UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

CIPHER MINING INC.

(Exact name of Registrant as Specified in Its Charter)

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

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

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

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

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On July 10, 2024, Cipher Mining Inc. (the “Company”), through its wholly-owned subsidiary Cipher Mining Infrastructure LLC, a Delaware limited liability company, entered into an Amendment Agreement to the Future Sales and Purchase Agreement (the “Amendment Agreement”) with Bitmain Technologies Delaware Limited (“Bitmain”), which amends that certain Future Sales and Purchase Agreement, dated December 16, 2023, as amended by that certain Supplement Agreement, dated June 5, 2024 (the “Original Agreement”).

The Amendment Agreement (1) upgraded the miners the Company has the option, but not an obligation, to purchase from 45,706 additional Antminer T21 miners to 32,164 additional Antminer S21 XP miners (the “Option Miners”) and (2) extended the call option period the Company has to exercise its purchase of the Option Miners, which it may exercise in whole or in part, in one or more transactions, from December 31, 2024 to June 30, 2025.

The purchase price for the Option Miners under the Amendment Agreement is $186,712,020 (the “Option Purchase Price”) with (i) 10% of the Option Purchase Price, less $12,157,796 already paid, due within 7 days of the execution of the Amendment Agreement, (ii) 10% of the purchase price of the applicable batch of Option Miners due within 7 days of the Company's delivery of a call option exercise notice to purchase a batch of Option Miners, (iii) 30% of the purchase price of the applicable batch of Option Miners due three months prior to the first shipping date of such batch, (iv) 30% of the purchase price of the applicable batch of Option Miners due one month prior to the first shipping date of such batch and (v) the remaining 20% of the purchase price of the applicable batch of Option Miners due 180 days after the first shipping date of such batch.

SIGNATURES

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