0000950170-23-007793 | 10-K | XBRL Viewer

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Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2022	Mar. 07, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Document Transition Report	false
Entity File Number	001-39625
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 $.001 per share
Trading Symbol	CIFR
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 56.7
Entity Common Stock, Shares Outstanding		248,626,631
Documents Incorporated by Reference [Text Block]	DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s definitive Proxy Statement relating to its 2023 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated herein by reference in Part III of this Annual Report on Form 10-K where indicated
Auditor Firm ID	688
Auditor Name	Marcum LLP
Auditor Location	San Francisco, CA
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

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 11,927	$ 209,841
Accounts receivable	98
Receivables, related party	1,102
Prepaid expenses and other current assets	7,254	13,819
Bitcoin	6,283
Derivative asset	21,071
Total current assets	47,735	223,660
Property and equipment, net	191,784	5,124
Deposits on equipment	73,018	114,857
Investment in equity investees	37,478
Derivative asset	45,631
Operating lease right-of-use asset	5,087
Security deposits	17,730	10,352
Deferred investment costs		174
Total assets	418,463	354,167
Current liabilities
Accounts payable	14,286	242
Accounts payable, related party	3,083
Accrued expenses and other current liabilities	19,353	257
Finance lease liability, current portion	2,567
Operating lease liability, current portion	1,030
Warrant liability	7
Total current liabilities	40,326	499
Asset retirement obligation	16,682
Finance lease liability	12,229
Operating lease liability	4,494
Deferred tax liability	1,840
Warrant liability		137
Total liabilities	75,571	636
Commitments and contingencies (Note 14)
Stockholders' equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of December 31, 2022 and 2021
Common stock, $0.001 par value, 500,000,000 shares authorized, 251,095,305 and 252,131,679 shares issued as of December 31, 2022 and 2021, respectively, and 247,551,958 and 249,279,420 shares outstanding as of December 31, 2022 and 2021, respectively	251	252
Additional paid-in capital	453,854	425,438
Accumulated deficit	(111,209)	(72,156)
Treasury stock, at par, 3,543,347 and 2,852,259 shares at December 31, 2022 and 2021, respectively	(4)	(3)
Total stockholders' equity	342,892	353,531
Total liabilities and stockholders' equity	$ 418,463	$ 354,167

CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Dec. 31, 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	251,095,305	252,131,679
Common stock, shares outstanding	247,551,958	249,279,420
Treasury stock, shares	3,543,347	2,852,259

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Income Statement [Abstract]
Revenue - bitcoin mining		$ 3,037
Costs and operating expenses (income)
Cost of revenue		748
General and administrative	$ 72,147	70,836
Depreciation	5	4,378
Change in fair value of derivative asset		(73,479)
Power sales		(458)
Equity in losses of equity investees		36,972
Realized gain on sale of bitcoin		(6)
Impairment of bitcoin		1,467
Total costs and operating expenses	72,152	40,458
Operating loss	(72,152)	(37,421)
Other income (expense)
Interest income	4	215
Interest expense	(27)	(137)
Change in fair value of warrant liability	22	130
Total other income (expense)	(1)	208
Loss before taxes	(72,153)	(37,213)
Provision for income taxes	0	(1,840)
Net loss	$ (72,153)	$ (39,053)
Net loss per share - basic	$ (0.33)	$ (0.16)
Net loss per share - diluted	$ (0.33)	$ (0.16)
Weighted average shares outstanding - basic	218,026,424	248,227,458
Weighted average shares outstanding - diluted	218,026,424	248,227,458

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Common Stock	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 $40.6 million	385,168	$ 46	385,122
Business Combination, net of redemptions and equity issuance costs of $40.6 million, Shares		46,381,119
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	(23,246)	$ 6	(23,249)	$ (3)
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement, Shares		5,750,560		(2,852,259)
Share-based compensation	63,765		63,765
Net loss	(72,153)				(72,153)
Ending balance at Dec. 31, 2021	$ 353,531	$ 252	425,438	$ (3)	(72,156)
Ending balance, Shares at Dec. 31, 2021	252,131,679	252,131,679		(2,852,259)
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	$ (3,090)	$ 2	(3,091)	$ (1)
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement, Shares		1,853,779		(691,088)
Share-based compensation	41,504		41,504
Warrants exercised, shares		20
Common stock cancelled	(10,000)	$ (3)	(9,997)
Common stock cancelled, Shares		(2,890,173)
Net loss	(39,053)				(39,053)
Ending balance at Dec. 31, 2022	$ 342,892	$ 251	$ 453,854	$ (4)	$ (111,209)
Ending balance, Shares at Dec. 31, 2022	251,095,305	251,095,305		(3,543,347)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parentheticals) $ in Millions	11 Months Ended
	Dec. 31, 2021 USD ($)
Statement of Stockholders' Equity [Abstract]
Redemption and equity issuance cost	$ 40.6

CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Cash flows from operating activities
Net loss	$ (72,153)	$ (39,053)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	5	4,378
Amortization of right-of-use assets		772
Share-based compensation	63,765	41,504
Equity in losses of equity investees		36,972
Impairment of bitcoin		1,467
Non-cash lease expense		137
Income tax expense	0	1,840
Bitcoin received as payment for services		(2,939)
Change in fair value of derivative asset		(73,479)
Change in fair value of warrant liability	(22)	(130)
Realized gain on sale of bitcoin		(6)
Changes in assets and liabilities:
Proceeds from power sales		1,721
Proceeds from reduction of scheduled power		5,056
Proceeds from sale of Bitcoin		23
Accounts receivable		(98)
Receivables, related party		(1,102)
Prepaid expenses and other current assets	(13,385)	6,433
Security deposits	(10,352)	(7,378)
Accounts payable	222	892
Accounts payable, related party		1,530
Accrued expenses	254	748
Lease liabilities		(203)
Net cash used in operating activities	(31,666)	(20,915)
Cash flows from investing activities
Deposits on equipment	(114,856)	(188,103)
Purchases of property and equipment	(5,110)	(39,815)
Capital distributions from equity investees		54,009
Payments for deferred investment costs	(174)
Net cash used in investing activities	(120,140)	(173,909)
Cash flows from financing activities
Repurchase of common shares to pay employee withholding taxes	(23,246)	(3,090)
Business Combination, net of issuance costs paid	384,893
Proceeds from borrowings on related party loan	7,038
Repayments under related party loan	(7,038)
Net cash (used in) provided by financing activities	361,647	(3,090)
Net (decrease) increase in cash and cash equivalents	209,841	(197,914)
Cash and cash equivalents, beginning of the period		209,841
Cash and cash equivalents, end of the period	209,841	11,927
Supplemental disclosure of cash flow information
Cash paid for interest	27
Supplemental disclosure of noncash investing and financing activities
Equity method investment acquired for non-cash consideration		127,796
Reclassification of deposits on equipment to property and equipment		105,904
Initial estimate of asset retirement obligation and related capitalized costs		16,509
Right-of-use asset obtained in exchange for finance lease liability		14,998
Deposits on equipment in accounts payable, accounts payable, related party and accrued expenses		13,403
Property and equipment purchases in accounts payable and accounts payable, related party	18	13,994
Common stock cancelled		10,000
Right-of-use asset obtained in exchange for operating lease liability		5,859
Investment in equity investees in accrued expenses		5,316
Bitcoin received from equity investees		4,828
Finance lease costs in accrued expenses		339
Reclassification of deferred investment costs to investment in equity investees		174
Prepaid rent reclassified to operating lease liability		$ 132
Net assets assumed from GWAC in the Business Combination	433
Non-cash fair value of private warrants	$ 261

Organization and Business

12 Months Ended

Dec. 31, 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. (“CMTI”).

Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into CMTI, the separate corporate existence of Merger Sub ceasing and CMTI 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 CMTI’s operations.

On December 15, 2022, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, since the Company’s common stock (“Common Stock”) had closed below Nasdaq’s $1.00 per share minimum bid price requirement for 30 consecutive days, the Company was no longer in compliance with Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”) for continued listing. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had a period of 180 calendar days, or until June 13, 2023 (the “Compliance Date”), to regain compliance with the Minimum Bid Price Requirement. If at any time before the Compliance Date the bid price for the Common Stock closed at $1.00 per share or more for a minimum of 10 consecutive business days (unless Nasdaq exercised its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)), Nasdaq would provide written notification to the Company that it had regained compliance with the Minimum Bid Price Requirement. The Company received written notification from Nasdaq that it had regained compliance on February 3, 2023.

Business

The Company is an emerging technology company that develops and operates industrial scale bitcoin mining data centers. The Company operates or jointly operates four bitcoin mining data centers in the Texas including one wholly-owned data center and three partially-owned data centers that were acquired through investments in joint ventures. Bitcoin mining is the Company’s principal revenue generating business activity. The Company began deployment of capacity in the first quarter of 2022, with mining operations beginning at the partially-owned Alborz facility in February 2022 (the “Alborz Facility”). In August 2022, installation of the last mining rigs delivered to the Alborz Facility was completed. In October 2022, installation at the partially-owned Bear facility (the “Bear Facility”) and the partially-owned Chief facility (the “Chief Facility”) was also completed. In November 2022, the Company began bitcoin mining operations at the wholly-owned Odessa facility (the “Odessa Facility”) and is continuing to expand those operations.

CMTI 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”). 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 as of December 31, 2022, with sole voting and sole dispositive power over those shares and, as a result, Bitfury Top HoldCo has control of the Company as defined in Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”).

Risks and uncertainties

Liquidity, capital resources and limited business history

The Company has experienced net losses and negative cash flows from operations. As of December 31, 2022, the Company had approximate balances of cash and cash equivalents of $11.9 million, working capital of $7.4 million,

total stockholders’ equity of $342.9 million and an accumulated deficit of $111.2 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 year ended December 31, 2022 and the eleven months ended December 31, 2021, the Company paid $188.1 million and $114.9 million, respectively, of deposits for miners and mining equipment. As of December 31, 2022, the Company had contributed equipment with a total cost of $127.8 million related to its contributions of 12,953, 3,254 and 3,254 miners and other mining equipment to the Alborz Facility, Bear Facility and Chief Facility, respectively. The deposits for the contributed equipment were reclassified to investment in equity investees on the Company’s consolidated balance sheet, with the exception of losses totaling $33.4 million that were recognized by the Company in relation to miners contributed between June 2022 and October 2022 that had fair values at the time of the contributions that were less than the costs paid by the Company to obtain them. These losses were recognized in equity in losses of equity investees on the consolidated statement of operations during the year ended December 31, 2022. The Company also reclassified $79.9 million of deposits on equipment to property and equipment in connection with the receipt of 25,407 miners at the Odessa Facility.

As of December 31, 2022, the Company had $73.0 million of deposits on equipment on its consolidated balance sheet, primarily for deposits on miners. The Company currently does not have any outstanding amounts due associated with purchase commitments for miners; however, the Company expects to incur ongoing capital expenditures in the first half of 2023 related to the Odessa Facility that will require resources beyond the Company’s existing financial resources as of December 31, 2022. Management intends to continue with the infrastructure buildout at the Odessa Facility to get the site to full capacity in support of the Company’s current business plans. Management believes that the Company’s existing financial resources, combined with projected cash and bitcoin inflows from its data centers and its intent and ability to sell bitcoin received or earned, will be sufficient to enable the Company to meet its operating and capital requirements for at least 12 months from the date these consolidated financial statements are issued.

There is limited historical financial information about the Company upon which to base an evaluation of its performance. 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 may require additional capital to pursue certain business opportunities or respond to technological advancements, competitive dynamics or technologies, customer demands, challenges, acquisitions or unforeseen circumstances. Additionally, the Company has incurred and expects to continue to incur significant costs related to becoming a public company. Accordingly, the Company may 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, which may adversely affect the Company’s business plan.

As disclosed in Note 15, Stockholders’ Equity, on September 21, 2022, the Company entered into an at-the-market offering agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (the “Agent”), pursuant to which the Company may, from time to time, sell up to $250.0 million in shares of 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 consolidated financial statements.

Macroeconomic conditions: COVID-19 and other economic, business and political conditions

The Company’s 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 any epidemics, pandemics or disease outbreaks or other public health conditions. For example, the COVID-19 pandemic (“COVID-19”) that was declared on March 11, 2020 has caused significant economic dislocation in the United States (“U.S.”)

and globally as governments across the world, including the U.S., introduced measures aimed at preventing the spread of COVID-19. While most policies and regulations implemented by governments in response to COVID-19 have been lifted, they have had a significant impact, both directly and indirectly, on global business and commerce.

The Company may experience disruptions to its business operations resulting from supply 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, its ability to mine bitcoin will be adversely affected. There is no assurance that COVID-19 or any other pandemic, or other unfavorable global economic, business or political conditions, such as a rise in energy prices, a slowdown in the U.S. or international economy, high inflation rates or other factors, will not materially and adversely affect the Company's business, prospects, financial condition’ and operating results.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 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 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 Merger was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, GWAC was treated as the acquired company and CMTI was treated as the acquirer for financial statement reporting purposes.

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

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

•

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

•

the majority of the members of the board of directors of the Company (“Board”) are primarily composed of individuals associated with CMTI;

•

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

•

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

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

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

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth

companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of estimates

The preparation of financial statements in conformity with GAAP requires 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 consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates inherent in the preparation of the Company’s consolidated financial statements include, but are not limited to, those related to equity instruments issued in share-based compensation arrangements, valuations of its derivative asset and warrant liability, useful lives of property and equipment, the asset retirement obligation 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, the actual results could differ significantly from those estimates.

Change in fiscal year

CMTI assumed GWAC’s financial calendar for the combined entity beginning with the third fiscal quarter ended September 30, 2021 and its fiscal year for the eleven months ended December 31, 2021. This change to the fiscal year end was approved by the Board on September 23, 2021. CMTI’s fiscal year previously ended on January 31.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. The Company’s cash equivalents consist of funds held in money market accounts. The Company had $10.9 million and $101.0 million in cash equivalents as of December 31, 2022 and 2021, respectively.

Concentrations of credit risk

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

Accounts receivable

The Company’s accounts receivable balance consists of amounts due from its only customer, a mining pool operator. Amounts recorded in accounts receivable as of December 31, 2022 consist of the block rewards and

transaction fees earned the last day (last contract period) of the year, but not yet received from the mining pool operator. No allowance was recorded as of December 31, 2022.

Fair value of financial instruments

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

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

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

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

To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgement. Accordingly, the degree of judgement exercised by management in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The carrying values reported in the Company’s consolidated balance sheets for cash (excluding cash equivalents which are recorded at fair value on a recurring basis), accounts payable and accrued expenses and other current liabilities are reasonable estimates of their fair values due to the short-term nature of these items.

As of December 31, 2022, the Company had an embedded derivative asset in the accounts receivable recorded for the amount of block rewards and transaction fees earned the last day (last contract period) of the year. The derivative asset is classified within Level 1 of the fair value hierarchy because fair value is based on quoted prices in an active market. Changes in fair value of the derivative asset are presented within operating expense (income) in the consolidated statement of operations.

Refer to Note 18, Fair Value Measurements, for further information about the Level 3 asset and liability rollforwards of activity and Level 3 inputs.

Bitcoin

Bitcoin are included in current assets on the consolidated balance sheets. Bitcoin that are temporarily held for the Company’s joint venture partner as of December 31, 2022, are included in prepaid and other current assets on the consolidated balance sheet. Bitcoin received through the Company’s wholly-owned mining activities are accounted for in connection with the Company’s revenue recognition policy. Bitcoin 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.

Bitcoin 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. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. The Company has elected to bypass the optional qualitative impairment assessment and to track its bitcoin activity daily

for impairment assessment purposes. The Company determines the fair value of its bitcoin on a nonrecurring basis in accordance with ASC 820 based on quoted prices on the active trading platform that the Company has determined is its principal market for bitcoin (Level 1 inputs). The Company performs an analysis each day to identify whether events or changes in circumstances, principally decreases in the quoted price of bitcoin on the active trading platform, indicate that it is more likely than not that its bitcoin are impaired. For impairment testing purposes, the lowest intra-day trading price of bitcoin is identified at the single bitcoin level (one bitcoin). The excess, if any, of the carrying amount of bitcoin and the lowest daily trading price of bitcoin 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 $1.5 million on its bitcoin during the year ended December 31, 2022. The Company did not hold any bitcoin during the eleven months ended December 31, 2021.

Bitcoin awarded to the Company through its mining activities are included as an adjustment to reconcile net loss to cash used in operating activities on the consolidated statements of cash flows. Proceeds from sales of bitcoin are included within cash flows from operating activities on the consolidated statements of cash flows and any realized gains or losses from such sales are included in costs and operating expenses (income) on the consolidated statements of operations. The receipt of bitcoin as distributions-in-kind from equity investees are included within investing activities on the consolidated statements of cash flows. Bitcoin are sold on a first-in-first-out basis.

Property and equipment, net

Property and equipment consists primarily of miners and mining equipment, leasehold improvements and construction-in-progress at the Odessa Facility and is 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 ranges from three to seven years. Leasehold improvements include capitalized asset retirement costs (see the related Asset Retirement Obligation policy below) and the substation right-of-use asset (further discussed in Note 13, Leases), both of which are amortized over the estimated useful life of the related assets. All other leasehold improvements are depreciated over the lesser of the estimated useful life of the asset or the remaining life of the related lease. Costs of maintenance, repairs and minor replacements are expensed when incurred. Construction-in-progress is comprised of assets which have not been placed into service and is not depreciated until the related assets or improvements are ready to be placed into service.

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 sheets. 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 of software in depreciation expense on the consolidated statements of operations once the software is technologically feasible.

The estimated useful lives for all property and equipment are as follows:


		Useful lives (in years)
Software		3
Office and computer equipment		3
Leasehold improvements		5
Miners and mining equipment		5
Furniture and fixtures		7

Impairment of long-lived assets

Management reviews long-lived assets, including leases and investments, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset, asset group or investment may not be recoverable.

Recoverability of assets to be held and used are measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. Because the impairment test for long-lived

assets held in use is based on estimated undiscounted cash flows, there may be instances where an asset or asset group is not considered impaired, even when its fair value may be less than its carrying value, because the asset or asset group is recoverable based on the cash flows to be generated over the estimated life of the asset or asset group. If such assets are considered to be impaired, the impairment to be recognized will be measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Due to the presence of several triggering events, generally related to the cryptocurrency mining industry and the price of Bitcoin, indicating that the carrying amount of the Company’s long-lived assets might not be recoverable, management of the Company compared the carrying amounts of the long-lived assets to their estimated undiscounted future cash flows as of December 31, 2022 and concluded that there was no impairment. There were no indicators of impairment during the eleven months ended December 31, 2021.

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 the Company.

The Company’s investments are subsequently adjusted to recognize its share of net income or losses as they occur. The Company also adjusts its investment upon receipt of bitcoin from an equity investee, which is accounted for as a distribution-in-kind that is measured as of time of receipt. The Company’s share of investees’ earnings or losses is recorded, net of taxes, within equity in losses of equity investees 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 the Company’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 the Company 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.

Deferred investment costs

Deferred investment costs consist of legal fees incurred through the balance sheet date that were directly related to the formation of a joint venture and which were capitalized as part of the Company’s total investment in the joint venture upon consummation of the joint venture agreement, see Note 8, Investment in Equity Investees.

Asset retirement obligation

Asset retirement obligations relate to the legal obligations associated with the retirement of long-lived assets that result from the construction, development and/or normal operation of a long-lived asset. The Company currently has one asset retirement obligation (“ARO”) related to the construction of the data center and installation of the related

electrical infrastructure at the Odessa Facility. ASC 410, Asset Retirement and Environmental Obligations (“ASC 410”) requires an entity to record the fair value of a liability for an ARO in the period in which it is incurred if a reasonable estimate of fair value can be made. Due to the long lead time involved until decommissioning activities occur, the Company uses a present value technique to estimate the liability. A liability for the fair value of the ARO based on the expected present value of estimated future decommissioning costs with a corresponding increase to the carrying value of the related long-lived asset (leasehold improvements) was recorded upon commencement of the lease in November 2022. The estimated capitalized asset retirement costs are depreciated using the straight-line method over the estimated remaining useful life of the related long-lived asset, with such depreciation included in depreciation expense in the consolidated statements of operations. The ARO is accreted based on the original discount rate and is recognized as an increase in the carrying amount of the liability and a charge to accretion expense, which is included in depreciation expense in the consolidated statements of operations. Annually, or more frequently if an event occurs that would dictate a change in assumptions or estimates underlying the obligation, the Company reassesses its ARO to determine whether any revisions to the obligation are necessary. Revisions to the estimated ARO for items such as (i) new liabilities incurred, (ii) liabilities settled during the period and (iii) revisions to estimated future cash flow requirements (if any), will result in adjustments to the related capitalized asset and corresponding liability.

In order to determine the fair value of the ARO, the Company’s management made certain estimates and assumptions including, among other things, projected cash flows, the borrowing interest rate and an assessment of market conditions that could significantly impact the estimated fair value. These estimates and assumptions are subjective. See additional information regarding the ARO in Note 12, Asset Retirement Obligation.

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, if rates implicit in its leasing arrangements are 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.

Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as depreciation expense and interest expense using the interest method of recognition. 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 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.

Common stock warrants

Upon the consummation of the Business Combination, the Company assumed common stock warrants that were originally issued in GWAC’s initial public offering (the “Public Warrants”), as well as warrants that were issued in a private placement that closed concurrently with GWAC’s initial public offering (the “Private Placement Warrants”). See Note 16, Warrants for additional information on the Public Warrants and Private Placement Warrants.

The Company is capitalized as a single class of common stock, accordingly, a qualifying cash tender offer of more than 50% of the Common Stock will always result in a change-in-control, and in accordance with ASC 815-40-55-3, this would not preclude permanent equity classification of the Public Warrants; therefore, the Public Warrants are equity classified.

The Private Placement Warrants are accounted for as a liability under ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity, as they are a freestanding financial instrument that require the Company to transfer assets upon exercise. The Company recorded the Private Placement Warrants as a liability in the consolidated balance sheet at fair value on the Closing Date, with subsequent changes in fair value recognized in the change in fair value of warrant liability within the consolidated statements of operations. The Private Placement Warrants were valued using a Black-Scholes option-pricing model as described in Note 18, Fair Value Measurements.

Treasury stock

Treasury share purchases obtained through share withholdings for taxes are recorded at par value.

Revenue recognition

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

•

Step 1: Identify the contract with the customer

•

Step 2: Identify the performance obligations in the contract

•

Step 3: Determine the transaction price

•

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

•

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

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

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The

consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:

•

Variable consideration

•

Constraining estimates of variable consideration

•

The existence of a significant financing component in the contract

•

Noncash consideration

•

Consideration payable to a customer

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The standalone selling price is the price at which the Company would sell a promised service separately to a customer. The relative selling price for each performance obligation is estimated using observable objective evidence if it is available. If observable objective evidence is not available, the Company uses its best estimate of the selling price for the promised service. In instances where the Company does not sell a service separately, establishing standalone selling price requires significant judgment. The Company estimates the standalone selling price by considering available information, prioritizing observable inputs such as historical sales, internally approved pricing guidelines and objectives, and the underlying cost of delivering the performance obligation. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

Management judgment is required when determining the following: when variable consideration is no longer probable of significant reversal (and hence can be included in revenue); whether certain revenue should be presented gross or net of certain related costs; when a promised service transfers to the customer; and the applicable method of measuring progress for services transferred to the customer over time.

The Company entered into a bitcoin mining pool by executing a contract, as amended from time to time, with a mining pool operator to provide computing power to the mining pool. Specifically, in November 2022, the Company entered into a mining pool contract with Foundry USA Pool (“Foundry”). Providing computing power to a mining pool operator for the purpose of cryptocurrency transaction verification is an output of the Company’s ordinary activities. The contract is terminable at any time by either party with no substantive termination penalty. The Company’s enforceable right to compensation begins when, and lasts for as long as, the Company provides computing power to the mining pool operator; the Company’s performance obligation extends over the contract term given the Company’s continuous provision of hashrate. This period of time corresponds with the period of service for which the mining pool operator determines compensation due the Company. Given cancellation terms of the contract, and the Company’s customary business practice, the contract effectively provides the Company with the option to renew for successive contract terms of 24 hours. The options to renew are not material rights because they are offered at the standalone selling price of computing power. The Company elected the optional exemption to not disclose the transaction price allocated to remaining performance obligations that are part of a contract that has an original expected duration of one year or less.

The provision of computing power in accordance with the mining pool operator’s terms of service is the only performance obligation in the Company’s contract with the mining pool operator, its customer. In exchange for providing computing power pursuant to Foundry’s terms of service, the Company is entitled to noncash consideration in the form of bitcoin, measured under the Full Pay Per Share (“FPPS”) approach. Under the FPPS approach, the Company is entitled to a fractional share of the fixed bitcoin award from the mining pool operator (referred to as a “block reward”) and potentially transaction fees generated from (paid by) blockchain users and distributed (paid out) to individual miners by the mining pool operator. The Company’s fractional share of the block reward is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm, over the contract term. The Company is entitled to its relative share of consideration even if a block is not successfully placed. In

other words, the Company receives consideration once after the end of each 24-hour contract period, regardless of whether the pool successfully places a block. The Company proportionate share of transaction fees is based on the Company’s contributed share of hashrate as a percentage of total network hashrate during the contract term.

The mining pool operator calculates block rewards under the FPPS approach described above and may charge a pool fee for maintenance of the pool that reduces the amount of block rewards to which the Company is entitled. Foundry did not claim a fee for any block rewards earned by the Company in 2022. After every 24-hour contract term, the Company receives a payout and the pool transfers the bitcoin consideration to the Company’s designated bitcoin wallet.

Noncash consideration is measured at fair value at contract inception. Fair value of the bitcoin consideration is determined using the quoted price on the Company’s principal market for bitcoin at the beginning of the contract period at the single bitcoin level (one bitcoin). This amount is recognized in revenue over the contract term as hashrate is provided. Changes in the fair value of the noncash consideration due to form of the consideration (changes in the market price of bitcoin) are not included in the transaction price and hence are not included in revenue. Changes in fair value of the noncash consideration post-contract inception that are due to reasons other than form of consideration (other than changes in the market value of bitcoin) are measured based on the guidance on variable consideration, including the constraint on estimates of variable consideration.

Because the consideration to which the Company expects to be entitled for providing computing power is entirely variable, as well as being noncash consideration, the Company assesses the estimated amount of the variable noncash consideration at contract inception and subsequently, to determine when and to what extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur once the uncertainty associated with the variable consideration is subsequently resolved (the “constraint”). Only when significant revenue reversal is concluded probable of not occurring can estimated variable consideration be included in revenue. Based on evaluation of likelihood and magnitude of a reversal in applying the constraint, the estimated variable noncash consideration is constrained from inclusion in revenue until the end of the contract term, when the underlying uncertainties have been resolved and number of bitcoin to which the Company is entitled becomes known.

There is no significant financing component in these transactions.

During the year ended December 31, 2022, the Company earned revenue of $3.0 million from Foundry, its only customer, representing 100% of total consolidated revenue.

The Company’s ability to satisfy its performance obligation under its contract with the mining pool operator to provide computing power may be contracted to various third parties and there is a risk that if these parties are unable to perform or curtail their operations, the Company’s revenue and operating results may be affected. Please see Note 5, Derivative, for additional information about the Company’s power arrangements.

Cost of revenue

Cost of revenue consists primarily of direct production costs of bitcoin mining operations, which for the year ended December 31, 2022 consisted mainly of electricity expenses, but excludes depreciation which is separately stated.

Share-based compensation

The Company accounts for all share-based payments to employees, consultants and directors, which may include grants of stock options, stock appreciation rights, restricted stock awards and restricted stock units (“RSUs”) to be recognized in the consolidated financial statements, based on their respective grant date fair values. As of December 31, 2022, the Company has awarded only RSUs with service-based vesting conditions (“Service-Based RSUs”) and performance-based RSUs with market-based vesting conditions (“Performance-Based RSUs”). Compensation expense for all awards is amortized based upon a graded vesting method over the estimated requisite service period. All share-based compensation expenses are recorded in general and administrative expense in the consolidated statements of operations. Forfeitures are recorded as they occur. See also Note 17, Share-Based Compensation below.

The fair value of Service-Based RSUs is the closing market price of Common Stock on the date of the grant. The Company employs a Monte Carlo simulation technique to calculate the fair value of the Performance-Based RSUs on the date granted based on the average of the future simulated outcomes. The Performance-Based RSUs contain different market-based vesting conditions that are based upon the achievement of certain market capitalization milestones. Under the Monte Carlo simulation model, a number of variables and assumptions are used including, but not limited to, the underlying price of Common Stock, the expected stock price volatility over the term of the award, a correlation coefficient, and the risk-free rate. The Performance-Based RSUs awarded do not have an explicit requisite service period, therefore compensation expense is recorded over a derived service period based upon the estimated median time it will take to achieve the market capitalization milestone using a Monte Carlo simulation.

Income taxes

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

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. As of December 31, 2022 and December 31, 2021, the Company did not have any significant uncertain tax positions. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. The Company did not have any accrued interest or penalties related to uncertain tax positions recorded as of December 31, 2022 or December 31, 2021, and no amounts have been recognized in the Company’s consolidated statements of operations. The Company does not anticipate a material change to unrecognized tax benefits in the next 12 months.

The Company files income tax returns in the United States federal tax jurisdiction and various state jurisdictions. The Company did not have any foreign operations during any periods presented in these consolidated financial statements. All of the Company’s tax years since inception are open for examination by the federal and state tax authorities and will remain open to the extent that the Company’s tax attributes are utilized in future years to offset income or income taxes. The Company is not aware of any tax examinations currently taking place.

Segment information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment.

Net loss per share

Basic net loss per share is computed by dividing net loss allocable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share adjusts net loss and net loss per common share for the effect of all potentially dilutive shares of Common Stock. Basic net loss per common share is the same as dilutive net loss per common share for all periods presented as the inclusion of all potential common shares would have been antidilutive. Potential common shares consist of the Public Warrants and the Private Placement Warrants to purchase Common Stock (using the treasury stock method), as well as unvested RSUs.

The following table presents the common shares that are excluded from the computation of diluted net income (loss) per common share at December 31, 2022 and 2021, because including them would have been antidilutive.


	December 31,
	2022		2021
Public Warrants		8,499,980		8,500,000
Private Placement Warrants		114,000		114,000
Unvested RSUs		18,698,755		11,055,948
		27,312,735		19,669,948

Recently issued and adopted accounting pronouncements

The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change.

Recently 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.

Effective February 1, 2021, the Company adopted ASC 842 using the modified retrospective method. This guidance requires a lessee to recognize both a ROU asset representing its right to use the underlying asset for the lease term and a liability for future lease payments on the balance sheet for almost all of its leases. The new guidance continues to differentiate between finance leases and operating leases; however, this distinction now primarily relates to differences in the manner of expense recognition over time. Classification for both lessees and lessors is now based on an assessment of whether a lease contract is economically similar to the purchase of a non-financial asset from the perspective of control. The new guidance also requires quantitative and qualitative disclosures to enable users to understand the amount, timing, and judgments related to leases and the related cash flows. There was no impact to the Company’s consolidated financial statements as of or for the eleven months ending December 31, 2021 resulting from the adoption of ASC 842.

Recently issued accounting pronouncements

In June 2016, the FASB issued Accounting Standards Update ASU No. 2016‑13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which was codified with its

subsequent amendments as ASC Topic 326, Financial Instruments – Credit Losses (“ASC 326”). ASC 326 seeks to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments, including trade receivables, and other commitments to extend credit held by a reporting entity at each reporting date. The amendments require an entity to replace the incurred loss impairment methodology in other GAAP with a methodology that reflects current expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The updated guidance is effective for the Company on January 1, 2023. The Company does not expect that the adoption of ASC 326 will have a material impact on its consolidated financial statements and disclosures.

Business Combination

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

Business Combination

NOTE 3. BUSINESS COMBINATION

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

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

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

At Closing, each share of CMTI common stock was canceled and converted into the right to receive 400,000 shares (the “Exchange Ratio”) of Common Stock, $0.001 par value per share resulting in 200,000,000 shares of Common Stock to be immediately issued and outstanding to Bitfury Top HoldCo (in addition to 8,146,119 shares of Common Stock held by GWAC), 32,235,000 shares of Common Stock held by the PIPE Investors and 6,000,000 shares of Common Stock received by Bitfury Holding under the Bitfury Private Placement, based on the following events contemplated by the Merger Agreement:

•

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

•

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

The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in stockholders’ equity (deficit) for the eleven months ended December 31, 2021 (in thousands):


	Recapitalization
Cash - GWAC trust and cash, net of redemptions	$	43,197
Cash - PIPE Financing		322,350
Cash, subscription receivable and/or debt forgiveness - Bitfury Private Placement		60,000
Add: Non-cash net assets assumed from GWAC		433
Less: Fair value of private warrants		(261	)
Less: Transaction costs and advisory fees allocated to equity		(40,552	)
Net Business Combination		385,168
Less: Non-cash net assets assumed from GWAC		(433	)
Less: Transaction costs and advisory fees allocated to warrants		(102	)
Add: Fair value of private warrants		261
Net cash contributions from Business Combination	$	384,893

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

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


Common stock of GWAC, net of redemptions			4,345,619
GWAC founder shares			3,572,500
GWAC private placement shares			228,000
Shares issued in PIPE Financing			32,235,000
Shares issued in the Bitfury Private Placement			6,000,000
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock			46,381,119
Cipher common shares issued in Business Combination (1)			200,000,000
Shares outstanding			246,381,119

(1)

The number of CMTI common shares outstanding immediately prior to the Business Combination was 500 shares converted at the Exchange Ratio.

Bitcoin

12 Months Ended

Dec. 31, 2022

Bitcoin [Abstract]

Bitcoin

NOTE 4. BITCOIN

The following table presents information about the Company’s bitcoin (in thousands):


Balance as of January 1, 2022	$	-
Bitcoin received from equity investees		4,828
Revenue recognized from bitcoin mined, net of receivable		2,939
Proceeds from sale of bitcoin, net of realized gain		(17	)
Impairment of bitcoin		(1,467	)
Balance as of December 31, 2022	$	6,283

The fair market value of the Company’s bitcoin as of December 31, 2022 was approximately $6.6 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 bitcoin activity during the eleven months ended December 31, 2021.

During the year ended December 31, 2022, the Company recorded impairment charges on its bitcoin holdings of $1.5 million.

Derivative Asset

12 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Asset

NOTE 5. DERIVATIVE ASSET

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 and August 26, 2022 (as amended, the “Luminant Power Agreement”), for the supply of a fixed amount of electric power to the Odessa Facility at a fixed price for a term of five years, subject to certain early termination exemptions. The Luminant Power Agreement provides for with a subsequent automatic annual renewal unless either party provides written notice to the other party of its intent to terminate the agreement at least six months prior to the expiration of the then current term. Starting from July 1, 2022, and prior to the receipt of interconnection approval from the Electric Reliability Council of Texas (“ERCOT”), under the take or pay framework of the Luminant Power Agreement and pursuant to the ramp-up schedule agreed to between Luminant and Cipher, 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 met 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 18, Fair Value Measurements.

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 bitcoin 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, net of the costs under the Luminant Power Agreement, prior to the start of bitcoin mining at the Odessa Facility, which it recorded as part of the change in the fair value of the derivative asset in the consolidated statement of operations during the year ended December 31, 2022. The Company began bitcoin mining at the Odessa Facility on November 22, 2022, and subsequent to this date, the costs under the Luminant Power Agreement are recorded in cost of revenue in the Company’s consolidated statements of operations. The Company received approximately $0.5 million from power sales for the period from November 22, 2022 through December 31, 2022 and recorded this amount as income from power sales in operating income on the consolidated statement of operations, with the corresponding costs of the power sold recorded in cost of revenue.

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

NOTE 6. PROPERTY AND EQUIPMENT

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


	December 31,
	2022			2021
Miners and mining equipment	$	79,909		$	-
Leasehold improvements		94,807			-
Software		596			-
Office and computer equipment		88			60
Autos		73			-
Furniture and fixtures		69			-
Construction-in-progress		20,437			5,069
Total cost of property and equipment		195,979			5,129
Less: accumulated depreciation		(4,195	)		(5	)
Property and equipment, net	$	191,784		$	5,124

Depreciation expense was $4.4 million for the year ended December 31, 2022 and was immaterial for the eleven months ended December 31, 2021. There were no impairment charges recorded during the year ended December 31, 2022 or during the eleven months ended December 31, 2021.

During the year ended December 31, 2022, the Company received 17,833 MicroBT M30S, M30S+ and M30S++ miners related to its purchase agreement with SuperAcme (see Note 7, Deposits on Equipment) and, as of December 31, 2022, the Company had deployed these MicroBT miners, as well as 7,574 Antminer S19j Pro (100 TH/s) miners from Bitmain for a total of 25,407 miners at the Odessa Facility.

Deposits on Equipment

12 Months Ended

Dec. 31, 2022

Disclosure Deposits On Equipment [Abstract]

Deposits on Equipment

NOTE 7. DEPOSITS ON EQUIPMENT

Under the August 2021 purchase agreement with Bitmain Technologies Limited (“Bitmain”), the Company purchased a total of 27,000 Antminer S19j Pro (100 TH/s) (“S19j Pro”) miners and had received 27,035 miners from Bitmain at our data centers in Texas as of December 31, 2022. The Company has no further payment obligations under this agreement with Bitmain. In November and December 2022, the Company agreed to purchase an additional 5,000 and 2,200 S19j Pros, respectively, from Bitmain. The Company utilized accumulated Bitmain credits and coupons for the majority of the purchase price for these miners and has no further payments due in respect of these orders.

Under the framework agreement of September 2021 with SuperAcme Technology (Hong Kong) Limited (“SuperAcme”), which was amended and restated by the Amended and Restated Framework Agreement on Supply of Blockchain Servers (the “Amended and Restated Framework Agreement”), dated as of May 6, 2022, the Company agreed to purchase 60,000 MicroBT M30S, M30S+ and M30S++ miners. On November 4, 2022, the Company entered into a Supplementary agreement of the Framework Agreement on Supply of Blockchain Servers (the “Supplementary Agreement”) with SuperAcme, which amended and supplemented the Amended and Restated Framework Agreement by changing the previously agreed fixed and floating price terms for miners that had yet to be delivered. As of the date of the Supplementary Agreement and December 31, 2022, SuperAcme had delivered 17,833 miners to the Company in Texas, with an aggregate cost of approximately $51.1 million, and the Company had paid a total of $101.8 million to SuperAcme. The Company applied the remaining balance of $50.7 million to purchase miners at the new fixed and floating price terms set forth in the Supplementary Agreement.

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 Company received delivery of all of the BBACs during the year ended December 31, 2022. See Note 11, Related Party Transactions, 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 this agreement, the Company paid a $10.0 million deposit to Bitfury Top HoldCo which was included in deposits on equipment in the Company’s consolidated balance sheet as of December 31, 2021; 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 11, Related Party Transactions, shares of 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 are summarized below (in thousands):


Vendor	Agreement Dates	Original Maximum Purchase Commitment (1)		Open Purchase Commitment		Deposits Paid		Expected Shipping for Open Purchase Commitments
Bitmain Technologies Limited (2)	August 20, 2021 and August 30, 2021	$	171,135	$	1,720	$	1,720	February 2023 through April 2023
SuperAcme Technology (Hong Kong) (2)	May 6, 2022 and November 4, 2022		222,401		50,660		50,660	January 2023 through April 2023
Bitfury USA and other vendors (primarily for BBACs) (3)	Various				20,638		20,638
Total				$	73,018	$	73,018

(1) Maximum purchase commitment did not consider discounts that the Company could qualify for with the respective vendors, which reduced the total cost of the miners.

(2) 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.

(3) See Note 11, Related Party Transactions, and Note 20, Subsequent Events, for additional information regarding payments for BBACs.

Investment in Equity Investees

12 Months Ended

Dec. 31, 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 each 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, the Company’s investment in the individual Data Center LLCs does not meet the definition of a variable interest entity in accordance with ASC 810, and the Company does not have a controlling voting interest in any of the Data Center LLCs. The Company does have significant influence over the operations and major decisions of the Data Center LLCs, therefore, the Company’s 49% ownership in each individual Data Center LLC is 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, CMTI 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, CMTI 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”). Effective October 7, 2022, in connection with the WindHQ Joint Venture Agreement, CMTI 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 Alborz, Bear and Chief LLC Agreements delineate the rights and obligations of the members related to the construction, operation and management, respectively, of the Alborz, Bear and Chief Facilities. The Company is required to support and monitor (remotely) the operations of the hardware at the three facilities (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 Data Center LLCs. The Company recognized a total of $5.6 million of equity in the net losses of its equity investees, consisting of Alborz LLC, Bear LLC and Chief LLC, in the consolidated statement of operations during the year ended December 31, 2022.

As of December 31, 2022, the Company had contributed equipment with a total cost of $127.8 million related to its contributions of 12,953, 3,254 and 3,254 miners and other mining equipment to the Alborz, Bear and Chief Facilities, respectively. The majority of 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 at the time of the contributions, which totaled $33.4 million for the year ended December 31, 2022. These losses were recorded within equity in losses of equity investees on the consolidated statement of operations and represent basis differences related to the Company’s investments in Alborz LLC, Bear LLC and Chief LLC which recorded the contribution of the equipment from the Company at the historical cost paid by the Company to obtain the equipment. As Alborz LLC, Bear LLC and Chief LLC depreciate the historical cost of the miners on their respective financial statements over the expected depreciation period of five years, the Company will accrete these basis differences over the same period and will record the accretion amount for each reporting period within equity in losses of equity investees on its consolidated statements of operations until the miners are fully depreciated and the corresponding basis differences are fully accreted. As of December 31, 2022, the Company had remaining basis differences totaling $31.4 million that have not yet been accreted. See accretion recorded by the Company during the year ended December 31, 2022 in the table below.

Activity in the Company’s investment in equity investees during the year ended December 31, 2022 consisted of the following (in thousands):


Balance as of January 1, 2022	$	-
Cost of miners and mining equipment contributed, net of losses recognized upon contribution of miners		94,380
Sales taxes to be paid by Cipher on behalf of equity investees		5,316
Accretion of basis differences related to miner contributions		2,006
Legal costs related to formation of joint ventures reclassified from deferred investment costs		174
Capital distributions		(54,009	)
Bitcoin received from equity investees		(4,828	)
Equity in net losses of equity investees		(5,561	)
Balance as of December 31, 2022	$	37,478

Security Deposits

12 Months Ended

Dec. 31, 2022

Deposit Assets Disclosure [Abstract]

Security Deposits

NOTE 9. SECURITY DEPOSITS

The Company’s security deposits consisted of the following (in thousands):


	December 31,
	2022		2021
Luminant Power Purchase Agreement Independent Collateral Amount	$	12,554	$	6,277
Luminant Purchase and Sale Agreement collateral		3,063		3,063
Operating lease security deposits		960		922
Other deposits		1,153		90
Total security deposits	$	17,730	$	10,352

Under the Luminant Power Agreement (defined above in Note 5, Derivative), the Company was 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 the other half was paid on November 14, 2022. 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 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. 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 December 31, 2022 and 2021.

- Definition

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

+ References

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

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

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 13
-Paragraph (a)
-Subparagraph (6)
-Subsection 02

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 13
-Paragraph (a)
-Subparagraph (1)
-Subsection 02

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 13
-Paragraph (a)
-Subparagraph (3)
-Subsection 02

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(2))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(3))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(1))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(6))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

+ Details

Supplemental Financial Information

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Supplemental financial information

NOTE 10. SUPPLEMENTAL FINANCIAL INFORMATION

As of December 31, 2022 and 2021, the Company had $7.3 million and $13.8 million, respectively, of prepaid expenses and other current assets on its consolidated balance sheet, which was almost entirely related to prepaid insurance other than $1.2 million of bitcoin temporarily held for the Company’s joint venture partner, WindHQ, as of December 31, 2022.

The Company’s accrued expenses and other current liabilities consisted of the following (in thousands):


	December 31,
	2022		2021
Taxes (primarily sales tax)	$	18,798	$	-
Finance lease		339		-
Legal		215		100
Accounting and audit		-		153
Other		1		4
Total accrued expenses and other current liabilities	$	19,353	$	257

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

NOTE 11. RELATED PARTY TRANSACTIONS

Related party receivables

The Company recorded related party receivables of approximately $1.1 million as of December 31, 2022 related to expenses paid on behalf of the Data Center LLCs for which it expects to be reimbursed.

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 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 permits each Stockholder to (i) 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 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 7, Deposits on Equipment.

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

On August 26, 2021, Bitfury Top HoldCo and the Company entered into the Master Services and Supply Agreement. 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, the Company 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 the Company’s bitcoin mining data centers in the United States. The Master Services and Supply Agreement is not exclusive to Bitfury Top HoldCo or any of its affiliates, and the Company may retain any other parties to manufacture and deliver any equipment or perform any of the services required. The Company 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, the Company 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 7, Deposits on Equipment, the Company entered into two agreements with Bitfury USA made under, and as 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 year ended December 31, 2022, the Company paid a total of $21.7 million to Bitfury USA, which was recorded on the Company’s consolidated balance sheet as deposits on equipment until receipt and deployment of the equipment at its four mining data centers. As of December 31, 2022, $0.5 million and $1.1 million, respectively, of deposits on equipment and construction-in-progress on its consolidated balance sheets related to amounts owed by the Company to Bitfury USA, which were accrued in accounts payable, related party.

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 and $0.1 million was recorded to deposits on equipment and construction-in-progress, respectively, 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 $13.1 million during the second half

of 2022 and the Company’s obligations to Bitfury USA under the Master Services and Supply Agreement were reduced by the same amount.

Additionally, during the year ended December 31, 2022, the Company assisted WindHQ with the liquidation of some of WindHQ’s bitcoin holdings. Once liquidated, the proceeds are received by the Company and the Company then forwards those proceeds to WindHQ. As of December 31, 2022, the Company had $1.2 million of bitcoin and $0.3 million of proceeds received, but not yet transferred to WindHQ, respectively, recorded in accounts payable, related party on its consolidated balance sheet.

Asset Retirement Obligation

12 Months Ended

Dec. 31, 2022

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligation

NOTE 12. ASSET RETIREMENT OBLIGATION

The following is a summary of the changes in the Company’s ARO (in thousands):


Balance as of January 1, 2022	$	-
Initial estimate of ARO liability		16,509
Accretion expense		173
Balance as of December 31, 2022	$	16,682

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

NOTE 13. LEASES

Combined Luminant Lease Agreement

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 for the data center, ancillary infrastructure and electrical system (the “Interconnection Electrical Facilities” or “substation”) of the Odessa Facility. The Company entered into the Luminant Lease Agreement and the Luminant Purchase and Sale Agreement to build the infrastructure necessary to support its Odessa Facility 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.

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 $15.0 million).

The Combined Luminant Lease Agreement commenced on November 22, 2022 and has an initial term of five years, with renewal provisions that are aligned with the Luminant Power Agreement. 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.

Office headquarters lease

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.

Additional lease information

Components of the Company’s lease expenses are as follows (in thousands):


	Year Ended
	December 31, 2022
Finance lease:
Amortization of ROU asset (1)	$	526
Interest on lease liability		137
Total finance lease expense		663
Operating leases:
Operating lease expense		1,359
Short-term lease rent expense		103
Total lease expense	$	2,125

(1) Amortization of finance lease ROU asset is included within depreciation expense.

The Company did not incur any variable lease costs during the year ended December 31, 2022.

Other information related to the Company’s leases is shown below (dollar amounts in thousands):


	Year Ended
	December 31, 2022
Operating cash flows - operating lease	$	790
ROU asset obtained in exchange for finance lease liability	$	14,998
ROU asset obtained in exchange for operating lease liability	$	5,859


	December 31, 2022
Weighted-average remaining lease term – finance lease (in years)		4.7
Weighted-average remaining lease term – operating lease (in years)		4.4
Weighted-average discount rate – finance lease		11.0	%
Weighted-average discount rate – operating lease		10.9	%
Finance lease ROU asset (1)	$	14,471

(1) As of December 31, 2022, the Company recorded accumulated amortization of $0.5 million for the finance lease ROU asset. Finance lease ROU assets are recorded within property and equipment, net on the Company’s consolidated balance sheets.

As of December 31, 2022, future minimum lease payments during the next five years are as follows (in thousands):


	Finance Lease			Operating Lease			Total
Year Ended December 31, 2023	$	4,068		$	1,581		$	5,649
Year Ended December 31, 2024		4,068			1,581			5,649
Year Ended December 31, 2025		4,068			1,581			5,649
Year Ended December 31, 2026		4,068			1,581			5,649
Year Ended December 31, 2027		2,712			659			3,371
Total lease payments		18,984			6,983			25,967
Less present value discount		(4,188	)		(1,459	)		(5,647	)
Total	$	14,796		$	5,524		$	20,320

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 14. 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.

Luminant Power Agreement

On November 18, 2022, Luminant filed suit against CMTI in the 95th District Court of Dallas County, Texas, asserting Texas state law claims for declaratory judgment and “money had and received”, seeking recoupment and return of money previously paid by Luminant to CMTI in connection with Luminant’s (and its affiliates’) construction and energization of Cipher’s bitcoin mining data center in Odessa, Texas. These prior payments were (i) the sum of $5.1 million paid to CMTI in September 2022 pursuant to a contractual provision requiring such payment in the parties’ written and executed August 25, 2021 Third Amendment to the Luminant Power Agreement, and (ii) the sum of $1.7 million also paid to CMTI in September 2022, as agreed by the parties, for electrical power sold by Luminant for CMTI’s benefit into the open market prior to the final energization of the Company’s facility. Luminant contends that such payments were mistaken because, although voluntarily made by Luminant, they were not actually due under the terms of the Luminant Power Agreement, as amended. The Company filed its answer on January 17, 2023, denying any liability to Luminant. We have 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 intends to contest the case vigorously. The parties have exchanged basic discovery disclosures, but discovery and motion practice have not yet otherwise substantively commenced. No trial date has been set. At this time, in light of the early stage of the proceeding, the Company does not know how or when this matter will be resolved, or whether it will have any additional negative implications under the Luminant Power Agreement going forward. As such, the resolution is not probable or estimable and the Company has not made any accruals related to this dispute.

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 December 31, 2022. The Company does not anticipate recognizing any significant losses relating to these arrangements.

Standard Power hosting agreement

On February 3, 2021, the Company entered into a bitcoin mining hosting agreement (as amended and restated, the “Standard Power Hosting Agreement”) with 500 N 4th Street LLC, doing business as Standard Power (“Standard Power”). Under the Standard Power Hosting Agreement, Standard Power agreed to provide hosting services, including the electric power infrastructure and containers necessary to operate miners with a specified energy utilization capacity, for miners the Company agreed to deliver to certain of Standard Power’s Ohio facilities upon the satisfaction of certain construction and regulatory conditions. Those conditions were not satisfied and, as a result, the parties terminated the Standard Power Hosting Agreement on February 2, 2023. No consideration was exchanged between the parties related to the termination.

Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Stockholders' Equity

NOTE 15. STOCKHOLDERS’ EQUITY

As of December 31, 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 the issuance of these consolidated financial statements, 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, for which there currently are none outstanding.

The Company repurchased 691,088 shares and 2,852,259 shares of its Common Stock related to tax withholding settlements for RSUs that vested during the year ended December 31, 2022 and the eleven months ended December 31, 2021, respectively.

As disclosed above in Note 7, Deposits on Equipment, and Note 11, Related Party Transactions, 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 offerings, 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 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 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Warrants

12 Months Ended

Dec. 31, 2022

Warrants and Rights Note Disclosure [Abstract]

Warrants

NOTE 16. WARRANTS

The Company assumed the Public and Private Placement Warrants, as mentioned above in Note 2, Summary of Significant Accounting Policies, upon consummation of the Business Combination. The Public and Private Placement Warrants entitle the holder to purchase one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment. There were 8,499,980 Public Warrants and 114,000 Private Placement Warrants outstanding as of December 31, 2022 and 8,500,000 Public Warrants and 114,000 Private Placement Warrants outstanding as of December 31, 2021. The exercise price and number of shares of Common Stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of Common Stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants.

Public Warrants

The Public Warrants are exercisable, provided in each case that the Company has an effective registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to such shares of Common Stock is available (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares of Common Stock are registered, qualified or exempt from registration under the securities or blue sky laws of the state of residence of the holder. The Public Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

The Company may redeem the outstanding warrants (except as described below with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder;

•

if, and only if, the closing price of Common Stock equals or exceeds $18.00 per share (as adjusted for share splits, stock capitalizations, reorganizations, recapitalizations and the like), for any 20 trading days within a 30-trading day period ending three trading days before the Company sends notice of redemption to warrant holders.

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

Private Placement Warrants

The Private Placement Warrants have terms and provisions that are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Common Stock issuable upon the exercise of the Private Placement Warrants did not become transferable, assignable or salable until September 27, 2021, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.

Share-based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Share-based Compensation

NOTE 17. SHARE-BASED COMPENSATION

The Cipher Mining Inc. 2021 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 is 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 and 2023, this resulted in increases of 7,478,382 shares and 7,426,559 shares, respectively, of Common Stock available for issuance under the Incentive Award Plan. However, as of December 31, 2022, 1,044,594 shares of Common Stock were available for issuance under the Incentive Award Plan.

The Company recognized total share-based compensation in general and administrative expenses on the consolidated statements of operations for the following categories of awards as follows (in thousands):


	Year Ended		Eleven Months Ended
	December 31, 2022		December 31, 2021
Service-Based RSUs	$	27,952	$	62,094
Performance-Based RSUs		13,552		1,671
Total share-based compensation expense	$	41,504	$	63,765

Service-Based RSUs

A summary of the Company's unvested Service-Based RSU activity for the year ended December 31, 2022 is shown below:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested at January 1, 2022		6,798,238		$	8.04
Granted		9,701,634			1.84
Forfeited		(205,048	)		6.34
Vested		(1,853,780	)		7.52
Unvested at December 31, 2022		14,441,044		$	3.96

There was approximately $39.4 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 1.6 years.

On November 10, 2021, the Board approved grants of RSUs under the Incentive Award Plan to the Company's Chief Executive Officer (“CEO”), as well as to directors, which grants were effective November 17, 2021. The RSUs awarded to the directors and a grant of 5,676,946 RSUs made to the CEO were fully vested upon grant on November 17, 2021. Additionally, effective November 17, 2021, the CEO received an additional grant of 7,096,183 RSUs, 2,838,473 of which were Service-Based RSUs and 4,257,710 of which were Performance-Based RSUs (discussed further below).

If not fully-vested upon grant, Service-Based RSUs awarded by the Company generally vest in equal installments on the first 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”, by 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) or due to award recipient’s

death or permanent disability, 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 Company achieves a $10 billion market capitalization milestone (described further below) and the 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 new activity for unvested Performance-Based RSUs during the year ended December 31, 2022. There were 4,257,710 unvested Performance-Based RSUs at a weighted average grant date fair value of $7.76 as of both December 31, 2022 and 2021. There was approximately $17.8 million of unrecognized compensation expense related to unvested Performance-Based RSUs, which is expected to be recognized over a remaining weighted average vesting period of approximately 1.4 years.

One-third of the outstanding 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.

Weighted average assumptions used in the November 17, 2021 Monte Carlo valuation model for Performance-Based RSUs awarded on that date were as follows:


Risk-free interest rate	1.60%
Remaining term (in years)		10.0
Expected volatility	96.1%
Expected dividend yield	0%

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 18. 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 (in thousands):


	Fair Value Measured as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets included in:
Cash and cash equivalents
Money market securities	$	10,943	$	-	$	-	$	10,943
Accounts receivable		98		-		-		98
Derivative asset		-		-		66,702		66,702
	$	11,041	$	-	$	66,702	$	77,743
Liabilities included in:
Warrant liability	$	-	$	-	$	7	$	7
	$	-	$	-	$	7	$	7


	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

There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the year ended December 31, 2022 or during the eleven months ended December 31, 2021.

Level 3 asset

On July 1, 2022, the Company recorded a derivative asset, divided between current and noncurrent assets, on its 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 loss on the consolidated statements of operations. Subsequent changes in fair value are also recorded to change in fair value of derivative asset in operating loss. The Luminant Power Agreement was not designated as a hedging instrument. 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 pre-tax discount rates of 6.83% and 7.19% as of December 31, 2022 and the derivative effective date of July 1, 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 year ended December 31, 2022 (amounts in thousands):


Balance as of January 1, 2022	$	-
Fair value on derivative asset effective date		83,610
Proceeds from reduction of scheduled power		(5,056	)
Change in fair value		(11,852	)
Balance as of December 31, 2022	$	66,702

Pursuant to the August 26, 2022 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 this 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 year ended December 31, 2022, there was a change of $11.9 million in Level 3 assets measured at fair value. Additionally, as discussed above in Note 5, Derivative, the Company, through Luminant, sold electricity in the ERCOT market prior to bitcoin mining operations beginning at the Odessa Facility, resulting in $1.7 million recorded to change in fair value of derivative asset in the consolidated statements of operations during the year ended December 31, 2022.

Level 3 liability

The Company’s Private Placement Warrants 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 Common Stock. The following table presents significant assumptions utilized in the valuations of the Private Placement Warrants as of the dates indicated:


	December 31,
	2022			2021
Risk-free rate		4.06	%		1.20	%
Dividend yield rate		0.00	%		0.00	%
Volatility		90.0	%		58.8	%
Contractual term (in years)		3.7			4.7
Exercise price	$	11.50		$	11.50

The following table presents changes in the estimated fair value of the Private Placement Warrants (amounts in thousands):


Balance as of February 1, 2021	$	-
Assumed in Business Combination		261
Change in fair value		(124	)
Balance as of December 31, 2021		137
Change in fair value		(130	)
Balance as of December 31, 2022	$	7

- 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

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 19. INCOME TAXES

For the year ended December 31, 2022, the Company recorded a deferred tax expense related to an increase in deferred tax liabilities associated with derivatives. No provision for income taxes was recorded for the eleven months ended December 31, 2021. Current income taxes are based upon the current period’s income taxable for federal and state tax reporting purposes. Deferred income taxes (benefits) are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes. Deferred tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income, and net operating loss (“NOL”) carryforwards.

The components of the Company’s income tax provision are listed below (in thousands):


	Year Ended		Eleven Months Ended
	December 31, 2022		December 31, 2021
Deferred:
Federal	$	1,840	$	-
Total deferred		1,840		-
Income tax provision	$	1,840	$	-

A reconciliation of the expected tax computed at the U.S. statutory federal income tax rate to the total expense for income taxes is shown below:


	Year Ended			Eleven Months Ended
	December 31, 2022			December 31, 2021
Income tax benefit at federal statutory rate		21.0	%		21.0	%
State taxes, net of federal benefit		0.0	%		1.0	%
162m limitations		(1.9	)%		(13.4	)%
Stock compensation		(14.1	)%		(3.3	)%
Permanent differences		0.1	%		0.0	%
Difference and changes in tax rates		(0.8	)%		0.0	%
RTP and other		1.4	%		0.0	%
Change in valuation allowance		(10.6	)%		(5.3	)%
Income tax provision		(4.9	)%		0.0	%

Significant components of the Company’s deferred tax assets and liabilities were as follows:


	December 31, 2022			December 31, 2021
Deferred tax assets:
Net operating loss carryforwards	$	10,253		$	6,712
Share-based compensation		3,097			1,457
Accruals and other temporary differences		115			68
Intangible assets		4,002			-
Lease liability		4,267			-
Joint venture investments		6,612			-
Bitcoin holdings		308			-
Gross deferred tax assets		28,654			8,237
Valuation allowance		(12,173	)		(8,236	)
Net deferred tax assets		16,481			1
Deferred tax liabilities:
Right-of-use asset		(4,107	)		-
Derivatives		(14,007	)		-
Property and equipment, net		(207	)		(1	)
Gross deferred tax liabilities		(18,321	)		(1	)
Net deferred tax liabilities	$	(1,840	)	$	-

As required by ASC 740, management of the Company has evaluated the evidence bearing upon the realizability of its deferred tax assets. Based on the weight of available evidence, both positive and negative, management has determined that it is more likely than not that the Company will not realize the benefits of these assets. Accordingly, the Company recorded a valuation allowance of $12.2 million as of December 31, 2022. The valuation allowance increased by $3.9 million during the year ended December 31, 2022, primarily as a result of the increase in NOL carryforwards generated in the current period.

As of December 31, 2022, the Company had federal and state NOL carryforwards of approximately $44.1 million and $19.2 million, respectively. The federal NOL carryforwards do not expire, but the state NOL carryforwards expire if not utilized prior to 2042.

Utilization of the U.S. federal and state NOL carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income and tax liabilities, respectively. The Company has not completed a study to assess whether a change of ownership has occurred, or whether there have been multiple ownership changes since its formation, due to the significant cost and complexity associated with such a study. Any limitation may result in expiration of a portion of the NOL

carryforwards before utilization. Further, until a study is completed by the Company and any limitation is known, no amounts are being presented as an uncertain tax position.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

NOTE 20. SUBSEQUENT EVENTS

In addition to the subsequent events noted above in Note 1, Organization and Business, Note 14, Commitments and Contingencies and Note 17, Share-Based Compensation, the following items also occurred subsequent to December 31, 2022.

RSU activity

On January 1, 2023, 1,554,064 of the Company's outstanding Service-Based RSUs awarded to employees and consultants vested and 524,567 of those shares were repurchased by the Company for tax withholdings owed by the employees. The repurchased shares were recognized in treasury stock on the consolidated balance sheet following the repurchase.

Additionally, subsequent to December 31, 2022, the Company awarded 1,641,803 Service-Based RSUs to new employees and a consultant to the Company with vesting periods ranging from two to four years.

Payments on behalf of Bitfury USA

After December 31, 2022, but before the issuance of these consolidated financial statements, the Company made payments totaling approximately $4.0 million directly to Paradigm in place of Bitfury USA, in respect of manufacturing services for BBACs, the Company’s obligations to Bitfury USA under the Master Services and Supply Agreement were reduced by the same amount.

Bitmain coupons

During the year ended December 31, 2022, the Company was issued coupons by Bitmain that provided the Company with discounts that the Company could redeem through the purchase of additional miners from Bitmain prior to the April 2023 expiration date of the coupons. If the Company had been able to fully utilize the coupons through future purchases of miners, the coupons could have amounted to discounts of approximately $10.9 million. In January 2023, the Company received an offer to purchase the coupons from the Company and, since the Company did not have plans to purchase additional Bitmain miners prior to the expiration date of the coupons, the Company sold the coupons to the interested third party in January 2023 for proceeds of $2.3 million.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of presentation and principles of consolidation

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

•

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

•

the majority of the members of the board of directors of the Company (“Board”) are primarily composed of individuals associated with CMTI;

•

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

•

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

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

Emerging Growth Company

Emerging growth company

Use of Estimates

Use of estimates

Change in Fiscal Year

Change in fiscal year

Cash and Cash Equivalents

Cash and cash equivalents

Concentrations of Credit Risk

Concentrations of credit risk

Accounts Receivable

Accounts receivable

transaction fees earned the last day (last contract period) of the year, but not yet received from the mining pool operator. No allowance was recorded as of December 31, 2022.

Fair Value of Financial Instruments

Fair value of financial instruments

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

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

Refer to Note 18, Fair Value Measurements, for further information about the Level 3 asset and liability rollforwards of activity and Level 3 inputs.

Bitcoin

Property and Equipment, Net

Property and equipment, net

The estimated useful lives for all property and equipment are as follows:


		Useful lives (in years)
Software		3
Office and computer equipment		3
Leasehold improvements		5
Miners and mining equipment		5
Furniture and fixtures		7

Impairment of Long-lived Assets

Impairment of long-lived assets

Investment in Equity Investees

Investment in equity investees

Deferred Investment Costs

Deferred investment costs

Asset Retirement Obligation

Asset retirement obligation

Leases

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.

Common Stock Warrants

Common stock warrants

Treasury Stock

Treasury stock

Treasury share purchases obtained through share withholdings for taxes are recorded at par value.

Revenue Recognition

Revenue recognition

•

Step 1: Identify the contract with the customer

•

Step 2: Identify the performance obligations in the contract

•

Step 3: Determine the transaction price

•

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

•

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

•

Variable consideration

•

Constraining estimates of variable consideration

•

The existence of a significant financing component in the contract

•

Noncash consideration

•

Consideration payable to a customer

There is no significant financing component in these transactions.

During the year ended December 31, 2022, the Company earned revenue of $3.0 million from Foundry, its only customer, representing 100% of total consolidated revenue.

Cost of Revenue

Cost of revenue

Share-based Compensation

Share-based compensation

Income Taxes

Income taxes

Segment Information

Segment information

Net Loss Per Share

Net loss per share


	December 31,
	2022		2021
Public Warrants		8,499,980		8,500,000
Private Placement Warrants		114,000		114,000
Unvested RSUs		18,698,755		11,055,948
		27,312,735		19,669,948

Recently Issued and Adopted Accounting Pronouncements

Recently issued and adopted accounting pronouncements

Recently adopted accounting pronouncements

Recently issued accounting pronouncements

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Estimated Useful Lives for Property and Equipment

The estimated useful lives for all property and equipment are as follows:


		Useful lives (in years)
Software		3
Office and computer equipment		3
Leasehold improvements		5
Miners and mining equipment		5
Furniture and fixtures		7

Computation of Diluted Net Income (Loss) Per Common Share


	December 31,
	2022		2021
Public Warrants		8,499,980		8,500,000
Private Placement Warrants		114,000		114,000
Unvested RSUs		18,698,755		11,055,948
		27,312,735		19,669,948

Business Combination (Tables)

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

Schedule of Reconciliation of Elements of Business Combination


	Recapitalization
Cash - GWAC trust and cash, net of redemptions	$	43,197
Cash - PIPE Financing		322,350
Cash, subscription receivable and/or debt forgiveness - Bitfury Private Placement		60,000
Add: Non-cash net assets assumed from GWAC		433
Less: Fair value of private warrants		(261	)
Less: Transaction costs and advisory fees allocated to equity		(40,552	)
Net Business Combination		385,168
Less: Non-cash net assets assumed from GWAC		(433	)
Less: Transaction costs and advisory fees allocated to warrants		(102	)
Add: Fair value of private warrants		261
Net cash contributions from Business Combination	$	384,893

Schedule of Common Stock Issued Following the Consummation of Business Combination

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


Common stock of GWAC, net of redemptions			4,345,619
GWAC founder shares			3,572,500
GWAC private placement shares			228,000
Shares issued in PIPE Financing			32,235,000
Shares issued in the Bitfury Private Placement			6,000,000
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock			46,381,119
Cipher common shares issued in Business Combination (1)			200,000,000
Shares outstanding			246,381,119

(1)

The number of CMTI common shares outstanding immediately prior to the Business Combination was 500 shares converted at the Exchange Ratio.

Bitcoin (Tables)

12 Months Ended

Dec. 31, 2022

Bitcoin [Abstract]

Schedule of Bitcoin

The following table presents information about the Company’s bitcoin (in thousands):


Balance as of January 1, 2022	$	-
Bitcoin received from equity investees		4,828
Revenue recognized from bitcoin mined, net of receivable		2,939
Proceeds from sale of bitcoin, net of realized gain		(17	)
Impairment of bitcoin		(1,467	)
Balance as of December 31, 2022	$	6,283

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

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


	December 31,
	2022			2021
Miners and mining equipment	$	79,909		$	-
Leasehold improvements		94,807			-
Software		596			-
Office and computer equipment		88			60
Autos		73			-
Furniture and fixtures		69			-
Construction-in-progress		20,437			5,069
Total cost of property and equipment		195,979			5,129
Less: accumulated depreciation		(4,195	)		(5	)
Property and equipment, net	$	191,784		$	5,124

Deposits on Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Disclosure Deposits On Equipment [Abstract]

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

The purchase agreement commitments, deposits paid and expected delivery timing are summarized below (in thousands):


Vendor	Agreement Dates	Original Maximum Purchase Commitment (1)		Open Purchase Commitment		Deposits Paid		Expected Shipping for Open Purchase Commitments
Bitmain Technologies Limited (2)	August 20, 2021 and August 30, 2021	$	171,135	$	1,720	$	1,720	February 2023 through April 2023
SuperAcme Technology (Hong Kong) (2)	May 6, 2022 and November 4, 2022		222,401		50,660		50,660	January 2023 through April 2023
Bitfury USA and other vendors (primarily for BBACs) (3)	Various				20,638		20,638
Total				$	73,018	$	73,018

(1) Maximum purchase commitment did not consider discounts that the Company could qualify for with the respective vendors, which reduced the total cost of the miners.

(3) See Note 11, Related Party Transactions, and Note 20, Subsequent Events, for additional information regarding payments for BBACs.

Investment in Equity Investees (Tables)

12 Months Ended

Dec. 31, 2022

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Activity in Investment in Equity Investee

Activity in the Company’s investment in equity investees during the year ended December 31, 2022 consisted of the following (in thousands):


Balance as of January 1, 2022	$	-
Cost of miners and mining equipment contributed, net of losses recognized upon contribution of miners		94,380
Sales taxes to be paid by Cipher on behalf of equity investees		5,316
Accretion of basis differences related to miner contributions		2,006
Legal costs related to formation of joint ventures reclassified from deferred investment costs		174
Capital distributions		(54,009	)
Bitcoin received from equity investees		(4,828	)
Equity in net losses of equity investees		(5,561	)
Balance as of December 31, 2022	$	37,478

Security Deposits (Tables)

12 Months Ended

Dec. 31, 2022

Deposit Assets Disclosure [Abstract]

Schedule of Security Deposits Consisted


	December 31,
	2022		2021
Luminant Power Purchase Agreement Independent Collateral Amount	$	12,554	$	6,277
Luminant Purchase and Sale Agreement collateral		3,063		3,063
Operating lease security deposits		960		922
Other deposits		1,153		90
Total security deposits	$	17,730	$	10,352

Supplemental Financial Information (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of accrued expenses and other current liabilities

The Company’s accrued expenses and other current liabilities consisted of the following (in thousands):


	December 31,
	2022		2021
Taxes (primarily sales tax)	$	18,798	$	-
Finance lease		339		-
Legal		215		100
Accounting and audit		-		153
Other		1		4
Total accrued expenses and other current liabilities	$	19,353	$	257

Asset Retirement Obligation (Tables)

12 Months Ended

Dec. 31, 2022

Asset Retirement Obligation [Abstract]

Summary of the Changes in the Company's Asset Retirement Obligation

The following is a summary of the changes in the Company’s ARO (in thousands):


Balance as of January 1, 2022	$	-
Initial estimate of ARO liability		16,509
Accretion expense		173
Balance as of December 31, 2022	$	16,682

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Components of Lease Expenses

Components of the Company’s lease expenses are as follows (in thousands):


	Year Ended
	December 31, 2022
Finance lease:
Amortization of ROU asset (1)	$	526
Interest on lease liability		137
Total finance lease expense		663
Operating leases:
Operating lease expense		1,359
Short-term lease rent expense		103
Total lease expense	$	2,125

(1) Amortization of finance lease ROU asset is included within depreciation expense.

Schedule of Other Information Related to Leases

Other information related to the Company’s leases is shown below (dollar amounts in thousands):


	Year Ended
	December 31, 2022
Operating cash flows - operating lease	$	790
ROU asset obtained in exchange for finance lease liability	$	14,998
ROU asset obtained in exchange for operating lease liability	$	5,859


	December 31, 2022
Weighted-average remaining lease term – finance lease (in years)		4.7
Weighted-average remaining lease term – operating lease (in years)		4.4
Weighted-average discount rate – finance lease		11.0	%
Weighted-average discount rate – operating lease		10.9	%
Finance lease ROU asset (1)	$	14,471

Schedule of Future Minimum Lease Payments

As of December 31, 2022, future minimum lease payments during the next five years are as follows (in thousands):


	Finance Lease			Operating Lease			Total
Year Ended December 31, 2023	$	4,068		$	1,581		$	5,649
Year Ended December 31, 2024		4,068			1,581			5,649
Year Ended December 31, 2025		4,068			1,581			5,649
Year Ended December 31, 2026		4,068			1,581			5,649
Year Ended December 31, 2027		2,712			659			3,371
Total lease payments		18,984			6,983			25,967
Less present value discount		(4,188	)		(1,459	)		(5,647	)
Total	$	14,796		$	5,524		$	20,320

Share-based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

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

Schedule of Share-based Compensation Expense


	Year Ended		Eleven Months Ended
	December 31, 2022		December 31, 2021
Service-Based RSUs	$	27,952	$	62,094
Performance-Based RSUs		13,552		1,671
Total share-based compensation expense	$	41,504	$	63,765

Schedule of Weighted Average Assumptions Used in Monte Carlo Valuation Model

Weighted average assumptions used in the November 17, 2021 Monte Carlo valuation model for Performance-Based RSUs awarded on that date were as follows:


Risk-free interest rate	1.60%
Remaining term (in years)		10.0
Expected volatility	96.1%
Expected dividend yield	0%

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 year ended December 31, 2022 is shown below:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested at January 1, 2022		6,798,238		$	8.04
Granted		9,701,634			1.84
Forfeited		(205,048	)		6.34
Vested		(1,853,780	)		7.52
Unvested at December 31, 2022		14,441,044		$	3.96

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Summary of Financial Assets And Liabilities Measurement on Recurring Basis


	Fair Value Measured as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets included in:
Cash and cash equivalents
Money market securities	$	10,943	$	-	$	-	$	10,943
Accounts receivable		98		-		-		98
Derivative asset		-		-		66,702		66,702
	$	11,041	$	-	$	66,702	$	77,743
Liabilities included in:
Warrant liability	$	-	$	-	$	7	$	7
	$	-	$	-	$	7	$	7


	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 as of January 1, 2022	$	-
Fair value on derivative asset effective date		83,610
Proceeds from reduction of scheduled power		(5,056	)
Change in fair value		(11,852	)
Balance as of December 31, 2022	$	66,702

Pursuant to the August 26, 2022 amendment to

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:


	December 31,
	2022			2021
Risk-free rate		4.06	%		1.20	%
Dividend yield rate		0.00	%		0.00	%
Volatility		90.0	%		58.8	%
Contractual term (in years)		3.7			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 (amounts in thousands):


Balance as of February 1, 2021	$	-
Assumed in Business Combination		261
Change in fair value		(124	)
Balance as of December 31, 2021		137
Change in fair value		(130	)
Balance as of December 31, 2022	$	7

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Provision

The components of the Company’s income tax provision are listed below (in thousands):


	Year Ended		Eleven Months Ended
	December 31, 2022		December 31, 2021
Deferred:
Federal	$	1,840	$	-
Total deferred		1,840		-
Income tax provision	$	1,840	$	-

Reconciliation of Expected Tax Computed at U.S. Statutory Federal Income Tax Rate to Total Benefit for Income Taxes

A reconciliation of the expected tax computed at the U.S. statutory federal income tax rate to the total expense for income taxes is shown below:


	Year Ended			Eleven Months Ended
	December 31, 2022			December 31, 2021
Income tax benefit at federal statutory rate		21.0	%		21.0	%
State taxes, net of federal benefit		0.0	%		1.0	%
162m limitations		(1.9	)%		(13.4	)%
Stock compensation		(14.1	)%		(3.3	)%
Permanent differences		0.1	%		0.0	%
Difference and changes in tax rates		(0.8	)%		0.0	%
RTP and other		1.4	%		0.0	%
Change in valuation allowance		(10.6	)%		(5.3	)%
Income tax provision		(4.9	)%		0.0	%

Schedule of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and liabilities were as follows:


	December 31, 2022			December 31, 2021
Deferred tax assets:
Net operating loss carryforwards	$	10,253		$	6,712
Share-based compensation		3,097			1,457
Accruals and other temporary differences		115			68
Intangible assets		4,002			-
Lease liability		4,267			-
Joint venture investments		6,612			-
Bitcoin holdings		308			-
Gross deferred tax assets		28,654			8,237
Valuation allowance		(12,173	)		(8,236	)
Net deferred tax assets		16,481			1
Deferred tax liabilities:
Right-of-use asset		(4,107	)		-
Derivatives		(14,007	)		-
Property and equipment, net		(207	)		(1	)
Gross deferred tax liabilities		(18,321	)		(1	)
Net deferred tax liabilities	$	(1,840	)	$	-

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Computation of Diluted Net Income (Loss) Per Common Share


	December 31,
	2022		2021
Public Warrants		8,499,980		8,500,000
Private Placement Warrants		114,000		114,000
Unvested RSUs		18,698,755		11,055,948
		27,312,735		19,669,948

Organization and Business - Additional Information (Details)			5 Months Ended	11 Months Ended	12 Months Ended
	Dec. 15, 2022 $ / shares	Sep. 21, 2022 USD ($)	Oct. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) DataCenters Mining	Jan. 31, 2021 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of bitcoin mining data centers \| DataCenters					4
Number of bitcoin wholly-owned data centers \| DataCenters					1
Number of bitcoin partially owned data centers \| DataCenters					3
Minimum bid price requirement per share \| $ / shares	$ 1.00
Minimum bid price requirement, Consecutive days	30 days
Minimum bid price requirement to regain compliance threshold, Consecutive business days	10 days
Cash and cash equivalents				$ 209,841,000	$ 11,927,000
Working capital					7,400,000
Stockholders' equity				353,531,000	342,892,000	$ (3,000)
Accumulated deficit				72,156,000	111,209,000
Deposits on equipment				114,856,000	188,103,000
Loss on contribution of equipment			$ 33,400,000
Deposits on equipment, primarily for miners				$ 114,857,000	73,018,000
Aggregate amount of offering price to be received		$ 500,000,000.0
Odessa Facility
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total cost of equipment transferred from deposits on equipment					$ 79,900,000
Number of miners and other mining equipment \| Mining					25,407
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]
Number of miners and other mining equipment \| Mining					12,953
Bear Facility
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of miners and other mining equipment \| Mining					3,254
Chief Facility
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of miners and other mining equipment \| Mining					3,254
Alborz, Bear and Chief Facility
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total cost of equipment transferred from deposits on equipment					$ 127,800,000
Bitfury Top HoldCo
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Ownership percentage					81.60%

Summary of Significant Accounting Policies - Additional Information (Details)	11 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) Segment
Property, Plant and Equipment [Line Items]
Cash equivalents	$ 101,000,000.0	$ 10,900,000
Allowance for accounts receivable		0
Impairment of bitcoin		1,467,000
Bitcoin	0	6,283,000
Impairment of long-lived assets held in use	0	0
Uncertain tax positions	0	0
Uncertain tax positions, interest and penalties	$ 0	$ 0
Number of segment \| Segment		1
ASU 2021-04
Property, Plant and Equipment [Line Items]
Change in accounting principle, accounting standards update, adoption		true
Change in accounting principle, accounting standards update, adoption date		Jan. 01, 2022
Change in accounting principle, accounting standards update, immaterial effect [true false]		true
ASU 2019-12
Property, Plant and Equipment [Line Items]
Change in accounting principle, accounting standards update, adoption		true
Change in accounting principle, accounting standards update, adoption date		Jan. 01, 2022
Change in accounting principle, accounting standards update, immaterial effect [true false]		true
ASU 2016-02
Property, Plant and Equipment [Line Items]
Change in accounting principle, accounting standards update, adoption date		Feb. 01, 2021
Change in accounting principle, accounting standards update, early adoption		true
Change in accounting principle, accounting standards update, immaterial effect [true false]		true
Foundry
Property, Plant and Equipment [Line Items]
Revenue		$ 3,000,000.0
Foundry \| Total Consolidated Revenue \| Customer Concentration Risk
Property, Plant and Equipment [Line Items]
Concentration risk, percentage		100.00%
Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets		3 years
Percentage of ownership in the voting stock of investee		20.00%
Percentage of ownership interest in certain partnership unincorporated joint ventures and limited liability		3.00%
Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets		7 years
Percentage of ownership in the voting stock of investee		50.00%
Percentage of ownership interest in certain partnership unincorporated joint ventures and limited liability		5.00%
Common Stock
Property, Plant and Equipment [Line Items]
Cash tender offer minimum percentage		50.00%

Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives for Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Software
Property, Plant and Equipment [Line Items]
Estimated useful lives for property and equipment	3 years
Office and Computer Equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives for property and equipment	3 years
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Estimated useful lives for property and equipment	5 years
Miners and Mining Equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives for property and equipment	5 years
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Estimated useful lives for property and equipment	7 years

Summary of Significant Accounting Policies - Computation of Diluted Net Income (Loss) Per Common Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share	27,312,735	19,669,948
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	18,698,755	11,055,948

Business Combination - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Aug. 27, 2021	Dec. 31, 2022	Dec. 31, 2021	Jan. 31, 2021
Business Acquisition [Line Items]
Common stock, par value		$ 0.001	$ 0.001
Shares authorized		510,000,000
Share par value		$ 0.001
Common stock, shares authorized		500,000,000	500,000,000
Preferred stock, shares authorized		10,000,000	10,000,000
Common stock voting rights		one vote
Common stock, shares issued		251,095,305	252,131,679
Common stock, shares outstanding	246,381,119	247,551,958	249,279,420
GWAC
Business Acquisition [Line Items]
Fixed exchange ratio (in shares)	200,000,000
Shares authorized	510,000,000
Share par value	$ 0.001
Common stock, shares authorized	500,000,000
Preferred stock, shares authorized	10,000,000
Common stock voting rights	Common Stock is entitled to one vote
Common stock shares held	8,146,119
PIPE Investors
Business Acquisition [Line Items]
Aggregate of shares (in Shares)	32,235,000
Shares issued, price per share	$ 10.00
Gross proceeds	$ 322.4
Common stock shares held	32,235,000
Bitfury Top HoldCo
Business Acquisition [Line Items]
Common stock, shares issued	200,000,000
Common stock, shares outstanding	200,000,000
Aggregate of shares (in Shares)	6,000,000
Shares issued, price per share	$ 10.00
Gross proceeds	$ 60.0
Bitfury Top HoldCo \| Bitfury Private Placement
Business Acquisition [Line Items]
Common stock, shares issued	6,000,000
Common Stock
Business Acquisition [Line Items]
Common stock, shares issued		251,095,305	252,131,679	200,000,000
Common Stock \| GWAC
Business Acquisition [Line Items]
Number of shares issued based upon the exchange ratio	400,000
Common stock, par value	$ 0.001

Business Combination - Schedule of Reconciliation of Elements of Business Combination (Details) $ in Thousands	11 Months Ended
	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Less: Fair value of private warrants	$ (261)
Less: Transaction costs and advisory fees allocated to equity	(40,552)
Less: Transaction costs and advisory fees allocated to warrants	(102)
Add: Fair value of private warrants	261
Net cash contributions from Business Combination	384,893
Bitfury Private Placement
Business Acquisition [Line Items]
Cash, subscription receivable and/or debt forgiveness	60,000
GWAC
Business Acquisition [Line Items]
Add: Non-cash net assets assumed	433
Net Business Combination	385,168
Less: Non-cash net assets assumed	(433)
GWAC Trust and Cash, Net of Redemptions
Business Acquisition [Line Items]
Cash	43,197
PIPE Financing
Business Acquisition [Line Items]
Cash	$ 322,350

Business Combination - Schedule of Common Stock Issued Following the Consummation of Business Combination (Details) - shares		11 Months Ended
	Aug. 27, 2021	Dec. 31, 2021	Dec. 31, 2022
Business Acquisition [Line Items]
Common stock, shares outstanding	246,381,119	249,279,420	247,551,958
Common Stock
Business Acquisition [Line Items]
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock		46,381,119
GWAC
Business Acquisition [Line Items]
Common stock, net of redemptions	4,345,619
Cipher common shares issued in Business Combination	200,000,000
GWAC \| Common Stock
Business Acquisition [Line Items]
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock	46,381,119
GWAC \| Founder Shares
Business Acquisition [Line Items]
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock	3,572,500
GWAC \| Private Placement
Business Acquisition [Line Items]
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock	228,000
GWAC \| PIPE Financing
Business Acquisition [Line Items]
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock	32,235,000
GWAC \| Bitfury \| Private Placement
Business Acquisition [Line Items]
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock	6,000,000

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

Bitcoin - Schedule of Bitcoin (Details)	12 Months Ended
Bitcoin - Schedule of Bitcoin (Details)	Dec. 31, 2022 USD ($)
Bitcoin [Abstract]
Balance as of January 1, 2022	$ 0
Bitcoin received from equity investees	4,828,000
Revenue recognized from bitcoin mined, net of receivable	2,939,000
Proceeds from sale of bitcoin, net of realized gain	(17,000)
Impairment of bitcoin	(1,467,000)
Balance as of December 31, 2022	$ 6,283,000

Bitcoin - Additional Information (Details) $ in Millions	12 Months Ended
Bitcoin - Additional Information (Details) $ in Millions	Dec. 31, 2022 USD ($)
Bitcoin [Abstract]
Fair market value of Bitcoin in level 1 input	$ 6.6
Impairment charges on bitcoin	$ 1.5

Derivative Asset - Additional Information (Details) - USD ($) $ in Thousands			1 Months Ended	12 Months Ended
	Aug. 26, 2022	Feb. 28, 2022	Dec. 31, 2022	Dec. 31, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Proceeds from power sales				$ 1,721
Income from power sales				$ 458
Luminant Power Agreement
Derivative Instruments, Gain (Loss) [Line Items]
Effective agreement date for scheduled amount of energy				Jul. 01, 2022
Sale of electricity back to ERCOT			$ 500
Sale of electricity recorded in change in fair value of derivative asset				$ 1,700
Luminant Power Agreement \| Luminant ET Services Company LLC
Derivative Instruments, Gain (Loss) [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

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	$ 195,979	$ 5,129
Less: accumulated depreciation	(4,195)	(5)
Property and equipment, net	191,784	5,124
Miners and Mining Equipment
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	79,909
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	94,807
Software
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	596
Office and Computer Equipment
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	88	60
Autos
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	73
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	69
Construction in Progress
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	$ 20,437	$ 5,069

Property and Equipment - Additional Information (Details)	11 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) Miner
Property, Plant and Equipment [Line Items]
Depreciation expense \| $	$ 5,000	$ 4,378,000
Impairment charges \| $	$ 0	$ 0
Number of MicroBT miners deployed		17,833
Bitmain
Property, Plant and Equipment [Line Items]
Number of miners deployed		7,574
Odessa Facility
Property, Plant and Equipment [Line Items]
Number of miners deployed		25,407

Deposits on Equipment - Additional Information (Details) $ in Millions			11 Months Ended	12 Months Ended
	Nov. 04, 2022 USD ($) Mining	Apr. 08, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) Antminer Containers Mining	Nov. 30, 2022 Antminer	May 06, 2022 Antminer	Apr. 11, 2022 USD ($)
Bitfury Top Hold Co [Member]
Property, Plant and Equipment [Line Items]
Deposits Paid			$ 10.0
Bitfury Top Hold Co [Member] \| Repayment of Deposits
Property, Plant and Equipment [Line Items]
Repayment of deposits		$ 10.0		$ 10.0
Bitfury USA Inc
Property, Plant and Equipment [Line Items]
Number of block box air cooled containers to be purchased \| Containers				240
BlocKBox Air-Cooled Containers \| Bitfury USA Inc
Property, Plant and Equipment [Line Items]
Description of purchase agreements			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 Company received delivery of all of the BBACs during the year ended December 31, 2022. See Note 11, Related Party Transactions, 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 this agreement, the Company paid a $10.0 million deposit to Bitfury Top HoldCo which was included in deposits on equipment in the Company’s consolidated balance sheet as of December 31, 2021; 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 11, Related Party Transactions, shares of Common Stock held by Bitfury Top HoldCo were returned to the Company as consideration for, or repayment of, the $10.0 million deposit.
Maximum \| Bitfury Top Hold Co [Member]
Property, Plant and Equipment [Line Items]
Number of miners to be purchased \| Mining				56,000
Minimum \| Bitfury Top Hold Co [Member]
Property, Plant and Equipment [Line Items]
Number of miners to be purchased \| Mining				28,000
Bitmain Technologies Limited
Property, Plant and Equipment [Line Items]
Description of purchase agreements				the Company purchased a total of 27,000 Antminer S19j Pro (100 TH/s) (“S19j Pro”) miners and had received 27,035 miners from Bitmain at our data centers in Texas as of December 31, 2022. The Company has no further payment obligations under this agreement with Bitmain. In November and December 2022, the Company agreed to purchase an additional 5,000 and 2,200 S19j Pros, respectively, from Bitmain. The Company utilized accumulated Bitmain credits and coupons for the majority of the purchase price for these miners and has no further payments due in respect of these orders.
Number of miners purchased \| Antminer				27,000
Number of miners to be purchased \| Antminer				2,200	5,000
Number of miners received \| Antminer				27,035
SuperAcme Technology (Hong Kong)
Property, Plant and Equipment [Line Items]
Description of purchase agreements				Under the framework agreement of September 2021 with SuperAcme Technology (Hong Kong) Limited (“SuperAcme”), which was amended and restated by the Amended and Restated Framework Agreement on Supply of Blockchain Servers (the “Amended and Restated Framework Agreement”), dated as of May 6, 2022, the Company agreed to purchase 60,000 MicroBT M30S, M30S+ and M30S++ miners. On November 4, 2022, the Company entered into a Supplementary agreement of the Framework Agreement on Supply of Blockchain Servers (the “Supplementary Agreement”) with SuperAcme, which amended and supplemented the Amended and Restated Framework Agreement by changing the previously agreed fixed and floating price terms for miners that had yet to be delivered.
Number of miners delivered \| Mining	17,833
Aggregate cost	$ 51.1
Advance Payments	$ 101.8
Remaining balance payable for purchase of miners							$ 50.7
SuperAcme Technology (Hong Kong) \| Amended SuperAcme Agreement [Member]
Property, Plant and Equipment [Line Items]
Number of miners to be purchased \| Antminer						60,000

Deposits on Equipment - Schedule of Purchase Agreement Commitments, Deposits Paid and Expected Delivery Timing (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Open Purchase Commitment	$ 73,018
Deposits on equipment, primarily for miners	73,018	$ 114,857
Bitmain Technologies Limited
Property Plant And Equipment [Line Items]
Open Purchase Commitment	1,720
Deposits on equipment, primarily for miners	$ 1,720
Expected Shipping for Open Purchase Commitment Starting Month and Year	2023-02
Expected Shipping for Open Purchase Commitment Ending Month and Year	2023-04
Bitmain Technologies Limited \| Maximum
Property Plant And Equipment [Line Items]
Original Maximum Purchase Commitment	$ 171,135
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]
Open Purchase Commitment	$ 50,660
Deposits on equipment, primarily for miners	$ 50,660
Expected Shipping for Open Purchase Commitment Starting Month and Year	2023-01
Expected Shipping for Open Purchase Commitment Ending Month and Year	2023-04
SuperAcme Technology (Hong Kong) \| Maximum
Property Plant And Equipment [Line Items]
Original Maximum Purchase Commitment	$ 222,401
SuperAcme Technology (Hong Kong) \| Agreement One
Property Plant And Equipment [Line Items]
Agreement Dates	May 06, 2022
SuperAcme Technology (Hong Kong) \| Agreement Two
Property Plant And Equipment [Line Items]
Agreement Dates	Nov. 04, 2022
Bitfury USA Inc. and Other Vendors (Primarily for BBACs)
Property Plant And Equipment [Line Items]
Open Purchase Commitment	$ 20,638
Deposits on equipment, primarily for miners	$ 20,638

Investment in Equity Investees - Additional Information - (Details) $ in Millions	5 Months Ended	12 Months Ended
	Oct. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) 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%
Loss on contribution of equipment	$ 33.4
Remaining basis differences not yet been accreted		$ 31.4
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
Bear Facility
Schedule of Equity Method Investments [Line Items]
Number of miners and other mining equipment \| Mining		3,254
Chief Facility
Schedule of Equity Method Investments [Line Items]
Number of miners and other mining equipment \| Mining		3,254
Maximum
Schedule of Equity Method Investments [Line Items]
Estimated useful lives of assets		7 years
Wind HQ
Schedule of Equity Method Investments [Line Items]
Definitive framework agreement date		Jun. 10, 2021
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, Bear and Chief LLC
Schedule of Equity Method Investments [Line Items]
Company's share of equity method investment loss		$ 5.6
Loss on contribution of equipment		33.4
Total cost of contributed equipment		$ 127.8
Alborz, Bear and Chief LLC \| Miners and Mining Equipment
Schedule of Equity Method Investments [Line Items]
Estimated useful lives of assets		5 years
Initial Data Center LLC
Schedule of Equity Method Investments [Line Items]
Percentage of interest in joint venture		49.00%
Initial Data Center LLC \| Wind HQ
Schedule of Equity Method Investments [Line Items]
Percentage of interest in joint venture		51.00%
Future Data Center LLC \| Maximum
Schedule of Equity Method Investments [Line Items]
Expected percentage of interest in future joint venture		49.00%
Future Data Center LLC \| Wind HQ \| 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	12 Months Ended
	Dec. 31, 2022 USD ($)
Equity Method Investments and Joint Ventures [Abstract]
Cost of miners and mining equipment contributed, net of losses recognized upon contribution	$ 94,380
Sales taxes to be paid by Cipher on behalf of equity investees	5,316
Accretion of basis differences related to miner contributions	2,006
Legal costs related to formation of joint ventures reclassified from deferred investment costs	174
Capital distributions	(54,009)
Bitcoin received from equity investees	(4,828)
Equity in net loss of equity investee	(5,561)
Balance as of December 31, 2022	$ 37,478

Investment in Equity Investees - Summarized Financial Information of the Unconsolidated Equity Investees (Details) - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Schedule of Equity Method Investments [Line Items]
Revenues		$ 3,037
Net loss	$ (72,153)	$ (39,053)

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
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- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details

Security Deposits - Schedule of Security Deposits Consisted (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Sep. 01, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Operating lease security deposits	$ 960	$ 922
Other deposits	1,153	90
Total security deposits	17,730	10,352
Luminant Power Purchase Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collateral amount	12,554	6,277	$ 6,300
Luminant Purchase and Sale Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collateral amount	$ 3,063	$ 3,063

Security Deposits Additional Information (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Sep. 01, 2021
Luminant Purchase and Sale Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collateral Amount	$ 3,063	$ 3,063
Luminant Power Purchase Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collateral Amount	$ 12,554	$ 6,277	$ 6,300

Supplemental Financial Information - Additional Information (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Prepaid expenses and other current assets	$ 7,254	$ 13,819
Wind HQ
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Temporarily held cryptocurrency	$ 1,200

Supplemental Financial Information - Schedule of Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accrued Expenses And Other Current Liabilities [Abstract]
Taxes (primarily sales tax)	$ 18,798	$ 0
Finance lease	339	0
Legal	215	100
Accounting and audit	0	153
Other	1	4
Total accrued expenses and other current liabilities	$ 19,353	$ 257

Related Party Transactions - Additional Information (Details)		6 Months Ended	11 Months Ended	12 Months Ended
	Apr. 08, 2022 USD ($) shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) Containers $ / MW MW	Dec. 31, 2021 USD ($)
Related Party Transaction [Line Items]
Deposits on equipment		$ 73,018,000	$ 114,857,000	$ 73,018,000	$ 114,857,000
Receivables, related party		1,102,000		1,102,000
Accounts payable, related party		3,083,000		3,083,000
Outstanding loan balance repaid			7,038,000
Bitcoin		6,283,000		$ 6,283,000
Master Services and Supply Agreement
Related Party Transaction [Line Items]
Agreement, initial term				84 months
Agreement, auto renewal period				12 months
Bitfury Top HoldCo
Related Party Transaction [Line Items]
Agreement provides cancellation of common shares \| shares	2,890,173
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 \| Repayment of Deposits
Related Party Transaction [Line Items]
Repayment of deposits	$ 10,000,000.0			$ 10,000,000.0
Bitfury USA Inc
Related Party Transaction [Line Items]
Number of block box air cooled containers to be purchased \| Containers				240
Payment For Manufacturing Services On Behalf Of Related Party		13,100,000
Bitfury USA Inc \| Purchase Agreement
Related Party Transaction [Line Items]
Amount reimbursed to related party excluding service fee			2,400,000		$ 2,400,000
Percentage of service fee					7.00%
Bitfury USA Inc \| Deposits on Equipment \| Purchase Agreement
Related Party Transaction [Line Items]
Payment to related party				$ 21,700,000
Deposits on equipment		500,000		500,000
Amount reimbursed to related party including service fee			2,500,000		$ 2,500,000
Bitfury USA Inc \| Construction in Progress \| Purchase Agreement
Related Party Transaction [Line Items]
Contruction in progress		1,100,000		1,100,000
Amount reimbursed to related party including service fee			$ 100,000		$ 100,000
Wind HQ
Related Party Transaction [Line Items]
Bitcoin		1,200,000		1,200,000
Bitcoin received as payment for services				300,000
Data Center Llc
Related Party Transaction [Line Items]
Related party receivable		$ 1,100,000		$ 1,100,000
Waiver Agreements \| Bitfury Top HoldCo
Related Party Transaction [Line Items]
Agreement provides cancellation of common shares \| shares	2,890,173

Asset Retirement Obligation - Summary of the Changes in the Company's Asset Retirement Obligation (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Asset Retirement Obligation [Abstract]
Initial estimate of ARO liability	$ 16,509
Accretion expense	173
Balance as of December 31, 2022	$ 16,682

Leases - Additional Information (Details)	12 Months Ended
Leases - Additional Information (Details)	Dec. 31, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Lease initial term	64 months
Lease commencement date	Feb. 01, 2022
Short-term lease costs	$ 103,000
Variable lease costs	$ 0
Combined Luminant Lease Agreement
Lessee, Lease, Description [Line Items]
Principal and interest due over period	5 years
Estimated undiscounted principal payments	$ 15,000,000.0
Lease initial term	5 years
Lease commencement date	Nov. 22, 2022
Affiliates of Luminant ET Services Company LLC
Lessee, Lease, Description [Line Items]
Lease agreement date	Jun. 29, 2021
Lease amendment and restatement date	Jul. 09, 2021

Leases - Schedule of Components of Lease Expenses (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Finance lease:
Amortization of ROU asset	$ 526
Interest on lease liability	137
Total finance lease expense	663
Operating leases:
Operating lease expense	1,359
Short-term lease rent expense	103
Total lease expense	$ 2,125

Leases - Schedule of Other Information Related to Leases (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Leases [Abstract]
Operating cash flows - operating lease	$ 790
ROU asset obtained in exchange for finance lease liability	14,998
ROU asset obtained in exchange for operating lease liability	$ 5,859
Weighted-average remaining lease term - finance lease (in years)	4 years 8 months 12 days
Weighted-average remaining lease term - operating lease (in years)	4 years 4 months 24 days
Weighted-average discount rate - finance lease	11.00%
Weighted-average discount rate - operating lease	10.90%
Finance lease ROU asset	$ 14,471
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, Plant and Equipment, Net

Leases - Schedule of Other Information Related to Leases (Parenthetical) (Details) $ in Millions	Dec. 31, 2022 USD ($)
Leases [Abstract]
Accumulated amortization for finance lease ROU asset	$ 0.5

Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Finance Lease
Year Ended December 31, 2023	$ 4,068
Year Ended December 31, 2024	4,068
Year Ended December 31, 2025	4,068
Year Ended December 31, 2026	4,068
Year Ended December 31, 2027	2,712
Total lease payments	18,984
Less present value discount	(4,188)
Total	14,796
Operating Lease
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 lease payments	6,983
Less present value discount	(1,459)
Total	5,524
Total
Year Ended December 31, 2023	5,649
Year Ended December 31, 2024	5,649
Year Ended December 31, 2025	5,649
Year Ended December 31, 2026	5,649
Year Ended December 31, 2027	3,371
Total lease payments	25,967
Less present value discount	(5,647)
Total	$ 20,320

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions				12 Months Ended
	Feb. 02, 2023	Sep. 29, 2022	Aug. 26, 2022	Dec. 31, 2022
Luminant Power Agreement
Loss Contingencies [Line Items]
Amount received from Power Agreement		$ 5.1	$ 5.1
Proceeds from power sales		$ 1.7		$ 1.7
Standard Power Arrangement
Loss Contingencies [Line Items]
Standard power hosting agreement date				Feb. 03, 2021
Standard Power Arrangement \| Subsequent Event
Loss Contingencies [Line Items]
Standard power hosting agreement termination date	Feb. 02, 2023

Stockholders' Equity - Additional Information (Details) - USD ($)			11 Months Ended	12 Months Ended
	Sep. 21, 2022	Apr. 08, 2022	Dec. 31, 2021	Dec. 31, 2022
Shares authorized				510,000,000
Share par value				$ 0.001
Common stock, par value			$ 0.001	$ 0.001
Common stock, shares authorized			500,000,000	500,000,000
Preferred stock, shares authorized			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
Private Placement Warrants
Warrant outstanding			114,000	114,000
Public Warrants
Warrant outstanding			8,500,000	8,499,980
Common Stock \| Private Placement Warrants
Warrant outstanding	114,000
Common Stock \| Public Warrants
Warrant outstanding	8,499,978
Maximum \| At the Market Offering Agreement
Aggregate amount of offering price to be received	$ 250,000,000.0
Percentage of agent commission	3.00%
Maximum \| Common Stock
Shares to be offered for sale by selling security holders	23,265,565
Maximum \| Common Stock \| Private Placement Warrants
Shares of common stock issuable upon exercise of warrants	114,000
Maximum \| Common Stock \| Public Warrants
Shares of common stock issuable upon exercise of warrants	8,499,978
Maximum \| Warrants
Warrants to be offered for sale by selling security holder	85,500
Bitfury Top HoldCo
Agreement provides cancellation of common shares		2,890,173
Deposits Paid			$ 10,000,000.0
Repayment of Deposits \| Bitfury Top HoldCo
Repayment of deposits		$ 10,000,000.0		$ 10,000,000.0
Restricted Stock Units
Repurchase of common stock related to tax withholding settlement			2,852,259	691,088

Warrants - Additional Information (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	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	114,000
Public Warrants
Subsidiary Sale Of Stock [Line Items]
Warrant outstanding	8,499,980	8,500,000
Warrant expiration term			5 years
Redemption price	$ 0.01
Minimum period for written notice of redemption	30 days
Redemption closing price	$ 18.00
Consecutive trading days	20 days
Consecutive trading days after commencement	30 days
Warrant description	he Company may redeem the outstanding warrants (except as described below with respect to the Private Placement Warrants):•in whole and not in part;•at a price of $0.01 per warrant;•upon a minimum of 30 days’ prior written notice of redemption to each warrant holder;•if, and only if, the closing price of Common Stock equals or exceeds $18.00 per share (as adjusted for share splits, stock capitalizations, reorganizations, recapitalizations and the like), for any 20 trading days within a 30-trading day period ending three trading days before the Company sends notice of redemption to warrant holders.

Share-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions			11 Months Ended	12 Months Ended
	Nov. 17, 2021	Aug. 27, 2021	Dec. 31, 2021	Dec. 31, 2022	Jan. 01, 2023	Jan. 01, 2022
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 is 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]
Share-based compensation arrangement award fully vested upon grant				1,853,780
Share-based compensation arrangement award granted				9,701,634
Unrecognized compensation expense				$ 39.4
Unrecognized compensation expense, weighted-average vesting period				1 year 7 months 6 days
Share-based compensation award vest upon achievement of maximum market capitalization				$ 10,000.0
Number of unvested shares			6,798,238	14,441,044
Weighed average grant date fair value			$ 8.04	$ 3.96
Performance-Based RSUs
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Unrecognized compensation expense				$ 17.8
Unrecognized compensation expense, weighted-average vesting period				1 year 4 months 24 days
Number of unvested shares			4,257,710	4,257,710
Weighed average grant date fair value			$ 7.76	$ 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				1,044,594
Number of shares available for issuance of awards increase (decrease)						7,478,382
Incentive Award Plan \| Restricted Stock Units \| CEO
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation arrangement award fully vested upon grant	5,676,946
Share-based compensation arrangement award granted	7,096,183
Incentive Award Plan \| Service-Based RSUs \| CEO
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation arrangement award granted	2,838,473
Incentive Award Plan \| Performance-Based RSUs \| CEO
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation arrangement award granted	4,257,710
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
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	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
Subsequent Event \| 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 increase (decrease)					7,426,559

Share-based Compensation - Schedule of Share-based Compensation Expense (Details) - General and Administrative Expenses - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	$ 63,765	$ 41,504
Service-Based RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	62,094	27,952
Performance-Based RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	$ 1,671	$ 13,552

Share-based Compensation - Summary of Unvested RSU Activity (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Service-Based RSUs
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	9,701,634
Number of Shares, Forfeited \| shares	(205,048)
Number of Shares, Vested \| shares	(1,853,780)
Number of Shares, Unvested, Ending \| shares	14,441,044
Weighted Average Grant Date Fair Value, Unvested, Beginning \| $ / shares	$ 8.04
Weighted Average Grant Date Fair Value, Granted \| $ / shares	1.84
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	6.34
Weighted Average Grant Date Fair Value, Vested \| $ / shares	7.52
Weighted Average Grant Date Fair Value, Unvested, Ending \| $ / shares	$ 3.96
Performance-Based RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Unvested, Beginning \| shares	4,257,710
Number of Shares, Unvested, Ending \| shares	4,257,710
Weighted Average Grant Date Fair Value, Unvested, Beginning \| $ / shares	$ 7.76
Weighted Average Grant Date Fair Value, Unvested, Ending \| $ / shares	$ 7.76

Share-based Compensation - Schedule of Weighted Average Assumptions Used in Monte Carlo Valuation Model (Details) - Performance-Based RSUs	Nov. 17, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	1.60%
Remaining term (in years)	10 years
Expected volatility	96.10%
Expected dividend yield	0.00%

Fair Value Measurements - Summary of Financial Assets And Liabilities Measurement on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets included in:
Accounts receivable	$ 98
Assets, fair value	77,743	$ 101,004
Liabilities:
Liabilities, fair value	7	137
Level 1
Assets included in:
Accounts receivable	98
Assets, fair value	11,041	101,004
Level 3
Assets included in:
Assets, fair value	66,702
Liabilities:
Liabilities, fair value	7	137
Warrant Liability
Liabilities:
Liabilities, fair value	7	137
Warrant Liability \| Level 3
Liabilities:
Liabilities, fair value	7	137
Money Market Securities
Assets included in:
Cash and cash equivalents	10,943	101,004
Money Market Securities \| Level 1
Assets included in:
Cash and cash equivalents	10,943	$ 101,004
Derivative Asset
Assets included in:
Assets, fair value	66,702
Derivative Asset \| Level 3
Assets included in:
Assets, fair value	$ 66,702

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions				12 Months Ended
	Sep. 29, 2022	Aug. 26, 2022	Jul. 01, 2022	Dec. 31, 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			7.19%	6.83%
Change in fair value				$ 11.9
Level 3 \| Luminant Power Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term of Power Agreement			5 years

Fair Value Measurements - Summary of Changes in Estimated Fair Value of Derivative Asset (Details) - Level 3 $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value	$ 11,900
Derivative Asset
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value on derivative asset effective date	83,610
Amount Received from Power Agreement	(5,056)
Change in fair value	$ (11,852)
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change in Fair Value of Derivative Asset
Balance, end of period	$ 66,702

Fair Value Measurements - Summary of Assumptions Utilized in Valuations of Private Placement Warrants (Details) - Private Placement Warrants	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Term	3 years 8 months 12 days	4 years 8 months 12 days
Risk-free Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private placement warrants, Measurement input	4.06	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	90.0	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 - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Balance, beginning of period		$ 137
Assumed in Business Combination	$ 261
Change in fair value	(124)	$ (130)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Fair Value Adjustment of Warrants
Balance, end of period	$ 137	$ 7

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Provision for income taxes	$ 0	$ 1,840
Valuation allowance	$ 8,236	12,173
Increase in valuation allowance		3,900
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards		44,100
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards		$ 19,200
Operating loss carryforwards, expiration year		2042

- Definition

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

+ References + Details

Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Deferred:
Federal		$ 1,840
Total deferred		1,840
Income tax provision	$ 0	$ 1,840

- Definition

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

+ References + Details

Income Taxes - Reconciliation of Expected Tax Computed at U.S. Statutory Federal Income Tax Rate to Total Benefit for Income Taxes (Details)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income tax benefit at federal statutory rate	21.00%	21.00%
State taxes, net of federal benefit	1.00%	0.00%
162m limitations	(13.40%)	(1.90%)
Stock compensation	(3.30%)	(14.10%)
Permanent differences	0.00%	0.10%
Difference and changes in tax rates	0.00%	(0.80%)
RTP and other	0.00%	1.40%
Change in valuation allowance	(5.30%)	(10.60%)
Income tax provision	0.00%	(4.90%)

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net Operating loss carryforwards	$ 10,253	$ 6,712
Share-based compensation	3,097	1,457
Accruals and other temporary difference	115	68
Intangible assets	4,002
Lease liability	4,267
Joint venture investments	6,612
Bitcoin holdings	308
Gross deferred tax assets	28,654	8,237
Valuation allowance	(12,173)	(8,236)
Net deferred tax assets	16,481	1
Deferred tax liabilities:
Right-of-use asset	(4,107)
Derivatives	(14,007)
Property and equipment, net	(207)	(1)
Gross deferred tax liabilities	(18,321)	$ (1)
Net deferred tax liabilities	$ (1,840)

Net Loss Per Share - Schedule of Common Shares Excluded from Computation of Diluted Net Loss Per Common Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share	27,312,735	19,669,948
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	18,698,755	11,055,948

Subsequent Events - Additional Information (Details) - USD ($) $ in Millions		1 Months Ended	6 Months Ended	12 Months Ended
	Jan. 01, 2023	Jan. 31, 2023	Dec. 31, 2022	Dec. 31, 2022
Subsequent Event [Line Items]
Vesting period				4 years
Bitmain Technologies Limited
Subsequent Event [Line Items]
Coupon expiry date, month and year				2023-04
Discounted coupon amount				$ 10.9
Bitfury USA Inc
Subsequent Event [Line Items]
Payment for manufacturing services on behalf of related party			$ 13.1
Subsequent Event
Subsequent Event [Line Items]
Proceeds from sale of coupons		$ 2.3
Subsequent Event \| Bitfury USA Inc
Subsequent Event [Line Items]
Payment for manufacturing services on behalf of related party	$ 4.0
Service-Based RSUs
Subsequent Event [Line Items]
Shares vested				1,853,780
Shares granted				9,701,634
Service-Based RSUs \| Subsequent Event
Subsequent Event [Line Items]
Repurchase of common stock related to tax withholding settlement	524,567
Service-Based RSUs \| Employees and Consultants \| Subsequent Event
Subsequent Event [Line Items]
Shares vested	1,554,064
Service-Based RSUs \| New Employees and Consultant \| Subsequent Event
Subsequent Event [Line Items]
Shares granted	1,641,803
Service-Based RSUs \| New Employees and Consultant \| Subsequent Event \| Minimum
Subsequent Event [Line Items]
Vesting period	2 years
Service-Based RSUs \| New Employees and Consultant \| Subsequent Event \| Maximum
Subsequent Event [Line Items]
Vesting period	4 years