding our performance, strategy, expansion plans, future operations, future operating results, projected costs, prospects, plans, and objectives of our management, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast,” “outlook,” “guidance” and other similar expressions. The Company bases these forward-looking statements on its current expectations, plans and assumptions that the Company has made in light of its experience in the industry, as well as its perceptions of historical trends, current conditions, expected future developments and other factors the Company believes are appropriate under the circumstances at such time. As you read and consider this presentation, you should understand that these statements are not guarantees of future performance or results. The forward-looking statements are subject to and involve risks, uncertainties and assumptions, and you should not place undue reliance on these forward-looking statements. Although the Company believes that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect the Company’s actual results or results of operations and could cause actual results to differ materially from those expressed in the forward- looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. All future written and oral forward-looking statements made in connection with this presentation attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by this paragraph. • The contents and appearance of this presentation is copyrighted and the trademarks and service marks are owned by Cipher Mining Inc. All rights reserved. 2


LOGO

Key Updates Highlights • Quarterly earnings of $0.24 per share validate Cipher’s resilient position as a low-cost producer Earnings • Odessa power contract valued at ~$78.9mm – Flexibility to mine bitcoin or resell power to market • Alborz – complete (~196 BTC mined in Q3; ~96 to Cipher) • Bear – complete (capable of mining up to ~0.90 BTC daily)(1,2) Data Centers • Chief – complete (capable of mining up to ~1.13 BTC daily)(1) Update • Odessa – Infrastructure and rig installation complete for first ~2.3 EH/s – Data center operations expected to commence in November 2022 – Additional rigs capable of producing ~2.6 EH/s shipped or scheduled to ship by year-end • ~$25mm of cash as of November 9, 2022 Strong • ~161 BTC on balance sheet on November 9, 2022 Liquidity Position • No burdensome debt overhang • No outstanding, unfunded mining rig purchase obligations Source: Cipher Mining management (1) As of completion in October 2022, assumes full up-time, network hash rate of 260 EH/s and 900 bitcoins mined per day 3 (2) Due to faulty transformer, Bear is currently operating at 8 MW of capacity


LOGO

Bitcoin Mining Business Model Power Source Mining Equipment Bitcoin Network Computing power Electricity Transaction fees Transaction processing Assignment of Electricity cost rewards Bitcoin reward Bitcoin Mining Dynamics • Data center revenue consists of a reward for the block mined and a transaction fee • Average block time is 10 minutes (time for Bitcoin system to mine a new block) • Block reward based on ratio of data center’s computing power to that of entire Bitcoin network • Current block reward amounts to 6.25 bitcoins per block(1) • Transaction fees are additional bitcoin paid to miners for confirming transactions Source: Cipher Mining management (1) The block reward is cut in half after every 210,000 blocks are mined (~every 4 years); the latest revision was in May 2020 4


LOGO

Low Cost Structure for Large Scale Mining Low-Cost Scale ~$31.52 average price Up to ~7.0 EH/s per TH/s, with ~31.5 J/TH expected self-mining average efficiency(1) capacity by early 2023(3) Equipment 5-year+ PPAs with Diversified structures average power price of to optimize for lowest ~2.7 c/kWh(2) operational costs Power 3 of 4 initial data Real-time power centers completed with pricing model expected total capacity of optimizes profitability Operations 267 MW in early 2023 Source: Cipher Mining management (1) Includes Bitmain and MicroBT contracts, net of contribution to joint ventures with WindHQ LLC 5 (2) Represents the expected weighted average power price across sites currently under contract (3) Of the ~7.0 EH/s, ~5.8 EH/s are fully paid for and delivered / to be delivered


LOGO

Market Update Market Timeline (1) Implications Bitcoin Price ($USD) $40,000 BTC Mining Distress 1 FTX reveals liquidity crunch $35,000 $18,540 Celsius files Chapter 11 November 8 $30,000 $20,224 July 13 2 Machine Prices Continue to Plummet $25,000 – Large transactions at <$20 per TH/s $20,000 $15,000 Compute North files Chapter 11 $19,409 3 Shifting Competitive Landscape $10,000 September 22 Public miners announce liquidity concerns – High energy prices and rising $5,000 $20,289(2) network hashrate squeezing October 27-31 competitors $0 1 Find low-risk cyclical opportunities 2 Focus on delivering data centers Source: Cipher Mining management (1) Represents average USD market price across major Bitcoin exchanges from July 1, 2022, to November 09, 2022, per Blockchain.com 6 (2) Reflects average USD market price across major Bitcoin exchanges on October 27, 2022, per Blockchain.com


LOGO

Alborz(1) Alborz Operational Highlights ~1.3 EH/s(1) ~196 ~$4,571 ~4.50 40 MW BTC Mined All-in Electricity Cost Daily BTC Mining in Q3 2022 per BTC(2) Capacity(3) Operating Capacity Source: Cipher Mining management (1) Joint venture with WindHQ LLC, of which Cipher owns approximately ~0.64 EH/s 7 (2) Includes taxes, customer charges, and 2021 storm surcharge (3) Assumes full up-time, network hash rate of 260 EH/s and 900 bitcoins mined per day


LOGO

Bear & Chief (1) Bear Operational Highlights Chief Operational Highlights ~0.3 EH/s(1) 90 ~0.3 EH/s(1) 1.13 ~0. ~ 10 MW Daily BTC Mining 10 MW Daily BTC Mining Capacity(2,3) Capacity(2) Operating Capacity Operating Capacity Source: Cipher Mining management (1) Joint venture with WindHQ LLC, of which Cipher owns approximately ~0.32 EH/s across both sites 8 (2) Assumes full up-time, network hash rate of 260 EH/s and 900 bitcoins mined per day (3) Due to faulty transformer, Bear is currently operating at 8 MW of capacity


LOGO

Significant Progress at Odessa Odessa Power Schedule October November December January February Odessa 35 MW 70 MW 105 MW 177 MW 207 MW Odessa Expected Hashrate Timeline Q4 2022E Q1 2023E Hashrate Deployed (EH/s) ~2.3 EH/s(1) ~2.6 EH/s ~4.8 EH/s Source: Cipher Mining management (1) Expected upon commencement of operations Note: ~44 MW of excess power & infrastructure capacity beyond current machines 9


LOGO

Cipher Mining Overview Key Statistics Liquidity Profile Anticipated Weighted Average • ~$25 million of cash as of November 9, 2022 ~$31.52 Cost for Mining Rigs ($/TH/s)(1) • ~161 BTC on balance sheet on November 9, 2022 Anticipated Weighted Average ~31.5 Mining Rig Efficiency (J/TH)(1) • No burdensome debt overhang ~2.7c Anticipated Weighted Average • No unfunded mining rig purchase obligations Power Price (c/kWh)(2) • $250mm at-the-market equity shelf in place and untapped <$500k Anticipated Infrastructure Capex Costs per MW ($)(3) Source: Cipher Mining management (1) Includes Bitmain and MicroBT contracts, net of contribution to joint ventures with WindHQ LLC 10 (2) Represents the expected weighted average power price across sites currently under contract (3) Preliminary estimate of non-miner infrastructure capex based on the current market environment (subject to change)


LOGO

Consolidated Balance Sheets September 30, December 31, 2022 2021 (unaudited) ASSETS Current assets Cash and cash equivalents $ 28,111 $ 209,841 Receivables, related party 731—Prepaid expenses and other current assets 8,276 13,819 Cryptocurrencies 2,263—Derivative asset 30,393—Total current assets 69,774 223,660 Deposits on equipment 200,033 114,857 Property and equipment, net 40,751 5,124 Security deposits 11,455 10,352 Investment in equity investee 31,690—Right-of-use asset 5,303—Derivative asset 48,487—Deferred investment costs—174 Total assets $ 407,493 $ 354,167 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 4,665 $ 242 Accounts payable, related party 3,216—Operating lease liability, current portion 1,002—Accrued expenses 10,726 257 Total current liabilities 19,609 499 Operating lease liability, net of current portion 4,762—Warrant liability 22 137 Total liabilities 24,393 636 Commitments and contingencies (Note 11) Stockholders’ equity Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of September 30, 2022 and December 31, 2021 — Common stock, $0.001 par value, 500,000,000 shares authorized, 251,043,649 and 252,131,679 shares issued as of September 30, 2022 and December 31, 2021, respectively, and 247,518,966 and 249,279,420 shares outstanding as of September 30, 2022 and December 31, 2021, respectively 251 252 Additional paid-in capital 442,435 425,438 Treasury stock, at par, 3,524,683 and 2,852,259 shares at September 30, 2022 and December 31, 2021, respectively (4) (3) Accumulated deficit (59,582) (72,156) Total stockholders’ equity 383,100 353,531 Total liabilities and stockholders’ equity $ 407,493 $ 354,167 Source: Cipher Mining management 11


LOGO

Consolidated Statement of Operations Nine Months Eight Months Three Months Ended September 30, Ended Ended 2022 2021 September 30, 2022 September 30, 2021 Costs and operating expenses (income) General and administrative $ 17,755 $ 2,283 $ 51,849 $ 2,942 Depreciation 11—26 1 Change in fair value of derivative asset (85,658)—(85,658)—Realized gain on sale of cryptocurrencies (6)—(6)—Impairment of cryptocurrencies 320—859—Equity in loss of equity investment 8,345—20,577—Total costs and operating expenses (income) (59,233) 2,283 (12,353) 2,943 Operating income (loss) 59,233 (2,283) 12,353 (2,943) Other income (expense) Interest income 55 1 106 1 Interest expense—(26)—(27) Change in fair value of warrant liability 4 (113) 115 (113) Total other income (expense) 59 (138) 221 (139) Net income (loss) $ 59,292 $ (2,421) $ 12,574 $ (3,082) Net income (loss) per share—basic $ 0.24 $ (0.01) $ 0.05 $ (0.01) Net income (loss) per share—diluted $ 0.24 $ (0.01) $ 0.05 $ (0.01) Weighted average shares outstanding—basic 247,508,745 217,644,991 248,461,373 206,708,013 Weighted average shares outstanding—diluted 248,342,200 217,644,991 248,782,665 206,708,013 Source: Cipher Mining management 12


LOGO

No GAAP Measures The following is a reconciliation of our non-GAAP loss The following are reconciliations of our non-GAAP net from operations, which excludes the impact of (i) loss and non-GAAP basic and diluted net loss per share, depreciation of fixed assets, (ii) non-cash change in fair in each case excluding the impact of (i) depreciation of value of our derivative asset and (iii) stock compensation fixed assets (ii) non-cash change in fair value of expense, to its most directly comparable GAAP measure derivative asset, (iii) change in fair value of warrant for the periods indicated: liability and (iv) stock compensation expense, to the most directly comparable GAAP measures for the periods indicated: Three Months Ended Nine Months Eight Months September 30, Ended Ended September 30, September 30, 2022 2021 2022 2021 Reconciliation of non-GAAP loss from Three Months Ended Nine Months Eight Months September 30, Ended Ended operations: Operating income (loss) $ 59,233 $ (2,283) $ 12,353 $ (2,943) September 30, September 30, Depreciation 11—26 1 2022 2021 2022 2021 Change in fair value of derivative asset (83,936)—(83,936)—Reconciliation of non-GAAP net loss: Stock compensation expense 10,494—30,072—Net income (loss) $ 59,292 $ (2,421) $ 12,574 $ (3,082) Non-GAAP loss from operations $ (14,198) $ (2,283) $ (41,485) $ (2,942) Non-cash adjustments to net income (loss): Depreciation 11—26 1 Change in fair value of derivative asset (83,936)—(83,936)—Change in fair value of warrant liability 4 (113) 115 (113) Stock compensation expense 10,494—30,072—Total non-cash adjustments to net income (loss) (73,427) (113) (53,723) (112) Non-GAAP net loss $ (14,135) $ (2,534) $ (41,149) $ (3,194) Reconciliation of non-GAAP basic and diluted net loss per share: Basic and diluted net income (loss) per share $ 0.24 $ (0.01) $ 0.05 $ (0.01) Depreciation of fixed assets (per share) — — Change in fair value of derivative asset (per share) (0.34)—(0.34)—Change in fair value of warrant liability (per share) — — Stock compensation expense (per share) 0.04—0.12—Non-GAAP basic and diluted net loss per share $ (0.06) $ (0.01) $ (0.17) $ (0.01) Source: Cipher Mining management 13


LOGO

Appendix


LOGO

Statements of Changes in Stockholders’ Equity (Deficit) Three Months Ended September 30, 2022 Total Common Stock Additional Treasury Stock Accumulated Stockholders’ Shares Amount Paid-in Capital Shares Amount Deficit Equity Balance as of June 30, 2022 251,001,072 $ 251 $ 431,966 (3,511,490) $ (4) $ (118,874) $ 313,339 Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement 42,577—(25) (13,193) — (25) Share-based compensation — 10,494 ——10,494 Net income — ——59,292 59,292 Balance as of September 30, 2022 251,043,649 $ 251 $ 442,435 (3,524,683) $ (4) $ (59,582) $ 383,100 Three Months Ended September 30, 2021 Total Common Stock Subscription Additional Accumulated Stockholders’ Paid-in Shares Amount Receivable Capital Deficit Equity (Deficit) Balance as of June 30, 2021 200,000,000 $ 200 $—$ (200) $ (664) $ (664) Business Combination, net of redemptions and equity issuance costs of $41.0 million 46,381,119 46 (1,690) 384,708—383,064 Net loss — — (2,421) (2,421) Balance as of September 30, 2021 246,381,119 $ 246 $ (1,690) $ 384,508 $ (3,085) $ 379,979 Source: Cipher Mining management 15


LOGO

Consolidated Statement of Cash Flows Nine Months Ended Eight Months Ended September 30, 2022 September 30, 2021 Cash flows from operating activities Net income (loss) $ 12,574 $ (3,082) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation 26 1 Amortization of right-of-use assets 556—Change in fair value of derivative asset (85,658)—Change in fair value of warrant liability (115) 113 Share-based compensation 30,072—Equity in loss of equity investment 20,577—Realized gain on sale of cryptocurrencies (6)—Impairment of cryptocurrencies 859—Changes in assets and liabilities: Proceeds from power sales 1,722—Proceeds from reduction of scheduled power 5,056—Proceeds from sale of cryptocurrencies 23—Receivables, related party (731)—Prepaid expenses and other current assets 5,412 (14,916) Security deposits (1,103) (9,381) Accounts payable 400 87 Accrued expenses 1,408 78 Lease liability 37—Net cash used in operating activities (8,891) (27,100) Cash flows from investing activities Deposits on equipment (184,095) (74,346) Purchases of property and equipment (28,958) (130) Capital distributions from equity investee 43,291—Net cash used in investing activities (169,762) (74,476) Cash flows from financing activities Repurchase of common shares to pay employee withholding taxes (3,077)—Business Combination, net of issuance costs paid—383,853 Proceeds from borrowings on related party loan—7,038 Repayments under related party loan—(7,038) Net cash (used in) provided by financing activities (3,077) 383,853 Net (decrease) increase in cash and cash equivalents (181,730) 282,277 Cash and cash equivalents, beginning of the period 209,841—Cash and cash equivalents, end of the period $ 28,111 $ 282,277 Supplemental disclosure of noncash investing and financing activities Equity method investment acquired for non-cash consideration $ 93,208 $—Common stock cancelled $ 10,000 $—Right-of-use asset obtained in exchange for operating lease liability $ 5,859 $—Investment in equity investee in accrued expenses $ 5,316 $—Property and equipment purchases in accounts payable $ 3,971 $—Deposits on equipment in accrued expenses $ 3,746 $—Cryptocurrencies received from equity method investment $ 3,139 $—Property and equipment purchases in accounts payable, related party $ 2,724 $—Deposits on equipment in accounts payable, related party $ 492 $—Reclassification of deferred investment costs to equity method investment $ 174 $—Prepaid rent reclassified to lease liability $ 132 $—Deposits on equipment in accounts payable $ 51 $—Business Combination costs included in accrued expenses $—$ 1,024 Net assets assumed from GWAC in the Business Combination $—$ 433 Non-cash fair value of private warrants $—$ 261 Deferred investment costs included in accrued expenses $—$ 174 Business combination costs included in accounts payable $—$ 39 Source: Cipher Mining management 16


LOGO

November 14, 2022