0000950170-22-024761 | 10-Q | XBRL Viewer

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Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2022	Nov. 11, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Document Transition Report	false
Entity File Number	001-396251
Entity Registrant Name	CIPHER MINING INC.
Entity Central Index Key	0001819989
Current Fiscal Year End Date	--12-31
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1614529
Entity Address, Address Line One	1 Vanderbilt Avenue, Floor 54
Entity Address, Address Line Two	Suite C
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	332
Local Phone Number	262-2300
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CIFR
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		247,518,966
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share
Trading Symbol	CIFRW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
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
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

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	251,043,649	252,131,679
Common stock, shares outstanding	247,518,966	249,279,420
Treasury stock, shares	3,524,683	2,852,259

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Costs and operating expenses (income)
General and administrative	$ 17,755	$ 2,283	$ 2,942	$ 51,849
Depreciation	11		1	26
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	2,943	(12,353)
Operating income (loss)	59,233	(2,283)	(2,943)	12,353
Other income (expense)
Interest income	55	1	1	106
Interest expense		(26)	(27)
Change in fair value of warrant liability	4	(113)	(113)	115
Total other income (expense)	59	(138)	(139)	221
Net income (loss)	$ 59,292	$ (2,421)	$ (3,082)	$ 12,574
Net income (loss) per share - basic	$ 0.24	$ (0.01)	$ (0.01)	$ 0.05
Net income (loss) per share - diluted	$ 0.24	$ (0.01)	$ (0.01)	$ 0.05
Weighted average shares outstanding - basic	247,508,745	217,644,991	206,708,013	248,461,373
Weighted average shares outstanding - diluted	248,342,200	217,644,991	206,708,013	248,782,665

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Subscription Receivable	Additional Paid-in Capital	Treasury Stock	Accumulated Deficit
Beginning balance at Jan. 31, 2021	$ (3)	$ 200		$ (200)		$ (3)
Beginning balance, Shares at Jan. 31, 2021		200,000,000
Business Combination, net of redemptions and equity issuance costs of $41.0 million	383,064	$ 46	$ (1,690)	384,708
Business Combination, net of redemptions and equity issuance costs of $41.0 million, Shares		46,381,119
Net income (loss)	(3,082)					(3,082)
Ending balance at Sep. 30, 2021	379,979	$ 246	(1,690)	384,508		(3,085)
Ending balance, Shares at Sep. 30, 2021		246,381,119
Beginning balance at Jun. 30, 2021	(664)	$ 200		(200)		(664)
Beginning balance, Shares at Jun. 30, 2021		200,000,000
Business Combination, net of redemptions and equity issuance costs of $41.0 million	383,064	$ 46	(1,690)	384,708
Business Combination, net of redemptions and equity issuance costs of $41.0 million, Shares		46,381,119
Net income (loss)	(2,421)					(2,421)
Ending balance at Sep. 30, 2021	379,979	$ 246	$ (1,690)	384,508		(3,085)
Ending balance, Shares at Sep. 30, 2021		246,381,119
Beginning balance at Dec. 31, 2021	353,531	$ 252		425,438	$ (3)	(72,156)
Beginning balance, Shares at Dec. 31, 2021		252,131,679			(2,852,259)
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	(3,077)	$ 2		(3,078)	$ (1)
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement, Shares		1,802,123			(672,424)
Warrants exercised, shares		20
Common stock cancelled	(10,000)	$ (3)		(9,997)
Common stock cancelled, Shares		(2,890,173)
Share-based compensation	30,072			30,072
Net income (loss)	12,574					12,574
Ending balance at Sep. 30, 2022	383,100	$ 251		442,435	$ (4)	(59,582)
Ending balance, Shares at Sep. 30, 2022		251,043,649			(3,524,683)
Beginning balance at Jun. 30, 2022	313,339	$ 251		431,966	$ (4)	(118,874)
Beginning balance, Shares at Jun. 30, 2022		251,001,072			(3,511,490)
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	(25)			(25)
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement, Shares		42,577			(13,193)
Share-based compensation	10,494			10,494
Net income (loss)	59,292					59,292
Ending balance at Sep. 30, 2022	$ 383,100	$ 251		$ 442,435	$ (4)	$ (59,582)
Ending balance, Shares at Sep. 30, 2022		251,043,649			(3,524,683)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) (Parentheticals) - USD ($) $ in Millions	3 Months Ended	8 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Statement of Stockholders' Equity [Abstract]
Equity issuance costs	$ 41.0	$ 41.0

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	8 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Cash flows from operating activities
Net income (loss)	$ (3,082)	$ 12,574
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation	1	26
Amortization of right-of-use assets		556
Change in fair value of derivative asset		(85,658)
Change in fair value of warrant liability	113	(115)
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	(14,916)	5,412
Security deposits	(9,381)	(1,103)
Accounts payable	87	400
Accrued expenses	78	1,408
Lease liability		37
Net cash used in operating activities	(27,100)	(8,891)
Cash flows from investing activities
Deposits on equipment	(74,346)	(184,095)
Purchases of property and equipment	(130)	(28,958)
Capital distributions from equity investee		43,291
Net cash used in investing activities	(74,476)	(169,762)
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	383,853	(3,077)
Net (decrease) increase in cash and cash equivalents	282,277	(181,730)
Cash and cash equivalents, beginning of the period		209,841
Cash and cash equivalents, end of the period	282,277	28,111
Supplemental disclosure of noncash investing and financing activities
Equity method investment acquired for non-cash consideration		93,208
Common stock cancelled		10,000
Deposits on equipment in accounts payable, related party		492
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
Reclassification of deferred investment costs to equity method investment		174
Deposits on equipment in accounts payable		51
Prepaid rent reclassified to lease liability		$ 132
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

Organization and Business

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [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 Mining Technologies”).

Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Cipher Mining Technologies, the separate corporate existence of Merger Sub ceasing and Cipher Mining Technologies 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” or the “Company”). The Company comprises all of GWAC’s and Cipher Mining Technologies’ operations.

Business

The Company is an emerging technology company that operates in the Bitcoin mining ecosystem in the United States. Specifically, the Company is developing and growing a cryptocurrency mining business specializing in Bitcoin. As a stand-alone, U.S.-based cryptocurrency mining business, the Company has begun its buildout of cryptocurrency mining sites in the United States that will include both wholly-owned sites and partially-owned sites acquired through investments in joint ventures. The Company began deployment of capacity in the first quarter of 2022, with mining operations beginning in February 2022 at the partially-owned Alborz facility, located in Texas (the “Alborz Facility”). See additional information about the Alborz Facility in Note 8.

Cipher Mining Technologies 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”). As of September 30, 2022, 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 81.6% of the Company’s common stock, $0.001 par value per share (“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 Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”).

Risks and uncertainties

Liquidity and capital resources and limited business history

The Company used $8.9 million of cash for its operations during the nine months ended September 30, 2022. As of September 30, 2022, the Company had approximate balances of cash and cash equivalents of $28.1 million, total stockholders’ equity of $383.1 million and an accumulated deficit of $59.6 million. To date, the Company has, in large part, relied on proceeds from the consummation of the Business Combination to fund its operations.

During the nine months ended September 30, 2022, the Company paid $184.1 million of deposits for miners and mining equipment. As of September 30, 2022, the Company had contributed equipment with a total cost of $93.2 million related to its contributions of 12,953 miners and other mining equipment to the Alborz Facility, which was reclassified from deposits on equipment to investment in equity investee on its consolidated balance sheet, with the exception of losses of $11.6 million and $7.2 million recognized by the Company related to miners contributed in June 2022 and July 2022, respectively. See additional information regarding these losses in Note 8.

As of September 30, 2022, the Company had $200.0 million of deposits on equipment on its unaudited condensed consolidated balance sheet, primarily for miners and, as of September 30, 2022, it had additional future commitments related to these deposits as detailed in Note 6. See Note 15 for additional information regarding a supplementary agreement entered into on November 4, 2022 related to one of the Company’s purchase agreements for miners. The Company’s management believes that the Company’s existing financial resources, combined with the ability to delay certain equipment orders, projected cash and cryptocurrencies inflows from its sites, the ability to sell cryptocurrency received or earned, as well as potential sales of Common Stock under the Company’s shelf

registration statement on Form S-3 (see additional information in Note 12), will be sufficient to meet its operating and capital requirements for at least 12 months from the date these unaudited condensed consolidated financial statements are issued.

There is limited 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. The business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in exploration and/or development, and possible cost overruns due to price and cost increases in services. The Company’s management has no current intention of entering into a merger or acquisition within the next 12 months. The Company is in the process of an active operational buildout and anticipates that additional capital will be required to implement the buildout. The Company may also 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 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 and it may be required to delay or change its planned buildout, which may adversely affect the Company’s business plan.

As disclosed in Note 12, the Company entered into an at-the-market offering agreement with H.C. Wainwright & Co., LLC (the “Agent”) dated September 21, 2022 (the “Sales Agreement”), pursuant to which the Company may, from time to time, sell up to $250.0 million in shares of the Company’s Common Stock through the Agent. The Company has not sold any shares of its Common Stock under the Sales Agreement as of the issuance of these unaudited condensed consolidated financial statements.

COVID-19 and other economic, business and political conditions

Results of operations could be adversely affected by general conditions in the global economy and in the global financial markets, including conditions that are outside of the Company’s control, such as the outbreak and global spread of the coronavirus (“COVID-19”). The COVID-19 pandemic that was declared on March 11, 2020 has caused significant economic dislocation in the United States and globally as governments, including the United States, introduced measures aimed at preventing the spread of COVID-19. The spread of COVID-19 and the imposition of related public health measures have resulted in, and are expected to continue to result in, increased volatility and uncertainty in the cryptocurrency space. Any severe or prolonged economic downturn, as result of the COVID-19 pandemic or otherwise, could result in a variety of risks to the Company’s business and management cannot anticipate all the ways in which the current economic climate and financial market conditions could adversely impact the Company’s business.

The Company may experience disruptions to its business operations resulting from supply delays or interruptions, quarantines, self-isolations, or other movement and restrictions on the ability of its employees or its counterparties to perform their jobs. The Company may also experience delays in construction and obtaining necessary equipment in a timely fashion. For example, in early January 2022, construction at the Alborz Facility was temporarily shut down in response to employees being impacted by COVID-19. The temporary shutdown was less than a week, and construction resumed at the site immediately after. If the Company is unable to effectively set up and service its miners, the Company’s ability to mine Bitcoin will be adversely affected. The future impact of the COVID-19 pandemic is still highly uncertain and there is no assurance that the COVID-19 pandemic or any other pandemic, or other unfavorable global economic, business or political conditions, will not materially and adversely affect the Company’s business, prospects, financial condition and operating results.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and principles of consolidation

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

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

Use of estimates

The preparation of financial statements in conformity with 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. The most significant estimates inherent in the preparation of the Company’s financial statements include, but are not limited to, those related to equity instruments issued in share-based compensation arrangements, valuations of the derivative asset and warrant liability, useful lives of property and equipment, and the valuation allowance associated with the Company’s deferred tax assets, 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, actual results could differ significantly from those estimates.

Unaudited condensed consolidated financial statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with 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 GAAP for complete financial statements. In the opinion of the Company’s management, these unaudited 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 condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period.

A description of the Company’s significant accounting policies in included in the Company’s 2021 Form 10-K. You should read the unaudited condensed consolidated financial statements in conjunction with the Company’s audited consolidated financial statements and accompanying notes in the Company’s 2021 Form 10-K. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the Company’s audited consolidated financial statements included in the Company’s 2021 Form 10-K.

Change in fiscal year

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

Investment in equity investees

The Company accounts for investments using the equity method of accounting if the investments provide the Company the ability to exercise significant influence, but not control, over its investees. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of an investee of between 20 percent and 50 percent, or an ownership interest greater than three to five percent in certain partnerships, unincorporated joint ventures and limited liability companies, although other factors are considered in determining whether the equity method of accounting is appropriate. Under this method, an investment in the common stock of an investee (including a joint venture) shall be initially measured and recorded at cost; however, an investor shall initially measure at fair value an investment in the common stock of an investee (including a joint venture) recognized upon the derecognition of a distinct nonfinancial asset at the time that control over the distinct nonfinancial asset is transferred to the equity investee, such as that which occurs upon the transfer of miners and mining equipment to a joint venture from Cipher.

The Company’s investments are subsequently adjusted to recognize the Company’s share of net income or losses as they occur. The Company also adjusts its investment upon receipt of cryptocurrency from an equity investee, which is accounted for as a distribution-in-kind. The Company’s share of investees’ earnings or losses is recorded, net of taxes, within equity in loss of equity investment on the Company’s consolidated statement of operations. Additionally, the Company’s interest in the net assets of its equity method investees is reflected on its consolidated balance sheet. If, upon Cipher’s contribution of nonfinancial assets to a joint venture, there is any difference between the cost of the investment and the amount of the underlying equity in the net assets of the investee, the difference is required to be accounted for as if the investee were a consolidated subsidiary. If the difference is assigned to depreciable or amortizable assets or liabilities, then the difference should be amortized or accreted in connection with the equity earnings based on

the Company’s proportionate share of the investee’s net income or loss. If Cipher is unable to relate the difference to specific accounts of the investee, the difference should be considered goodwill.

The Company considers whether the fair value of its equity method investments have declined below their carrying values whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If the Company considered any such decline to be other than temporary (based on various factors, including historical financial results, success of the mining operations and the overall health of the investee’s industry), then the Company would record a write-down to the estimated fair value.

Property and equipment, net

Property and equipment consists primarily of construction-in-progress at the Company’s wholly-owned Odessa facility in Texas (the “Odessa Facility”), as well as office and computer equipment and software that is being developed for internal use. Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, which is generally three years for office and computer-related assets and five years for miners. Construction-in-progress consists primarily of leasehold improvements which, when placed into service, will be depreciated in accordance with the lease term of five years.

Property and equipment, net consisted of the following (amounts in thousands):


	September 30, 2022			December 31, 2021
Office and computer equipment	$	88		$	60
Software		392			-
Furniture and fixtures		69			-
Miners and mining equipment		26			-
Construction-in-progress		40,192			5,069
Total cost of property and equipment		40,767			5,129
Less: accumulated depreciation		(16	)		(5	)
Property and equipment, net	$	40,751		$	5,124

Depreciation expense was immaterial during the three and nine months ended September 30, 2022 and also during the three and eight months ended September 30, 2021.

Capitalized software costs

The Company accounts for the costs of software developed for internal use by capitalizing costs incurred during the application development stage to property and equipment, net on its consolidated balance sheet. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. The Company plans to amortize the capitalized costs of internal-use software on a straight-line basis over the estimated useful life of the asset, which is expected to be three years. The Company will recognize the amortization in the consolidated statements of operations once the software is technologically feasible.

Leases

The Company accounts for leases in accordance with ASC 842, Leases (“ASC 842”). Accordingly, the Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company’s use by the lessor. The Company’s assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations over the lease term.

For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding right-of-use (“ROU”) asset equal to the initial lease liability is also recorded, adjusted for any accrued or prepaid rents and/or unamortized initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company generally uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not

readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease. ROU assets will be reviewed for impairment, consistent with other long-lived assets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

For the Company’s operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For leases with a term of 12 months or less, any fixed payments are recognized on a straight-line basis over the lease term and are not recognized on the Company’s consolidated balance sheet as an accounting policy election. Leases qualifying for the short-term lease exception are insignificant. Variable lease costs are expensed as incurred and are not included in the measurement of ROU assets and lease liabilities.

ASC 842 provides practical expedients for an entity’s ongoing accounting. The Company has elected the practical expedient not to separate lease and non-lease components for all leases, which means all consideration that is fixed, or in-substance fixed, relating to the non-lease components will be captured as part of the Company’s lease components for balance sheet purposes.

Cryptocurrencies

Cryptocurrencies, including Bitcoin, are included in current assets on the Company’s consolidated balance sheets. Cryptocurrencies received through the Company’s wholly-owned mining activities will be accounted for in connection with the Company’s revenue recognition policy. Cryptocurrencies awarded to the Company as distributions-in-kind from equity investees are accounted for in accordance with ASC 845, Nonmonetary Transactions, and recorded at fair value upon receipt.

Cryptocurrencies held by the Company are 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. The Company determines the fair value of its cryptocurrencies on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement, based on the lowest intra-day market price of the cryptocurrency at the single Bitcoin level (one Bitcoin). The excess, if any, represents a recognized impairment loss. 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. The Company recognized impairment charges of $0.3 million and $0.9 million on its cryptocurrency assets during the three and nine months ended September 30, 2022, respectively.

Cryptocurrencies awarded to the Company through its mining activities will be included as an adjustment to reconcile net income to cash used in operating activities in the consolidated statements of cash flows. The proceeds from sales of cryptocurrencies are included within operating activities in the consolidated statements of cash flows and any realized gains or losses from such sales are included in operating income (loss), net in the consolidated statements of operations. The receipt of cryptocurrency as distributions-in-kind from equity investees are included within investing activities in the consolidated statements of cash flows. The Company accounts for its sales of cryptocurrencies in accordance with the first in first out method of accounting.

Derivative Accounting

Luminant Power Agreement

On June 23, 2021, the Company entered into a power purchase agreement with Luminant ET Services Company LLC (“Luminant”), which was subsequently amended and restated on July 9, 2021, and further amended on February 28, 2022 (the “February Amendment”) and August 26, 2022 (the “August Amendment”), for the supply of a fixed amount of electric power to the Odessa Facility at a fixed price for a term of five years with a subsequent automatic annual renewal provision (as amended, the “Luminant Power Agreement”). Cipher is expecting to receive interconnection approval from the Electric Reliability Council of Texas (“ERCOT”) this year, which will allow the Company to commence mining Bitcoin at the Odessa Facility. Starting from July 1, 2022, under the take or pay framework of the Luminant Power Agreement and pursuant to the ramp-up schedule agreed to between Luminant and Cipher as part of the February Amendment and amended under the August Amendment, Luminant began sales of the scheduled energy in the ERCOT market.

Because ERCOT allows for net settlement, the Company’s management determined that, as of July 1, 2022, the Luminant Power Agreement meets the definition of a derivative under ASC 815, Derivatives and Hedging (“ASC 815”). Because the Company has the ability to sell its electricity in the ERCOT market rather than take physical delivery, physical delivery is not probable through the entirety of the contract and therefore, the Company’s management does not believe the normal purchases and normal sales scope

exception applies to the Luminant Power Agreement. Accordingly, the Luminant Power Agreement (the non-hedging derivative contract) is recorded at an estimated fair value each reporting period with the change in the fair value recorded in change in fair value of derivative asset in the consolidated statements of operations. See additional information regarding valuation of the Luminant Power Agreement derivative in Note 3.

Depending on the spot market price of electricity, the Company may opportunistically sell electricity in the ERCOT market in exchange for cash payments, rather than utilizing the power to mine for cryptocurrency at the Odessa Facility during peak times in order to most efficiently manage the Company’s operating costs. The Company, through Luminant, sold $1.7 million in electricity during the three months ended September 30, 2022. These power sales were recorded as part of the change in fair value of derivative asset in the accompanying condensed consolidated statements of operations during the three and nine months ended September 30, 2022. Once the Company begins cryptocurrency mining at the Odessa Facility, costs under the Luminant Power Agreement will be recorded in cost of revenues in the Company’s consolidated statements of operations.

Income (loss) per share

Basic net income (loss) per share of Common Stock is computed by dividing net income (loss) allocated to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share reflects the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock or resulted in the issuance of Common Stock that then shared in the earnings of the entity. Dilutive potential common shares include the Company’s outstanding Public Warrants (as defined in Note 13) and Private Placement Warrants (as defined in Note 13) 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, as well as unvested restricted stock units (“RSUs”).

For the three and nine months ended September 30, 2022, the dilutive effect of RSUs was calculated using the treasury stock method. For warrants that are liability-classified, during periods when the impact is dilutive, the Company assumes share settlement of the instruments as of the beginning of the reporting period and adjusts the numerator to remove the change in fair value of the warrant liability and adjusts the denominator to include the dilutive shares calculated using the treasury stock method.

The Company’s potential common shares have been excluded from the computation of diluted net loss per common share for the three and eight months ended September 30, 2021, as the effect would be to reduce the net loss per common share. The following is a reconciliation of the numerator and denominator of the diluted net income (loss) per share computations for the periods indicated below:


	Three Months Ended September 30,					Nine Months Ended		Eight Months Ended
	2022		2021			September 30, 2022		September 30, 2021
Basic and diluted income (loss) per share:
Net income (loss)	$	59,292	$	(2,421	)	$	12,574	$	(3,082	)

Weighted average shares outstanding - basic		247,508,745		217,644,991			248,461,373		206,708,013
Add:
RSUs		833,455		-			321,292		-
Weighted average shares outstanding - diluted		248,342,200		217,644,991			248,782,665		206,708,013

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	)

The following table presents the common shares that are excluded from the computation of diluted net income (loss) per common share at September 30, 2022 and September 30, 2021, because including them would have been antidilutive.


	September 30, 2022		September 30, 2021
Public Warrants		8,499,980		8,500,000
Private Placement Warrants		114,000		114,000
Unvested RSUs		15,364,457		-
		23,978,437		8,614,000

Recently issued and adopted accounting pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. The new guidance removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted this guidance on January 1, 2022 with no impact to the Company’s consolidated financial statements upon adoption.

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). ASU 2021-04 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. ASU 2021-04 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. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. ASU 2021-04 was effective for the Company on January 1, 2022 and there was no impact on the Company’s financial statements or disclosures upon adoption.

No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact on the Company’s consolidated financial statements or disclosures.

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 3. 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 as of the dates indicated (amounts in thousands):


	Fair Value Measured as of September 30, 2022
	Level 1		Level 2		Level 3		Total
Assets included in:
Cash and cash equivalents
Money market securities	$	11,111	$	-	$	-	$	11,111
Derivative asset		-		-		78,880		78,880
	$	11,111	$	-	$	78,880	$	89,991
Liabilities included in:
Warrant liability	$	-	$	-	$	22	$	22
	$	-	$	-	$	22	$	22


	Fair Value Measured as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets included in:
Cash and cash equivalents
Money market securities	$	101,004	$	-	$	-	$	101,004
	$	101,004	$	-	$	-	$	101,004
Liabilities included in:
Warrant liability	$	-	$	-	$	137	$	137
	$	-	$	-	$	137	$	137

Fair values of cash and cash equivalents, accounts payable and accrued expenses approximate their recorded values due to the short-term nature of these items.

There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the periods presented.

Level 3 asset

On July 1, 2022, the Company recorded a derivative asset, divided between current and noncurrent assets, on its condensed consolidated balance sheet related to the Luminant Power Agreement as this is when both the quantities of electricity demand were known and penalties for nonperformance under the Luminant Power Agreement became enforceable, with an offsetting amount recorded to change in the fair value of derivative asset in operating income (loss) on the accompanying condensed consolidated statements of operations. Subsequent changes in fair value are also recorded to change in fair value of derivative asset in operating income (loss). The Luminant Power Agreement was not designated as a hedging instrument. The Company does not have any other derivative contracts. The estimated fair value of the Company’s derivative asset was derived from Level 2 and Level 3 inputs (i.e., unobservable inputs) due to a lack of quoted prices for similar type assets and as such, is classified in Level 3 of the fair value hierarchy. Specifically, the discounted cash flow estimation models contain quoted spot and forward prices for electricity, as well as estimated usage rates consistent with the terms of the Luminant Power Agreement, the initial term of which is five years. The valuations performed by the third-party valuation firm engaged by the Company utilized discount rates of 7.19% and 7.39% as of the derivative effective date of July 1, 2022 and September 30, 2022, respectively, and include observable market inputs, but also include unobservable inputs based on qualitative judgment related to company-specific risk factors. Unrealized gains associated with the derivative asset within the Level 3 category include changes in fair value that were attributable to amendments to the Luminant Power Agreement, changes to the quoted forward electricity rates, as well as unobservable inputs (e.g., changes in estimated usage rates and discount rate assumptions).

The following table presents the changes in the estimated fair value of the derivative asset measured using significant unobservable inputs (Level 3) for the nine months ended September 30, 2022 (amounts in thousands):


Balance, January 1, 2022	$	-
Fair value on derivative asset effective date		83,610
Proceeds from reduction of scheduled power		(5,056	)
Change in fair value		326
Balance, September 30, 2022	$	78,880

Under the August Amendment to the Luminant Power Agreement, the Company and Luminant agreed to reduce Luminant’s obligation to provide specific amounts of scheduled power over upcoming months and, in exchange for the reduction in scheduled power supply by Luminant and as consideration for the modification to the ramp up schedule under the Luminant Power Agreement, Luminant paid the Company $5.1 million. The Company’s management determined that the August Amendment did not represent a freestanding instrument to be assessed separately from the Luminant Power Agreement and, as such, the Company reduced the derivative asset by the amount received from Luminant as shown in the table above. For the nine months ended September 30, 2022, there was a change of $0.3 million in Level 3 assets measured at fair value. Additionally, during the three months ended September 30, 2022, the Company, through Luminant, sold electricity in the ERCOT market, resulting in $1.7 million recorded to change in fair value of derivative asset in the accompanying condensed consolidated statements of operations for both the three and nine months ended September 30, 2022.

Level 3 liability

The Company’s Private Placement Warrants (as defined in Note 13) are its only liability 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 the dates indicated:


	September 30, 2022			December 31, 2021
Risk-free rate		4.08	%		1.20	%
Dividend yield rate		0.00	%		0.00	%
Volatility		78.2	%		58.8	%
Contractual term (in years)		3.9			4.7
Exercise price	$	11.50		$	11.50

The following table presents changes in the estimated fair value of the Private Placement Warrants for the nine months ended September 30, 2022 (amounts in thousands):


Balance, January 1, 2022	$	137
Change in fair value		(115	)
Balance, September 30, 2022	$	22

- Definition

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.

+ References + Details

Prepaid Expenses and Accrued Expenses

9 Months Ended

Sep. 30, 2022

Prepaid Expenses and Accrued Expenses [Abstract]

Prepaid Expenses And Accrued Expenses

NOTE 4. PREPAID EXPENSES AND ACCRUED EXPENSES

As of September 30, 2022 and December 31, 2021, the Company had $8.3 million and $13.8 million, respectively, of prepaid expenses and other current assets, which was almost entirely related to prepaid insurance as of both balance sheet dates.

The Company’s accrued expenses consisted of the following as of the dates indicated (amounts in thousands):


	September 30, 2022		December 31, 2021
Taxes (primarily sales tax)	$	9,895	$	-
Legal		389		100
Accounting and audit		238		153
Other		204		4
Total accrued expenses	$	10,726	$	257

Cryptocurrencies

9 Months Ended

Sep. 30, 2022

CryptocurrenciesAbstract

Cryptocurrencies

NOTE 5. CRYPTOCURRENCIES

The following table presents information about the Company’s cryptocurrencies (Bitcoin) (amounts in thousands):


Balance, December 31, 2021	$	-
Cryptocurrencies received from equity investees		3,139
Proceeds from sale of cryptocurrencies		(23	)
Realized gain on sale of cryptocurrencies		6
Impairment of cryptocurrencies		(859	)
Balance, September 30, 2022	$	2,263

The Company’s cryptocurrency activity for the nine months ended September 30, 2022 was entirely from Bitcoin. The fair market value of the Company’s Bitcoin as of September 30, 2022 was approximately $2.4 million and was estimated using the closing price of Bitcoin, which is a Level 1 input (i.e., an observable input such as a quoted price in an active market for an identical asset). The Company had no cryptocurrency activity during the eight months ended September 30, 2021.

During the three and nine months ended September 30, 2022, the Company recorded impairment charges on its cryptocurrency holdings of $0.3 million and $0.9 million, respectively.

Deposits on Equipment

9 Months Ended

Sep. 30, 2022

Disclosure Deposits On Equipment [Abstract]

Deposits on Equipment

NOTE 6. DEPOSITS ON EQUIPMENT

As of September 30, 2022, 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”). The Company entered into an Amended and Restated Framework Agreement on Supply of Blockchain Servers with SuperAcme (the “Amended SuperAcme Agreement”) on May 6, 2022, which amended that certain Framework Agreement on Supply of Blockchain Servers with SuperAcme, dated September 2, 2021, to purchase 60,000 MicroBT M30S, M30S+ and M30S++ miners (the “Original SuperAcme Agreement”).

The Amended SuperAcme Agreement established a new delivery quantity ratio of miners, as well as new fixed subtotal pricing. In connection with the Original SuperAcme Agreement, the Company previously paid an initial deposit of $22.2 million. No additional initial deposit was required as a result of the execution of the Amended SuperAcme Agreement. The expected final purchase price under the Amended SuperAcme Agreement is subject to both the new fixed price terms and certain floating price terms, with payment due in advance of certain batches of miners being delivered. See additional information regarding a supplementary agreement with SuperAcme in Note 15.

The Company entered into two agreements with Bitfury USA Inc. (“Bitfury USA”), a subsidiary of Bitfury Top HoldCo, made under, and as a part of, the Master Services and Supply Agreement between the Company and Bitfury Top HoldCo dated August 26, 2021, to purchase a total of 240 units of BlockBox air-cooled containers (each a “BBAC”), the modular data centers that house mining machines. The delivery of those containers commenced in the first quarter of 2022 and is anticipated to be completed in 2022, as expected. See Note 9 for more information on the Master Services and Supply Agreement.

The Company previously had an agreement for the purchase of between 28,000 to 56,000 mining rigs from Bitfury Top HoldCo, also made under, and as a part of, the Master Services and Supply Agreement. Upon execution of the agreement, the Company paid a $10.0 million deposit to Bitfury Top HoldCo; however, the agreement for the purchase of mining rigs was a non-binding commitment unless and until confirmed by a mutually executed order confirmation. No order confirmations were executed under this agreement and, as further described in Note 9, shares of the Company’s Common Stock held by Bitfury Top HoldCo were returned to the Company as consideration for, or repayment of, the $10.0 million deposit.

The purchase agreement commitments, deposits paid and expected delivery timing (remaining balances are payable in advance of shipping) are summarized below as of September 30, 2022 (amounts in thousands):


Vendor	Agreement Dates	Original Maximum Purchase Commitment*		Open Purchase Commitment		Deposits Paid		Expected Shipping for Open Purchase Commitments
Bitmain Technologies Limited**	August 20, 2021 and August 30, 2021	$	171,135	$	55,500	$	55,500	October 2022 - December 2022
SuperAcme Technology (Hong Kong)/*	May 6, 2022		222,401		222,401		101,819	October 2022 - December 2022
Bitfury USA and other vendors (primarily for BBACs)****	Various				57,173		42,715
Total				$	335,074	$	200,033

__________

* Maximum purchase commitment does not consider discounts that the Company may qualify for with the respective vendors, which could reduce the total cost.

** 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.

*** See Note 15 for information regarding a supplementary agreement entered into on November 4, 2022 with SuperAcme.

****See Notes 9 and 15 for additional information regarding payments for BBACs.

During the nine months ended September 30, 2022, the Company paid $184.1 million of deposits for miners and mining equipment. As of September 30, 2022, the Company had contributed equipment with a total cost of $93.2 million related to its contributions of 12,953 miners and other mining equipment to the Alborz Facility, which was reclassified from deposits on equipment to investment in equity investee on its consolidated balance sheet, with the exception of losses of $11.6 million and $7.2 million recognized by the Company related to the batches of miners contributed in June 2022 and July 2022, respectively. See additional information in Note 8.

Security Deposits

9 Months Ended

Sep. 30, 2022

Deposit Assets Disclosure [Abstract]

Security Deposits

NOTE 7. SECURITY DEPOSITS

Security deposits are shown in the table below as of the dates indicated (amounts in thousands):


	September 30, 2022		December 31, 2021
Luminant Power Purchase Agreement Independent Collateral Amount (see Note 9)	$	6,277	$	6,277
Luminant Purchase and Sale Agreement collateral (see Note 9)		3,063		3,063
Office lease security deposit		960		922
Other deposits		1,155		90
Total security deposits	$	11,455	$	10,352

Investment in Equity Investees

9 Months Ended

Sep. 30, 2022

Equity Method Investments and Joint Ventures [Abstract]

Investment in Equity Investees

NOTE 8. INVESTMENT IN EQUITY INVESTEES

On June 10, 2021, the Company and WindHQ LLC (“WindHQ”) signed a binding definitive framework agreement with respect to the construction, buildout, 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 buildout 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 the Company and WindHQ, or respective affiliates of the Company or WindHQ, shall become a member of each Data Center LLC by entering into a limited liability company agreement for each such Data Center LLC (“LLC Agreement”). WindHQ will own at least 51% of the initial membership interests of each Data Center LLC and the Company will own a maximum of 49% of the initial membership interests of each 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 other related services such as logistics for each of the Data Centers; and (iii) the construction work for each of the Data Centers. Furthermore, the Company is required to support and monitor (remotely) the operations of the hardware at each Data Center (particularly the mining servers) as required under the WindHQ Joint Venture Agreement.

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.

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 LLC.

In the absence of any material breaches by either party, the WindHQ Joint Venture Agreement may only be terminated by mutual written consent of both parties.

Currently, it is not anticipated by the Company’s management that its investment in any of the individual Data Center LLCs will meet the definition of a variable interest entity in accordance with ASC 810, and the Company will not have a controlling voting interest in any of the Data Center LLCs. Based upon the Company's expectation that it 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.

On January 28, 2022, in connection with the WindHQ Joint Venture Agreement, Cipher Mining Technologies and Alborz Interests DC LLC (a subsidiary of WindHQ), as members, entered into the Amended and Restated Limited Liability Company Agreement of Alborz LLC (the “Alborz LLC Agreement”). On May 16, 2022, in connection with the WindHQ Joint Venture Agreement, Cipher Mining Technologies and Bear Interests DC LLC (a subsidiary of WindHQ), as members, entered into the Amended and Restated Limited Liability Company Agreement of Bear LLC (the “Bear LLC Agreement”). The Alborz and Bear LLC Agreements delineate the rights and obligations of the members related to the construction, operation and management, respectively, of the Alborz Facility and the Bear facility (the “Bear Facility”) also located in Texas. The Company is required to support and monitor (remotely) the operations of the hardware at the Alborz Facility and the Bear Facility (particularly the mining servers) under the WindHQ Joint Venture Agreement.

The Company uses the equity method of accounting to account for its 49% equity interest in the LLCs. The Company recognized $1.9 million and $2.6 million as equity in the net loss of Alborz LLC in the accompanying unaudited condensed consolidated statements of operations during the three and nine months ended September 30, 2022, respectively. Cryptocurrency mining operations had not commenced at the Bear Facility as of September 30, 2022.

In June 2022 and July 2022, the Company contributed 6,629 miners and 2,375 miners, respectively, to the Alborz Facility, which are included in the 12,953 total of miners contributed to the Alborz Facility. At the time of these contributions, the contributed miners had a fair value that was lower than the cost paid by the Company to obtain them, and the Company recognized losses of $7.2 million and $18.8 million during the three and nine months ended September 30, 2022, respectively. These losses were recorded within equity in loss of equity investment on the unaudited condensed consolidated statements of operations and represent a basis difference related to the Company’s investment in Alborz LLC as Alborz LLC recorded the equipment at the historical cost paid by the Company to obtain the equipment. As Alborz LLC depreciates the historical cost of these batches of miners on its financial statements over the expected depreciation period of five years, the Company will accrete this basis difference over the same period and will record the accretion amount for each reporting period within equity in earnings (loss) of equity investment on its consolidated statements of income until the miners are fully depreciated and the corresponding basis difference is fully accreted. See accretion recorded during the nine months ended September 30, 2022 in the table below.

Activity in investment in equity investee during the nine months ended September 30, 2022 consisted of the following (amounts in thousands):


Balance, December 31, 2021	$	-
Cost of miners and mining equipment contributed, net of losses recognized upon contribution		74,384
Sales taxes to be paid by Cipher on behalf of equity investee		5,316
Accretion of basis difference		821
Legal costs related to formation of joint ventures reclassified from deferred investment costs		174
Capital distributions		(43,291	)
Cryptocurrencies received from equity investee		(3,139	)
Equity in net loss of equity investee		(2,574	)
Balance, September 30, 2022	$	31,690

Related Party Transactions

9 Months Ended

Sep. 30, 2022

Related Party Transactions

NOTE 9. RELATED PARTY TRANSACTIONS

Waiver, Lock-up and Board Observer Agreements

On April 8, 2022, the Company entered into a waiver agreement with Bitfury Top HoldCo (the “Waiver Agreement”), pursuant to which the Company waived certain restrictions on transfer of the Company’s Common Stock under (a) that certain Lock-up Agreement, dated as of August 26, 2021, by and between GWAC and Bitfury Top HoldCo and (b) those certain Lock-up Agreements, dated August 26, 2021, by and between GWAC and each of (i) I-B Goodworks, LLC, (ii) Magnetar Financial LLC, (iii) Mint Tower Capital Management B.V., (iv) Periscope Capital, Inc. and (v) Polar Asset Management Partners Inc., respectively (the stockholders contemplated by clauses (a)-(b), the “Stockholders”) imposing similar restrictions on the Stockholders (collectively, the “Lock-up Agreements” and each a “Lock-up Agreement”).

The Waiver Agreement was negotiated and approved by an independent committee of the Board. The Waiver Agreement (i) permits each Stockholder to pledge or otherwise hypothecate the Lock-up Shares (as defined in the Lock-up Agreements) held by such Stockholder as of the date of the Waiver Agreement (the shares that are actually pledged or otherwise hypothecated, the “Pledged Shares”) as collateral or security in connection with any loan meeting certain criteria set forth in the Waiver Agreement and

(ii) transfer the Pledged Shares upon foreclosure by such pledgee in accordance with the terms of the applicable pledge or hypothecation; provided that such waiver will only apply and be effective if certain conditions specified in the Waiver Agreement are satisfied or waived. Additionally, effective as of the date of consummation of any pledge or hypothecation, and solely in regard to any pledged shares, the Lock-up Period, as defined in the applicable Lock-up Agreement, shall be extended an additional three months to November 26, 2023. Furthermore, the Waiver Agreement provided for the cancellation of 2,890,173 shares of the Company’s Common Stock held by Bitfury Top HoldCo and subject to the Lock-up Agreements as consideration for the $10.0 million deposit paid by the Company for Bitfury Top HoldCo mining rigs under the agreement dated October 11, 2021, for which no order confirmation was made, as discussed in Note 6.

On April 8, 2022, the Company also entered into an observer agreement (the “Board Observer Agreement”) with Bitfury Holding and Bitfury Top HoldCo (together with Bitfury Holding, the “Investors”), which provides that the Investors have the right to designate a representative to serve as an observer of the Board and any committees thereof (subject to exceptions and limitations specified in the Board Observer Agreement). The Board Observer Agreement was negotiated and approved by an independent committee of the Board.

Master Services and Supply Agreement

In connection with the Business Combination, Bitfury Top HoldCo and Cipher entered into the Master Services and Supply Agreement on August 26, 2021. The initial term of the agreement is 84 months, with automatic 12-month renewals thereafter (unless either party provides sufficient notice of non-renewal). Pursuant to this agreement, Cipher can request and Bitfury Top HoldCo is required to use commercially reasonable efforts to provide, or procure the provision of, certain equipment and/or services, such as construction, engineering and operations, in each case as may be required to launch and maintain Cipher’s mining centers in the United States. The Master Services and Supply Agreement is not exclusive to Bitfury Top HoldCo or any of its affiliates, and Cipher may retain any other parties to manufacture and deliver any equipment or perform any of the services required. Cipher is not obligated to order any equipment or services from the Bitfury Group under the Master Services and Supply Agreement.

In addition to the Master Services and Supply Agreement, Cipher and Bitfury Holding also entered into a fee side letter, which sets out the basic pricing framework applicable under the Master Services and Supply Agreement for any services. Under the fee side letter, monthly fees for any potential future services, if any, would be determined by reference to two groups of services, which may be provided under the Master Services and Supply Agreement: (i) Bitfury Top HoldCo’s “onsite” services fee would be calculated on a straight cost +5% basis (plus applicable duties and taxes); and (ii) Bitfury Top HoldCo’s “remote services” would be calculated on a ratchet basis applying a management fee of $1,000/MW up to 445MW (capped at $200,000/month) and $450USD/MW above 445MW (plus applicable duties and taxes).

Purchase commitments, deposits on equipment and related party payables

As discussed above in Note 6, the Company entered into two agreements with Bitfury USA made under, and as a part of, the Master Services and Supply Agreement to purchase a total of 240 units of BBACs, the modular data centers that house mining machines. During the nine months ended September 30, 2022, the Company paid a total of $21.7 million to Bitfury USA, which is recorded on the Company’s consolidated balance sheets as deposits on equipment until receipt and deployment of the equipment. As of September 30, 2022 and December 31, 2021, the Company had a total of $21.9 million and $5.1 million, respectively, of deposits on equipment on its condensed consolidated balance sheets related to the Bitfury USA agreements. Additionally, as of September 30, 2022, the Company had a total of $2.7 million of construction-in-progress on its condensed consolidated balance sheet related to the Bitfury USA agreements.

Additionally, prior to the Business Combination, Bitfury USA contracted with third-party vendors for the purchase of equipment and the receipt of services related to Cipher’s future mining operations. Prior to December 31, 2021, Bitfury USA made payments under these arrangements totaling $2.4 million. The Company reimbursed Bitfury USA for these amounts plus a 7% service fee upon completion of the Business Combination and, as a result, recorded the amounts reimbursed to Bitfury (including the service fee) as follows: $2.5 million was recorded to deposits on equipment and $0.1 million was recorded to construction-in-progress on the Company’s consolidated balance sheet as of December 31, 2021. Pursuant to one of these arrangements between Bitfury USA and a third-party vendor, Paradigm Controls of Texas, LLC (“Paradigm”), the Company made payments directly to Paradigm in place of Bitfury USA, in respect of manufacturing services for BBACs, totaling $11.0 million during the three months ended September 30, 2022 and the Company’s obligations to Bitfury USA under the Master Services and Supply Agreement have been reduced by the same amount. Additionally, Cipher recorded additional invoices totaling $1.7 million, or $1.8 million including the 7% service fee owed to Bitfury USA, to accounts payable, related party during the three months ended September 30, 2022. These additional invoices related to mining equipment and services received by the Company prior to September 30, 2022 for which Bitfury USA had not yet paid

Paradigm, and which Cipher intends to pay directly to the vendor in place of Bitfury USA. The total balance owed to Bitfury USA and recorded in accounts payable, related party on the condensed consolidated balance sheet was $3.2 million as of September 30, 2022. See Note 15 for additional information regarding the disposition of the additional $1.7 million in invoices after September 30, 2022.

The Company is in discussions with Bitfury USA to assign Cipher Mining Technologies certain service contracts related to the production of BBACs originally entered into between Bitfury USA and Paradigm. The Company will continue to work directly with Paradigm or other vendors on any remaining BBACs that would have been purchased from Bitfury USA under the Master Services and Supply Agreement.

Related party receivables

The Company recorded a related party receivable of approximately $0.7 million as of September 30, 2022 related to expenses paid on behalf of the Data Center LLCs for which it expects to be reimbursed.

Leases

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Leases

NOTE 10. LEASES

The Company entered into an operating lease for office space located in New York. The lease has an initial term of 64 months, commencing on February 1, 2022. The lease does not provide the Company with renewal options.

Total rent expense was approximately $0.4 million and $1.0 million for the three and nine months ended September 30, 2022, respectively, which includes an immaterial amount of less than $0.1 million for short-term lease costs during both the three and nine months ended September 30, 2022. The Company did not incur any variable lease costs during the periods presented.

Supplemental information related to the lease was as follows (dollar amounts in thousands):


	Nine Months Ended
	September 30, 2022
Operating cash flows - operating leases	$	395
Right-of-use assets obtained in exchange for operating lease liabilities	$	5,859
Weighted-average remaining lease term – operating leases (in years)		4.7
Weighted-average discount rate – operating leases		10.9	%

As of September 30, 2022, future minimum operating lease payments during the next five years are as follows (amounts in thousands):


Remaining Period Ended December 31, 2022	$	395
Year Ended December 31, 2023		1,581
Year Ended December 31, 2024		1,581
Year Ended December 31, 2025		1,581
Year Ended December 31, 2026		1,581
Year Ended December 31, 2027		659
Total		7,378
Less present value discount		(1,614	)
Operating lease liabilities	$	5,764

Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 11. 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, 2022. The Company does not anticipate recognizing any significant losses relating to these arrangements.

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. The associated fees paid under the Standard Power Hosting Agreement will be expensed as services are received.

Luminant Lease and Purchase and Sale Agreements

The Company entered into a series of agreements with affiliates of 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”). The Luminant Lease Agreement leases a plot of land to the Company where the planned data center, ancillary infrastructure and electrical system (the “Interconnection Electrical Facilities” or “substation”) will be set up for the Company’s Odessa Facility. The Company also entered into the Purchase and Sale Agreement dated June 28, 2021, with amendment and restatement on July 9, 2021 (as amended and restated, the “Luminant Purchase and Sale Agreement”) with another Luminant affiliate. The Company entered into the Luminant Lease Agreement and the Luminant Purchase and Sale Agreement to build the infrastructure necessary to support its planned operations. The Company determined that the Luminant Lease Agreement and the Luminant Purchase and Sale Agreement should be combined for accounting purposes under ASC 842 (collectively, the “Combined Luminant Lease Agreement”) and that amounts exchanged under the combined contract should be allocated to the various components of the overall transaction based on relative fair values.

Under the Luminant Power Agreement (defined above in Note 2 under Derivative Accounting), the Company is required to provide Luminant with collateral of approximately $12.6 million (the “Independent Collateral Amount”). Half, or approximately $6.3 million, of the Independent Collateral Amount was paid to Luminant on September 1, 2021 and is recorded in security deposits on the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021. 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 also recorded in security deposits as of September 30, 2022 and December 31, 2021.

The Combined 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; however, the Company’s management determined that the Combined Luminant Lease Agreement contains two lease components; and the components should be accounted for together as a single lease component, because the effect of accounting for the land lease separately would be insignificant. 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.

Once the Company has control over the applicable leased asset, the Company will record both a ROU asset and a corresponding lease liability in accordance with ASC 842 for the single lease component as applicable under the Combined Luminant Lease Agreement.

Stockholders' Equity

9 Months Ended

Sep. 30, 2022

Stockholders' Equity Note [Abstract]

Stockholders' Equity

NOTE 12. STOCKHOLDERS’ EQUITY

As of September 30, 2022, 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, 2022, 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.

The Company repurchased 13,193 shares and 672,424 shares of its Common Stock related to tax withholding settlements for RSUs that vested during the three and nine months ended September 30, 2022, respectively.

As disclosed above in Notes 6 and 9, on April 8, 2022, the Company accepted the return of 2,890,173 shares of its Common Stock held by Bitfury Top HoldCo as consideration for the $10.0 million deposit paid to Bitfury Top HoldCo for mining rigs under the agreement dated October 11, 2021. The returned shares were cancelled by the Company upon their return.

Shelf Registration and At-The-Market Offering Agreement

On September 21, 2022, the Company filed with the SEC a shelf registration statement on Form S-3, which was declared effective on October 6, 2022 (the “Registration Statement”). The Registration Statement covers: (i) the offer and sale by the Company, from time to time in one or more offering, securities having an aggregate public offering price of up to $500.0 million, (ii) the offer and sale from time to time by the selling securityholders identified therein of up to 23,265,565 shares of the Company’s Common Stock and the offer and sale from time to time by the selling securityholders of up to 85,500 of the Company’s warrants and (iii) the offer and sale of (A) up to 8,499,978 shares of Common Stock that are issuable by the Company upon the exercise of 8,499,978 public warrants that were previously registered and (B) up to 114,000 shares of Common Stock that are issuable by the Company upon the exercise of 114,000 private placement warrants.

In connection with the filing of the Registration Statement, the Company also entered into the Sales Agreement with H.C. Wainwright & Co., LLC as the Agent, under which the Company may, from time to time, sell shares of its Common Stock having an aggregate offering price of up to $250.0 million in “at-the-market” offerings through the Agent, which is included in the $500.0 million of securities that may be offered pursuant to the Registration Statement. Sales of the shares of Common Stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent. Pursuant to the Sales Agreement, the Company will pay the Agent a commission of up to 3.0% of the gross proceeds from the sale of any shares of Common Stock under the Sales Agreement. The Company is not obligated to make any sales of shares of its Common Stock under the Sales Agreement. The Company has not sold any shares of its Common Stock under the Sales Agreement as of the issuance of these unaudited condensed consolidated financial statements.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

Warrants

9 Months Ended

Sep. 30, 2022

Warrants and Rights Note Disclosure [Abstract]

Warrants

NOTE 13. WARRANTS

Upon 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”). 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 as of the Closing Date of the Business Combination. 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.

Share-based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Share-based Compensation

NOTE 14. SHARE-BASED COMPENSATION

Upon Closing of the Business Combination, the Board approved the Cipher Mining Inc. 2021 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, stock appreciation rights, RSUs and other stock or cash-based awards to employees, consultants and directors. Upon vesting of an award, the Company may either issue new shares or reissue treasury shares.

Initially, up to 19,869,312 shares of Common Stock were 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. On January 1, 2022, this resulted in an increase of 7,478,382 shares of Common Stock available for issuance under the Incentive Award Plan. As of September 30, 2022, 1,638,142 shares of Common Stock are available for issuance under the Incentive Award Plan.

The Company recognized total share-based compensation for the following categories of awards during the periods indicated (amounts in thousands):


	Three Months Ended		Nine Months Ended
	September 30, 2022		September 30, 2022
Service-Based RSUs	$	7,078	$	19,936
Performance-Based RSUs		3,416		10,136
Total share-based compensation expense	$	10,494	$	30,072

Service-based RSUs

A summary of the Company's unvested Service-Based RSU activity for the nine months ended September 30, 2022 is shown below:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested at January 1, 2022		6,798,238		$	8.04
Granted		9,108,086			1.90
Forfeited		(205,048	)		6.34
Vested		(1,802,123	)		7.55
Unvested at September 30, 2022		13,899,153		$	4.10

As of September 30, 2022, there was approximately $35.5 million of unrecognized compensation expense related to unvested Service-Based RSUs, which is expected to be recognized over a weighted-average vesting period of approximately 1.8 years.

If not fully vested upon grant, Service-Based RSUs awarded generally vest in equal installments on the first three or four anniversaries of the vesting commencement date as determined by the Board, which will generally coincide with the timing when the employee or consultant began to provide services to the Company, and which may precede the grant date. Vesting is subject to the award recipient's continuous service on the applicable vesting date; provided, that if the award recipient’s employment is terminated by the Company

without “cause”, due to award recipient’s death or permanent disability, or, for some award recipients, by the award recipient for “good reason” (if applicable, as such term or similar term may be defined in any employment, consulting or similar service agreement between award recipient and the Company), all unvested Service-Based RSUs will vest in full. In addition, in the event of a change in control, any unvested Service-Based RSUs will vest subject to the award recipient's continuous service to the Company through such change in control. In addition, if the $10 billion market capitalization milestone (described further below) is achieved and the Chief Executive Officer (“CEO”) remains in continuous service through such achievement, any then-unvested Service-Based RSUs awarded to the CEO will also vest.

Performance-based RSUs

There was no activity for unvested Performance-Based RSUs during the nine months ended September 30, 2022. There were 4,257,710 unvested Performance-Based RSUs at a weighted average grant date fair value of $7.76 as of both September 30, 2022 and December 31, 2021. There was approximately $21.2 million of unrecognized compensation expense related to unvested Performance-Based RSUs, which is expected to be recognized over a weighted-average derived service period of approximately 1.7 years.

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 the CEO’s continuous service through the end of the applicable 30-day period. In the event of a change in control and CEO’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 the CEO’s termination of service or, if earlier, in connection with a change in control will be forfeited for no consideration.

Subsequent Events

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

NOTE 15. SUBSEQUENT EVENTS

Chief LLC Agreement

Effective October 7, 2022, in connection with the WindHQ Joint Venture Agreement, Cipher Mining Technologies and Chief Interests DC LLC (a subsidiary of WindHQ), as members, entered into the Limited Liability Company Agreement of Chief Mountain LLC (the “Chief LLC Agreement”). The Chief LLC Agreement delineates the rights and obligations of the members related to the construction, operation and management of the Chief facility, located in Texas (the “Chief Facility”). Similar to the Alborz Facility and the Bear Facility, the Company is also required to support and monitor (remotely) the operations of the hardware at the Chief Facility (particularly the mining servers) under the WindHQ Joint Venture Agreement.

Miner contributions to Bear Facility and Chief Facility

In October 2022, the Company contributed approximately 6,500 miners to the Bear Facility and the Chief Facility. While the final quantities of miners going to each respective site, and therefore the relative pricing as between the two sites, is still being finalized, the estimated fair value of the relevant miners was lower than the cost paid by the Company to purchase them; therefore, the Company expects to record a loss related to the contribution of these miners of approximately $15 million.

SuperAcme Supplementary Agreement

On November 4, 2022, through its subsidiary, Cipher Mining Technologies, the Company entered into a supplementary agreement of the Framework Agreement on Supply of Blockchain Servers (the “Supplementary Agreement”) with SuperAcme, which supplements the Amended SuperAcme Agreement dated May 6, 2022, and the Original SuperAcme Agreement. The Supplementary Agreement establishes new fixed and floating price terms for remaining purchases of M30S, M30S+ and M30S++ miners and the Company will not be obligated to send any further money to SuperAcme. In connection with the Amended SuperAcme Agreement, SuperAcme has delivered 17,833 miners to date, at an aggregate value of approximately $53.6 million, and the Company has paid aggregate advance payments of $101.8 million. The remaining balance of $48.2 million will be applied to the purchase of miners under the new fixed and floating price terms set forth in the Supplementary Agreement.

Payments on behalf of Bitfury

After September 30, 2022, but before the issuance of these unaudited condensed consolidated financial statements, the Company made payments totaling approximately $2.1 million directly to Paradigm in place of Bitfury USA, in respect of manufacturing services for

BBACs. The Company’s payment obligations to Bitfury USA under the Master Services and Supply Agreement were also reduced by $2.1 million related to these payments to Paradigm.

Luminant Power Agreement

On October 26, 2022, the Company received a letter from Luminant, disputing: (i) the payments of $1.7 million that Luminant had made to the Company under the Luminant Power Agreement for the electricity sold in the ERCOT market during July 2022 and August 2022 and (ii) the payment of $5.1 million made to the Company by Luminant in September 2022 in consideration for the modification to the ramp up schedule pursuant to the August Amendment to the Luminant Power Agreement. The Company received and recorded $1.7 million as part of the change in fair value of derivative asset in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022. The Company received and recorded $5.1 million as a reduction to the derivative asset on the condensed consolidated balance sheet during the three months ended September 30, 2022. The Company has not received payment from Luminant for electricity sold in the ERCOT market in September 2022 and October 2022.

The Company wholly disputes the claims made by Luminant and has been engaged in discussions with Luminant in an attempt to reach a mutually agreeable solution and resolve disagreements between the parties regarding these payments and whether the commencement of Luminant’s obligations under the Luminant Power Agreement should be tied to ERCOT’s interconnection approval. At this time the Company’s management does not know how or when this dispute will be resolved.

On November 8, 2022, the Company also received a letter from Luminant requesting the Company deposit to Luminant the remaining half of the Independent Collateral Amount under the Luminant Power Agreement. The Company expects to deliver to Luminant the remaining half of the Independent Collateral Amount before the end of November 2022.

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of presentation and principles of consolidation

Use of Estimates

Use of estimates

Unaudited Interim Condensed Consolidated Financial Statements

Unaudited condensed consolidated financial statements

Change in Fiscal Year

Change in fiscal year

Investment in Equity Investees

Investment in equity investees

Property and Equipment, Net

Property and equipment, net

Property and equipment, net consisted of the following (amounts in thousands):


	September 30, 2022			December 31, 2021
Office and computer equipment	$	88		$	60
Software		392			-
Furniture and fixtures		69			-
Miners and mining equipment		26			-
Construction-in-progress		40,192			5,069
Total cost of property and equipment		40,767			5,129
Less: accumulated depreciation		(16	)		(5	)
Property and equipment, net	$	40,751		$	5,124

Depreciation expense was immaterial during the three and nine months ended September 30, 2022 and also during the three and eight months ended September 30, 2021.

Capitalized Software Costs

Capitalized software costs

Leases

Cryptocurrencies

Derivative Accounting

Luminant Power Agreement

Income (loss) per share


	Three Months Ended September 30,					Nine Months Ended		Eight Months Ended
	2022		2021			September 30, 2022		September 30, 2021
Basic and diluted income (loss) per share:
Net income (loss)	$	59,292	$	(2,421	)	$	12,574	$	(3,082	)

Weighted average shares outstanding - basic		247,508,745		217,644,991			248,461,373		206,708,013
Add:
RSUs		833,455		-			321,292		-
Weighted average shares outstanding - diluted		248,342,200		217,644,991			248,782,665		206,708,013

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	)


	September 30, 2022		September 30, 2021
Public Warrants		8,499,980		8,500,000
Private Placement Warrants		114,000		114,000
Unvested RSUs		15,364,457		-
		23,978,437		8,614,000

Recently Issued and Adopted Accounting Pronouncements

Recently issued and adopted accounting pronouncements

No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact on the Company’s consolidated financial statements or disclosures.

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Summary of Property and Equipment

Property and equipment, net consisted of the following (amounts in thousands):


	September 30, 2022			December 31, 2021
Office and computer equipment	$	88		$	60
Software		392			-
Furniture and fixtures		69			-
Miners and mining equipment		26			-
Construction-in-progress		40,192			5,069
Total cost of property and equipment		40,767			5,129
Less: accumulated depreciation		(16	)		(5	)
Property and equipment, net	$	40,751		$	5,124

Schedule of Reconciliation of Numerator and Denominator of the Diluted Net Income (Loss) Per Share

The following is a reconciliation of the numerator and denominator of the diluted net income (loss) per share computations for the periods indicated below:


	Three Months Ended September 30,					Nine Months Ended		Eight Months Ended
	2022		2021			September 30, 2022		September 30, 2021
Basic and diluted income (loss) per share:
Net income (loss)	$	59,292	$	(2,421	)	$	12,574	$	(3,082	)

Weighted average shares outstanding - basic		247,508,745		217,644,991			248,461,373		206,708,013
Add:
RSUs		833,455		-			321,292		-
Weighted average shares outstanding - diluted		248,342,200		217,644,991			248,782,665		206,708,013

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	)

Computation of Diluted Net Income (Loss) Per Common Share


	September 30, 2022		September 30, 2021
Public Warrants		8,499,980		8,500,000
Private Placement Warrants		114,000		114,000
Unvested RSUs		15,364,457		-
		23,978,437		8,614,000

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Summary of Financial Assets And Liabilities Measurement on Recurring Basis


	Fair Value Measured as of September 30, 2022
	Level 1		Level 2		Level 3		Total
Assets included in:
Cash and cash equivalents
Money market securities	$	11,111	$	-	$	-	$	11,111
Derivative asset		-		-		78,880		78,880
	$	11,111	$	-	$	78,880	$	89,991
Liabilities included in:
Warrant liability	$	-	$	-	$	22	$	22
	$	-	$	-	$	22	$	22


	Fair Value Measured as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets included in:
Cash and cash equivalents
Money market securities	$	101,004	$	-	$	-	$	101,004
	$	101,004	$	-	$	-	$	101,004
Liabilities included in:
Warrant liability	$	-	$	-	$	137	$	137
	$	-	$	-	$	137	$	137

Summary of Changes in the Estimated Fair Value of the Derivative Asset


Balance, January 1, 2022	$	-
Fair value on derivative asset effective date		83,610
Proceeds from reduction of scheduled power		(5,056	)
Change in fair value		326
Balance, September 30, 2022	$	78,880

Under the

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 the dates indicated:


	September 30, 2022			December 31, 2021
Risk-free rate		4.08	%		1.20	%
Dividend yield rate		0.00	%		0.00	%
Volatility		78.2	%		58.8	%
Contractual term (in years)		3.9			4.7
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 estimated fair value of the Private Placement Warrants for the nine months ended September 30, 2022 (amounts in thousands):


Balance, January 1, 2022	$	137
Change in fair value		(115	)
Balance, September 30, 2022	$	22

Prepaid Expenses and Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2022

Prepaid Expenses and Accrued Expenses [Abstract]

Schedule of Accrued Expenses

The Company’s accrued expenses consisted of the following as of the dates indicated (amounts in thousands):


	September 30, 2022		December 31, 2021
Taxes (primarily sales tax)	$	9,895	$	-
Legal		389		100
Accounting and audit		238		153
Other		204		4
Total accrued expenses	$	10,726	$	257

Cryptocurrencies (Tables)

9 Months Ended

Sep. 30, 2022

CryptocurrenciesAbstract

Schedule of Cryptocurrencies

The following table presents information about the Company’s cryptocurrencies (Bitcoin) (amounts in thousands):


Balance, December 31, 2021	$	-
Cryptocurrencies received from equity investees		3,139
Proceeds from sale of cryptocurrencies		(23	)
Realized gain on sale of cryptocurrencies		6
Impairment of cryptocurrencies		(859	)
Balance, September 30, 2022	$	2,263

Deposits on Equipment (Tables)

9 Months Ended

Sep. 30, 2022

Disclosure Deposits On Equipment [Abstract]

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


Vendor	Agreement Dates	Original Maximum Purchase Commitment*		Open Purchase Commitment		Deposits Paid		Expected Shipping for Open Purchase Commitments
Bitmain Technologies Limited**	August 20, 2021 and August 30, 2021	$	171,135	$	55,500	$	55,500	October 2022 - December 2022
SuperAcme Technology (Hong Kong)/*	May 6, 2022		222,401		222,401		101,819	October 2022 - December 2022
Bitfury USA and other vendors (primarily for BBACs)****	Various				57,173		42,715
Total				$	335,074	$	200,033

__________

* Maximum purchase commitment does not consider discounts that the Company may qualify for with the respective vendors, which could reduce the total cost.

*** See Note 15 for information regarding a supplementary agreement entered into on November 4, 2022 with SuperAcme.

****See Notes 9 and 15 for additional information regarding payments for BBACs.

Security Deposits (Tables)

9 Months Ended

Sep. 30, 2022

Deposit Assets Disclosure [Abstract]

Schedule of Security Deposits Consisted

Security deposits are shown in the table below as of the dates indicated (amounts in thousands):


	September 30, 2022		December 31, 2021
Luminant Power Purchase Agreement Independent Collateral Amount (see Note 9)	$	6,277	$	6,277
Luminant Purchase and Sale Agreement collateral (see Note 9)		3,063		3,063
Office lease security deposit		960		922
Other deposits		1,155		90
Total security deposits	$	11,455	$	10,352

Investment in Equity Investees (Tables)

9 Months Ended

Sep. 30, 2022

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Activity in Investment in Equity Investee

in investment in equity investee during the nine months ended September 30, 2022 consisted of the following (amounts in thousands):


Balance, December 31, 2021	$	-
Cost of miners and mining equipment contributed, net of losses recognized upon contribution		74,384
Sales taxes to be paid by Cipher on behalf of equity investee		5,316
Accretion of basis difference		821
Legal costs related to formation of joint ventures reclassified from deferred investment costs		174
Capital distributions		(43,291	)
Cryptocurrencies received from equity investee		(3,139	)
Equity in net loss of equity investee		(2,574	)
Balance, September 30, 2022	$	31,690

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Schedule of Supplemental Information Related to Lease

Supplemental information related to the lease was as follows (dollar amounts in thousands):


	Nine Months Ended
	September 30, 2022
Operating cash flows - operating leases	$	395
Right-of-use assets obtained in exchange for operating lease liabilities	$	5,859
Weighted-average remaining lease term – operating leases (in years)		4.7
Weighted-average discount rate – operating leases		10.9	%

Schedule of Future Minimum Operating Lease Payments

As of September 30, 2022, future minimum operating lease payments during the next five years are as follows (amounts in thousands):


Remaining Period Ended December 31, 2022	$	395
Year Ended December 31, 2023		1,581
Year Ended December 31, 2024		1,581
Year Ended December 31, 2025		1,581
Year Ended December 31, 2026		1,581
Year Ended December 31, 2027		659
Total		7,378
Less present value discount		(1,614	)
Operating lease liabilities	$	5,764

Share-based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of Share-based Compensation Expense

The Company recognized total share-based compensation for the following categories of awards during the periods indicated (amounts in thousands):


	Three Months Ended		Nine Months Ended
	September 30, 2022		September 30, 2022
Service-Based RSUs	$	7,078	$	19,936
Performance-Based RSUs		3,416		10,136
Total share-based compensation expense	$	10,494	$	30,072

Service-Based RSUs

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Summary of Unvested RSU Activity

A summary of the Company's unvested Service-Based RSU activity for the nine months ended September 30, 2022 is shown below:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested at January 1, 2022		6,798,238		$	8.04
Granted		9,108,086			1.90
Forfeited		(205,048	)		6.34
Vested		(1,802,123	)		7.55
Unvested at September 30, 2022		13,899,153		$	4.10

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

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


	September 30, 2022		September 30, 2021
Public Warrants		8,499,980		8,500,000
Private Placement Warrants		114,000		114,000
Unvested RSUs		15,364,457		-
		23,978,437		8,614,000

Organization and Business - Additional Information (Detail)		1 Months Ended		3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 21, 2022 USD ($)	Jul. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2022 USD ($) Mining $ / shares	Sep. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) Mining $ / shares	Dec. 31, 2021 USD ($) $ / shares	Jun. 30, 2021 USD ($)	Jan. 31, 2021 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value \| $ / shares				$ 0.001			$ 0.001	$ 0.001
Net losses				$ 59,292,000	$ (2,421,000)	$ (3,082,000)	$ 12,574,000
Cash flow used in operations						27,100,000	8,891,000
Cash and cash equivalents				28,111,000	282,277,000	282,277,000	28,111,000	$ 209,841,000
Stockholders' equity			$ 313,339,000	383,100,000	$ 379,979,000	379,979,000	383,100,000	353,531,000	$ (664,000)	$ (3,000)
Accumulated deficit				59,582,000			59,582,000	72,156,000
Deposits on equipment						$ 74,346,000	184,095,000
Aggregate amount of offering price to be received	$ 500,000,000.0
Deposits on equipment, primarily for miners				200,033,000			200,033,000	$ 114,857,000
At the Market Offering Agreement \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate amount of offering price to be received	$ 250,000,000.0
Alborz Facility
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total cost of equipment transferred from deposits on equipment				$ 93,200,000			$ 93,200,000
Number of miners and other mining equipment \| Mining				12,953			12,953
Loss on contribution of equipment		$ 7,200,000	$ 11,600,000
Bitfury Top HoldCo
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Ownership percentage				81.60%			81.60%
Common stock, par value \| $ / shares				$ 0.001			$ 0.001

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands			3 Months Ended	9 Months Ended
	Aug. 26, 2022	Feb. 28, 2022	Sep. 30, 2022	Sep. 30, 2022
Property, Plant and Equipment [Line Items]
Impairment of cryptocurrencies			$ 320	$ 859
ASU 2021-04
Property, Plant and Equipment [Line Items]
Change in accounting principle, accounting standards update, adoption date			Jan. 01, 2022	Jan. 01, 2022
Change in accounting principle, accounting standards update, adoption			true	true
Change in accounting principle, accounting standards update, immaterial effect [true false]			true	true
ASU 2019-12
Property, Plant and Equipment [Line Items]
Change in accounting principle, accounting standards update, adoption date			Jan. 01, 2022	Jan. 01, 2022
Change in accounting principle, accounting standards update, adoption			true	true
Change in accounting principle, accounting standards update, immaterial effect [true false]			true	true
Luminant Power Agreement
Property, Plant and Equipment [Line Items]
Effective agreement date for scheduled amount of energy				Jul. 01, 2022
Sale of electricity back to ERCOT			$ 1,700
Luminant Power Agreement \| Luminant ET Services Company LLC
Property, Plant and Equipment [Line Items]
Definitive power purchase agreement date				Jun. 23, 2021
Definitive power purchase agreement amendment date				Jul. 09, 2021
Definitive power purchase agreement further amendment date	Aug. 26, 2022	Feb. 28, 2022
Term of power agreement				5 years
Office and Computer Equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets				3 years
Miners and Mining Equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets				5 years
Software
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets				3 years
Construction in Progress
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets				5 years
Minimum
Property, Plant and Equipment [Line Items]
Percentage of ownership in the voting stock of investee			20.00%	20.00%
Percentage of ownership interest in certain partnership unincorporated joint ventures and limited liability			3.00%	3.00%
Maximum
Property, Plant and Equipment [Line Items]
Percentage of ownership in the voting stock of investee			50.00%	50.00%
Percentage of ownership interest in certain partnership unincorporated joint ventures and limited liability			5.00%	5.00%

Summary of Significant Accounting Policies - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	$ 40,767	$ 5,129
Less: accumulated depreciation	(16)	(5)
Property and equipment, net	40,751	5,124
Office and Computer Equipment
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	88	60
Software
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	392
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	69
Miners and Mining Equipment
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	26
Construction in Progress
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	$ 40,192	$ 5,069

Summary of Significant Accounting Policies - Schedule of Reconciliation of Numerator and Denominator of the Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Earnings Per Share Reconciliation [Abstract]
Net income (loss)	$ 59,292	$ (2,421)	$ (3,082)	$ 12,574
Weighted average shares outstanding - basic	247,508,745	217,644,991	206,708,013	248,461,373
RSUs	833,455			321,292
Weighted average shares outstanding - diluted	248,342,200	217,644,991	206,708,013	248,782,665
Net income (loss) per share - basic	$ 0.24	$ (0.01)	$ (0.01)	$ 0.05
Net income (loss) per share - diluted	$ 0.24	$ (0.01)	$ (0.01)	$ 0.05

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

- Definition

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

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+ Details

Summary of Significant Accounting Policies - Computation of Diluted Net Income (Loss) Per Common Share (Details) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share	23,978,437	8,614,000
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share	8,499,980	8,500,000
Private Placement Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share	114,000	114,000
Unvested RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share	15,364,457

Fair Value Measurements - Summary of Financial Assets And Liabilities Measurement on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Assets included in:
Derivative asset	$ 78,880
Assets, fair value	89,991	$ 101,004
Liabilities:
Liabilities, fair value	22	137
Level 1
Assets included in:
Assets, fair value	11,111	101,004
Level 3
Assets included in:
Derivative asset	78,880
Assets, fair value	78,880
Liabilities:
Liabilities, fair value	22	137
Warrant Liability
Liabilities:
Liabilities, fair value	22	137
Warrant Liability \| Level 3
Liabilities:
Liabilities, fair value	22	137
Money Market Securities
Assets included in:
Cash and cash equivalents	11,111	101,004
Money Market Securities \| Level 1
Assets included in:
Cash and cash equivalents	$ 11,111	$ 101,004

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions				3 Months Ended	9 Months Ended
	Sep. 30, 2022	Aug. 26, 2022	Jul. 01, 2022	Sep. 30, 2022	Sep. 30, 2022
Luminant Power Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amount received from Power Agreement		$ 5.1		$ 5.1
Proceeds from power sales				$ 1.7	$ 1.7
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Percentage of discount rate utilized	7.39%		7.19%
Change in fair value					$ 0.3
Level 3 \| Luminant Power Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative term of contract			5 years

Fair Value Measurements - Summary of Change in Estimated Fair Value of Derivative Asset (Details) - Level 3 $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value	$ 300
Derivative Asset
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value on derivative asset effective date	83,610
Proceeds from reduction of scheduled power	(5,056)
Change in fair value	326
Balance, end of period	$ 78,880

Fair Value Measurements - Summary of Assumptions Utilized in Valuations of Private Placement Warrants (Details) - Private Placement Warrants	Sep. 30, 2022	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Term	3 years 10 months 24 days	4 years 8 months 12 days
Risk-free Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private placement warrants, Measurement input	4.08	1.20
Dividend Yield Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private placement warrants, Measurement input	0.00	0.00
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private placement warrants, Measurement input	78.2	58.8
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 $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Balance, beginning of period	$ 137
Change in fair value	(115)
Balance, end of period	$ 22

Prepaid Expenses and Accrued Expenses - Additional Information (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Prepaid Expenses and Accrued Expenses [Abstract]
Prepaid expenses and other current assets	$ 8,276	$ 13,819

Prepaid Expenses and Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accrued Expenses [Abstract]
Taxes (primarily sales tax)	$ 9,895	$ 0
Legal	389	100
Accounting and audit	238	153
Other	204	4
Total accrued expenses	$ 10,726	$ 257

Cryptocurrencies - Schedule of Cryptocurrencies (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
CryptocurrenciesAbstract
Balance, December 31, 2021		$ 0
Cryptocurrencies received from equity method investment		3,139
Proceeds from sale of cryptocurrencies		(23)
Realized gain on sale of cryptocurrencies	$ 6	6
Impairment of cryptocurrencies	(320)	(859)
Balance, September 30, 2022	$ 2,263	$ 2,263

Cryptocurrencies - Additional Information (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)
CryptocurrenciesAbstract
Fair market value of Bitcoin in level 1 input	$ 2,400	$ 2,400
Impairment charges on cryptocurrency	$ 320	$ 859

Deposits on Equipment - Additional Information (Details)	1 Months Ended		8 Months Ended	9 Months Ended
	Jul. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) Antminer Containers Mining	May 06, 2022 USD ($) Antminer	Apr. 08, 2022 USD ($)	Sep. 02, 2021 USD ($)
Property, Plant and Equipment [Line Items]
Description of purchase agreements				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”).
Deposits on equipment			$ 74,346,000	$ 184,095,000
Alborz Facility
Property, Plant and Equipment [Line Items]
Total cost of equipment transferred from deposits on equipment				$ 93,200,000
Number of miners and other mining equipment \| Mining				12,953
Loss on contribution of equipment	$ 7,200,000	$ 11,600,000
Bitmain Technologies Limited
Property, Plant and Equipment [Line Items]
Number of miners to be purchased \| Antminer				27,000
SuperAcme Technology (Hong Kong)
Property, Plant and Equipment [Line Items]
Number of miners to be purchased \| Antminer				60,000
Amended SuperAcme Agreement \| SuperAcme Technology (Hong Kong)
Property, Plant and Equipment [Line Items]
Number of miners to be purchased \| Antminer					60,000
Deposit paid					$ 0
Original SuperAcme Agreement \| SuperAcme Technology (Hong Kong)
Property, Plant and Equipment [Line Items]
Deposit paid							$ 22,200,000
Bitfury Top HoldCo
Property, Plant and Equipment [Line Items]
Deposit paid				$ 10,000,000.0		$ 10,000,000.0
Bitfury USA Inc
Property, Plant and Equipment [Line Items]
Number of block box air cooled containers to be purchased \| Containers				240
Maximum \| Bitfury Top HoldCo
Property, Plant and Equipment [Line Items]
Number of miners to be purchased \| Mining				56,000
Minimum \| Bitfury Top HoldCo
Property, Plant and Equipment [Line Items]
Number of miners to be purchased \| Mining				28,000

Deposits on Equipment - Schedule of Purchase Agreement Commitments, Deposits Paid and Expected Delivery Timing (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Open Purchase Commitment	$ 335,074
Deposits Paid	200,033	$ 114,857
Bitmain Technologies Limited
Property Plant And Equipment [Line Items]
Original Maximum Purchase Commitment	171,135
Open Purchase Commitment	55,500
Deposits Paid	$ 55,500
Expected Shipping for Open Purchase Commitment Starting Month and Year	2022-10
Expected Shipping for Open Purchase Commitment Ending Month and Year	2022-12
Bitmain Technologies Limited \| Agreement One
Property Plant And Equipment [Line Items]
Agreement Dates	Aug. 20, 2021
Bitmain Technologies Limited \| Agreement Two
Property Plant And Equipment [Line Items]
Agreement Dates	Aug. 30, 2021
SuperAcme Technology (Hong Kong)
Property Plant And Equipment [Line Items]
Agreement Dates	May 06, 2022
Original Maximum Purchase Commitment	$ 222,401
Open Purchase Commitment	222,401
Deposits Paid	$ 101,819
Expected Shipping for Open Purchase Commitment Starting Month and Year	2022-10
Expected Shipping for Open Purchase Commitment Ending Month and Year	2022-12
Bitfury USA Inc. and Other Vendors (Primarily for BBACs)
Property Plant And Equipment [Line Items]
Open Purchase Commitment	$ 57,173
Deposits Paid	$ 42,715

Security Deposits - Schedule of Security Deposits Consisted (Detail) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Office lease security deposit	$ 960	$ 922
Other deposits	1,155	90
Total security deposits	11,455	10,352
Luminant Power Purchase Agreement Independent
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collateral amount	6,277	6,277
Luminant Purchase and Sale Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collateral amount	$ 3,063	$ 3,063

Investment in Equity Investees - Additional Information (Details) $ in Millions	1 Months Ended		3 Months Ended	9 Months Ended
	Jul. 31, 2022 USD ($) Mining	Jun. 30, 2022 USD ($) Mining	Sep. 30, 2022 USD ($) Mining	Sep. 30, 2022 USD ($) Mining
Schedule of Equity Method Investments [Line Items]
Percentage of development fee payment				50.00%
Percentage of share in gross revenue payment by joint venture.				50.00%
Miners and Mining Equipment
Schedule of Equity Method Investments [Line Items]
Estimated useful lives of assets				5 years
Alborz Facility
Schedule of Equity Method Investments [Line Items]
Number of miners and other mining equipment \| Mining			12,953	12,953
Loss on contribution of equipment	$ 7.2	$ 11.6
Alborz Facility \| Loss on Investment
Schedule of Equity Method Investments [Line Items]
Number of miners contributed fair market value below cost \| Mining	2,375	6,629
Wind H Q
Schedule of Equity Method Investments [Line Items]
Development fee percentage on capital expenditure				2.00%
Percentage of development fee payment				50.00%
Payable fee percentage on gross revenue				2.00%
Percentage of share in gross revenue payment by joint venture.				50.00%
Alborz LLC
Schedule of Equity Method Investments [Line Items]
Company's share of equity method investment loss			$ 1.9	$ 2.6
Loss on contribution of equipment			$ 7.2	$ 18.8
Alborz LLC \| Miners and Mining Equipment
Schedule of Equity Method Investments [Line Items]
Estimated useful lives of assets				5 years
Initial Data Center L L C
Schedule of Equity Method Investments [Line Items]
Percentage of interest in joint venture				49.00%
Initial Data Center L L C \| Wind H Q
Schedule of Equity Method Investments [Line Items]
Percentage of interest in joint venture				51.00%
Future Date Center LLC \| Maximum
Schedule of Equity Method Investments [Line Items]
Expected percentage of interest in future joint venture				49.00%
Future Date Center LLC \| Wind H Q \| Maximum
Schedule of Equity Method Investments [Line Items]
Expected percentage of interest in future joint venture				51.00%

Investment in Equity Investees - Schedule of Activity in Investment in Equity Investee (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Equity Method Investments and Joint Ventures [Abstract]
Cost of miners and mining equipment contributed, net of losses recognized upon contribution	$ 74,384
Sales taxes to be paid by Cipher on behalf of equity investees	5,316
Accretion of basis difference	821
Legal costs related to formation of joint ventures reclassified from deferred investment costs	174
Capital distributions	(43,291)
Cryptocurrencies received from equity method investment	(3,139)
Equity in net loss of equity investee	(2,574)
Balance, September 30, 2022	$ 31,690

Related Party Transactions - Additional Information (Details)			3 Months Ended	9 Months Ended	12 Months Ended
	Oct. 01, 2022 USD ($)	Apr. 08, 2022 USD ($) shares	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($) Containers $ / MW MW	Dec. 31, 2021 USD ($)
Related Party Transaction [Line Items]
Deposits on equipment			$ 200,033,000	$ 200,033,000	$ 114,857,000
Related party accounts payable			3,216,000	$ 3,216,000
Master Services and Supply Agreement
Related Party Transaction [Line Items]
Agreement, date of commencement				Aug. 26, 2021
Agreement, initial term				84 months
Agreement, auto renewal period				12 months
Bitfury Top HoldCo
Related Party Transaction [Line Items]
Deposit paid		$ 10,000,000.0	10,000,000.0	$ 10,000,000.0
Bitfury Top HoldCo \| Master Services and Supply Agreement
Related Party Transaction [Line Items]
Onsite service fee percentage calculation, description				Bitfury Top HoldCo’s “onsite” services fee would be calculated on a straight cost +5% basis (plus applicable duties and taxes)
Management fee range in megawatts \| MW				445
Management fee per megawatt up to four forty five megawatt \| $ / MW				1,000
Management fee per megawatt above four forty five megawatt \| $ / MW				450
Capped amount per month				$ 200,000
Bitfury Top HoldCo \| Purchase Agreement
Related Party Transaction [Line Items]
Percentage of service fee					7.00%
Amount reimbursed to related party excluding service fee					$ 2,400,000
Bitfury Top HoldCo \| Waiver Agreements
Related Party Transaction [Line Items]
Agreement provides cancellation of common shares \| shares		2,890,173
Bitfury Top HoldCo \| Deposits on Equipment \| Purchase Agreement
Related Party Transaction [Line Items]
Amount reimbursed to related party including service fee					2,500,000
Bitfury Top HoldCo \| Construction in Progress \| Purchase Agreement
Related Party Transaction [Line Items]
Amount reimbursed to related party including service fee					100,000
Bitfury USA Inc
Related Party Transaction [Line Items]
Payment for manufacturing services on behalf of related party			11,000,000.0
Number of block box air cooled containers to be purchased \| Containers				240
Additional invoices recorded including service fee			1,800,000
Bitfury USA Inc \| Subsequent Event
Related Party Transaction [Line Items]
Payment for manufacturing services on behalf of related party	$ 2,100,000
Bitfury USA Inc \| Purchase Agreement
Related Party Transaction [Line Items]
Contruction in progress			2,700,000	$ 2,700,000
Additional invoices recorded			1,700,000
Percentage of service fee owed				7.00%
Bitfury USA Inc \| Purchase Agreement \| Subsequent Event
Related Party Transaction [Line Items]
Additional invoices recorded	$ 1,700,000
Bitfury USA Inc \| Deposits on Equipment \| Purchase Agreement
Related Party Transaction [Line Items]
Payment to related party				$ 21,700,000
Deposits on equipment			21,900,000	21,900,000	$ 5,100,000
Bitfury Entities \| Purchase Agreement
Related Party Transaction [Line Items]
Related party accounts payable			3,200,000	3,200,000
Data Center LLCs
Related Party Transaction [Line Items]
Related party receivable			$ 700,000	$ 700,000

Leases - Additional Information (Details) - USD ($)	3 Months Ended	9 Months Ended
Leases - Additional Information (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2022
Leases [Abstract]
Lease initial term		64 months
Lease commencement period		Feb. 01, 2022
Rent expense	$ 400,000	$ 1,000,000.0
Variable lease costs		0
Short-term lease costs	$ 100,000	$ 100,000

Leases - Schedule of Supplemental Information Related to Lease (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Leases [Abstract]
Operating cash flows - operating leases	$ 395
Right-of-use asset obtained in exchange for operating lease liability	$ 5,859
Weighted-average remaining lease term - operating leases (in years)	4 years 8 months 12 days
Weighted-average discount rate - operating leases	10.90%

Leases - Schedule of Future Minimum Operating Lease Payments (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases [Abstract]
Remaining Period Ended December 31, 2022	$ 395
Year Ended December 31, 2023	1,581
Year Ended December 31, 2024	1,581
Year Ended December 31, 2025	1,581
Year Ended December 31, 2026	1,581
Year Ended December 31, 2027	659
Total	7,378
Less present value discount	(1,614)
Operating lease liabilities	$ 5,764

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Jul. 09, 2021
Affiliates of Luminant ET Services Company LLC
Loss Contingencies [Line Items]
Lease agreement date	Jun. 29, 2021
Lease amendment and restatement date	Jul. 09, 2021
Purchase and sale agreement date	Jun. 28, 2021
Amendment and restatement date on purchase and sale agreement	Jul. 09, 2021
Luminant Power Agreement
Loss Contingencies [Line Items]
Required collateral amount for power purchase agreement			$ 12.6
Independent collateral amount paid	$ 6.3	$ 6.3
Payment of independent collateral amount description	Half, or approximately $6.3 million, of the Independent Collateral Amount was paid to Luminant on September 1, 2021 and is recorded in security deposits on the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021.
Luminant Purchase and Sale Agreement \| Security Deposits
Loss Contingencies [Line Items]
Collateral amount	$ 3.1	$ 3.1
Standard Power Arrangement
Loss Contingencies [Line Items]
Standard power hosting agreement date	Feb. 03, 2021
Term of power agreement	5 years
Renewal term period of power agreement.	5 years
Agreement term description	The Standard Power Hosting Agreement provides for a term of five years with automatic five-year renewal provisions.
Combined Luminant Lease Agreements
Loss Contingencies [Line Items]
Effective start date of lease agreement	Aug. 27, 2021
Lease agreement period	5 years
Principal and interest due over period	5 years
Estimated undiscounted principal payments	$ 13.1

Stockholders' Equity - Additional Information (Detail) - USD ($)			3 Months Ended	9 Months Ended
	Sep. 21, 2022	Apr. 08, 2022	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Aug. 27, 2021
Shares authorized			510,000,000	510,000,000
Share par value			$ 0.001	$ 0.001
Common stock, shares authorized			500,000,000	500,000,000	500,000,000
Preferred stock, shares authorized			10,000,000	10,000,000	10,000,000
Common stock voting rights				one vote
Aggregate amount of offering price to be received	$ 500,000,000.0
Shelf registration statement effective date	Oct. 06, 2022
Public Warrants
Warrant outstanding						8,500,000
Private Placement Warrants
Warrant outstanding						114,000
Common Stock \| Public Warrants
Warrant outstanding	8,499,978
Common Stock \| Private Placement Warrants
Warrant outstanding	114,000
Maximum \| Common Stock
Shares to be offered for sale by selling security holders	23,265,565
Maximum \| Common Stock \| Public Warrants
Shares of common stock issuable upon exercise of warrants	8,499,978
Maximum \| Common Stock \| Private Placement Warrants
Shares of common stock issuable upon exercise of warrants	114,000
Maximum \| Warrants
Warrants to be offered for sale by selling security holder	85,500
At the Market Offering Agreement \| Maximum
Aggregate amount of offering price to be received	$ 250,000,000.0
Percentage of agent commission	3.00%
Bitfury Top HoldCo
Agreement provides cancellation of common shares		2,890,173
Deposit paid		$ 10,000,000.0
Restricted Stock Units
Repurchase of common stock related to tax withholding settlement			13,193	672,424

Warrants - Additional Information (Details) - $ / shares	Sep. 30, 2022	Aug. 27, 2021
Subsidiary Sale Of Stock [Line Items]
Number of common stock entitled to purchase	1
Exercise price of warrants	$ 11.50
Private Placement Warrants
Subsidiary Sale Of Stock [Line Items]
Warrant outstanding		114,000
Public Warrants
Subsidiary Sale Of Stock [Line Items]
Warrant outstanding		8,500,000

Share-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		9 Months Ended
	Aug. 27, 2021	Sep. 30, 2022	Jan. 01, 2022	Dec. 31, 2021
Minimum
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Vesting period		3 years
Maximum
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Vesting period		4 years
Common Stock
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation arrangement by share-based payment award, description		Initially, up to 19,869,312 shares of Common Stock were 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.
Service-Based RSUs
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Unrecognized compensation expense		$ 35.5
Unrecognized compensation expense, weighted-average vesting period		1 year 9 months 18 days
Share-based compensation award vest upon achievement of maximum market capitalization		$ 10,000.0
Number of unvested shares		13,899,153		6,798,238
Weighed average grant date fair value		$ 4.10		$ 8.04
Performance-Based RSUs
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Unrecognized compensation expense		$ 21.2
Unrecognized compensation expense, weighted-average vesting period		1 year 8 months 12 days
Number of unvested shares		4,257,710
Weighed average grant date fair value		$ 7.76
Equity Incentive Plan
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Maximum percentage of annual increase in shares available for incentive plan to outstanding common stock	3.00%
Equity Incentive Plan \| Common Stock \| Maximum
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Number of shares available for issuance of awards	19,869,312
Incentive Award Plan \| Common Stock
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Number of shares available for issuance of awards		1,638,142
Number of shares available for issuance of awards increase (decrease)			7,478,382
Incentive Award Plan \| Performance-Based RSUs \| Tranche One \| CEO
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation award vest upon achievement of maximum market capitalization		$ 5,000.0
Award lookback period		30 days
Incentive Award Plan \| Performance-Based RSUs \| Tranche Two \| CEO
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation award vest upon achievement of maximum market capitalization		$ 7,500.0
Award lookback period		30 days
Incentive Award Plan \| Performance-Based RSUs \| Tranche Three \| CEO
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation award vest upon achievement of maximum market capitalization		$ 10,000.0
Award lookback period		30 days

Share-based Compensation - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 10,494	$ 30,072
Service-Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	7,078	19,936
Performance-Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 3,416	$ 10,136

Share-based Compensation - Summary of Unvested RSU Activity (Details) - Service-Based RSUs	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares, Unvested, Beginning \| shares	6,798,238
Number of Shares, Granted \| shares	9,108,086
Number of Shares, Forfeited \| shares	(205,048)
Number of Shares, Vested \| shares	(1,802,123)
Number of Shares, Unvested, Ending \| shares	13,899,153
Weighted Average Grant Date Fair Value, Unvested, Beginning \| $ / shares	$ 8.04
Weighted Average Grant Date Fair Value, Granted \| $ / shares	1.90
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	6.34
Weighted Average Grant Date Fair Value, Vested \| $ / shares	7.55
Weighted Average Grant Date Fair Value, Unvested, Ending \| $ / shares	$ 4.10

Subsequent Events - Additional Information (Details)					1 Months Ended	3 Months Ended	9 Months Ended
Subsequent Events - Additional Information (Details)	Nov. 04, 2022 USD ($) Mining	Oct. 26, 2022 USD ($)	Oct. 01, 2022 USD ($)	Aug. 26, 2022 USD ($)	Oct. 31, 2022 USD ($) Mining	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)
Subsequent Event [Line Items]
Change in fair value of derivative asset						$ 85,658,000	$ 85,658,000
Luminant Power Agreement
Subsequent Event [Line Items]
Proceeds from power sales						1,700,000	$ 1,700,000
Amount received from Power Agreement				$ 5,100,000		5,100,000
Bitfury USA Inc
Subsequent Event [Line Items]
Payment for manufacturing services on behalf of related party						$ 11,000,000.0
Subsequent Event \| Bear Facility and Chief Facility
Subsequent Event [Line Items]
Number of miners contributed fair market value below cost \| Mining					6,500
Loss on contribution of equipment					$ 15,000,000
Subsequent Event \| SuperAcme Technology (Hong Kong)
Subsequent Event [Line Items]
Number of miners delivered \| Mining	17,833
Aggregate value	$ 53,600,000
Advance Payments	101,800,000
Remaining balance payable for purchase of miners	$ 48,200,000
Subsequent Event \| Luminant Power Agreement
Subsequent Event [Line Items]
Amount received from Power Agreement		$ 0
Subsequent Event \| Bitfury USA Inc
Subsequent Event [Line Items]
Payment for manufacturing services on behalf of related party			$ 2,100,000
Subsequent Event \| Bitfury USA Inc \| Master Services and Supply Agreement
Subsequent Event [Line Items]
Reduction of accounts payable, related party			$ (2,100,000)