0000950170-24-095795 | 10-Q | XBRL Viewer

Organization	6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	NOTE 1. ORGANIZATION Nature of operations Cipher Mining Inc. (“Cipher” or the “Company”) is an emerging technology company that develops and operates industrial scale bitcoin mining data centers. Bitcoin mining is the Company’s principal revenue generating business activity. The Company operates one wholly-owned data center and jointly operates three partially-owned data centers that were acquired through investments in joint ventures. The Company began deployment of capacity in 2022, with mining operations beginning at the partially-owned Alborz facility in February 2022 (the “Alborz Facility”), as well as the partially-owned Bear facility (the “Bear Facility”) and the partially-owned Chief facility (the “Chief Facility”) in October 2022. The Company began bitcoin mining operations at the wholly-owned Odessa facility (the “Odessa Facility”) in November 2022. In December 2023, the Company announced the acquisition of a site for a new wholly-owned data center in Winkler County, Texas, the “Black Pearl Facility”, which is expected to commence operations in 2025. Bitfury Top HoldCo B.V. and its subsidiaries (“Bitfury Top HoldCo” and, with its subsidiaries, the “Bitfury Group”) beneficially owned approximately 33.6% of the Company’s common stock, $0.001 par value per share (“Common Stock”), as of June 30, 2024. Out-of-period-adjustments Cost of revenue and power sales for the three and six months ended June 30, 2023 included out-of-period adjustments of approximately $1.0 million and $0.6 million, respectively, and $2.0 million and $1.6 million, respectively, that increased both cost of revenue and power sales on the unaudited condensed consolidated statements of operations for the six months ended June 30, 2023, and resulted in net increases to operating loss and loss before taxes of approximately $0.4 million during both periods. These out-of-period adjustments related to power costs and power sales for the year ended December 31, 2022 at the Company’s Odessa Facility, which are invoiced on a net basis by the Company’s power provider. Management evaluated the impact of this error on the Company’s previously issued audited consolidated financial statements for the year ended December 31, 2022, as well as on its unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023, assessing the error both quantitatively and qualitatively, and concluded that the error was not material to the financial statements for either period. Risks and uncertainties Liquidity, capital resources and limited business history The Company has historically experienced net losses and negative cash flows from operations. As of June 30, 2024, the Company had approximate balances of cash and cash equivalents of $122.6 million, working capital of $273.0 million, total stockholders’ equity of $690.8 million and an accumulated deficit of $112.2 million. During the fiscal year ended December 31, 2023, and the six months ended June 30, 2024, the Company used proceeds from sales of bitcoin earned by or received from its bitcoin mining data centers, as well as strategic sales of shares through “at-the-market” offerings to support its operating expenses and capital expenditures. The Company monitors its balance sheet on an ongoing basis to determine the proper mix of bitcoin retention and bitcoin sales to support its cash requirements, ongoing operations, and capital expenditures. Bitcoin is classified as a current asset on the Company’s balance sheets due to its intent and ability to sell bitcoin to support operations when needed. Approximately $52.0 million of cash was used for operating activities during the six months ended June 30, 2024. During the six months ended June 30, 2024, the Company paid approximately $35.7 million for deposits on equipment in connection with new miner purchases for its Odessa Facility, and reclassified approximately $13.8 million to property and equipment related to these miners being placed into service. The Company has a master loan agreement with Coinbase Credit, Inc., as lender, and Coinbase, Inc., as lending service provider. Pursuant to the master loan agreement, the Company established a secured line of credit up to $10.0 million (the “Credit Facility”). The Company will not incur commitment fees for unused portions of the Credit Facility. The borrowing rate on amounts drawn against the Credit Facility is determined on the basis of the Federal Funds Target Rate - Upper Bound, plus 2.5%, calculated daily based on a 365-day year and payable monthly for the duration of the loan. Borrowings under the Credit Facility are available on demand, open term, and collateralized by bitcoin transferred to the lending service provider’s platform. As of June 30, 2024, the Company has not drawn upon the Credit Facility. Management believes that the Company’s existing financial resources, including access to the Credit Facility, combined with projected cash and bitcoin inflows from its data centers and its 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 unaudited condensed consolidated financial statements are issued. There is limited historical financial information about the Company upon which to base an evaluation of its performance. 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 may require additional capital to pursue certain business opportunities or respond to technological advancements, competitive dynamics or technologies, challenges, acquisitions or unforeseen circumstances. Additionally, the Company has incurred and expects to continue to incur significant costs related to operating as 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.

Organization

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NOTE 1. ORGANIZATION

Nature of operations

Cipher Mining Inc. (“Cipher” or the “Company”) is an emerging technology company that develops and operates industrial scale bitcoin mining data centers. Bitcoin mining is the Company’s principal revenue generating business activity. The Company operates one wholly-owned data center and jointly operates three partially-owned data centers that were acquired through investments in joint ventures.

The Company began deployment of capacity in 2022, with mining operations beginning at the partially-owned Alborz facility in February 2022 (the “Alborz Facility”), as well as the partially-owned Bear facility (the “Bear Facility”) and the partially-owned Chief facility (the “Chief Facility”) in October 2022. The Company began bitcoin mining operations at the wholly-owned Odessa facility (the “Odessa Facility”) in November 2022. In December 2023, the Company announced the acquisition of a site for a new wholly-owned data center in Winkler County, Texas, the “Black Pearl Facility”, which is expected to commence operations in 2025.

Bitfury Top HoldCo B.V. and its subsidiaries (“Bitfury Top HoldCo” and, with its subsidiaries, the “Bitfury Group”) beneficially owned approximately 33.6% of the Company’s common stock, $0.001 par value per share (“Common Stock”), as of June 30, 2024.

Out-of-period-adjustments

Cost of revenue and power sales for the three and six months ended June 30, 2023 included out-of-period adjustments of approximately $1.0 million and $0.6 million, respectively, and $2.0 million and $1.6 million, respectively, that increased both cost of revenue and power sales on the unaudited condensed consolidated statements of operations for the six months ended June 30, 2023, and resulted in net increases to operating loss and loss before taxes of approximately $0.4 million during both periods. These out-of-period adjustments related to power costs and power sales for the year ended December 31, 2022 at the Company’s Odessa Facility, which are invoiced on a net basis by the Company’s power provider. Management evaluated the impact of this error on the Company’s previously issued audited consolidated financial statements for the year ended December 31, 2022, as well as on its unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023, assessing the error both quantitatively and qualitatively, and concluded that the error was not material to the financial statements for either period.

Risks and uncertainties

Liquidity, capital resources and limited business history

The Company has historically experienced net losses and negative cash flows from operations. As of June 30, 2024, the Company had approximate balances of cash and cash equivalents of $122.6 million, working capital of $273.0 million, total stockholders’ equity of $690.8 million and an accumulated deficit of $112.2 million. During the fiscal year ended December 31, 2023, and the six months ended June 30, 2024, the Company used proceeds from sales of bitcoin earned by or received from its bitcoin mining data centers, as well as strategic sales of shares through “at-the-market” offerings to support its operating expenses and capital expenditures.

The Company monitors its balance sheet on an ongoing basis to determine the proper mix of bitcoin retention and bitcoin sales to support its cash requirements, ongoing operations, and capital expenditures. Bitcoin is classified as a current asset on the Company’s balance sheets due to its intent and ability to sell bitcoin to support operations when needed. Approximately $52.0 million of cash was used for operating activities during the six months ended June 30, 2024.

During the six months ended June 30, 2024, the Company paid approximately $35.7 million for deposits on equipment in connection with new miner purchases for its Odessa Facility, and reclassified approximately $13.8 million to property and equipment related to these miners being placed into service.

The Company has a master loan agreement with Coinbase Credit, Inc., as lender, and Coinbase, Inc., as lending service provider. Pursuant to the master loan agreement, the Company established a secured line of credit up to $10.0 million (the “Credit Facility”). The Company will not incur commitment fees for unused portions of the Credit Facility. The borrowing rate on amounts drawn against the Credit Facility is determined on the basis of the Federal Funds Target Rate - Upper Bound, plus 2.5%, calculated daily based on a 365-day year and payable monthly for the duration of the loan. Borrowings under the Credit Facility are available on demand, open term, and collateralized by bitcoin transferred to the lending service provider’s platform. As of June 30, 2024, the Company has not drawn upon the Credit Facility.

Management believes that the Company’s existing financial resources, including access to the Credit Facility, combined with projected cash and bitcoin inflows from its data centers and its 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 unaudited condensed consolidated financial statements are issued.

There is limited historical financial information about the Company upon which to base an evaluation of its performance. 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 may require additional capital to pursue certain business opportunities or respond to technological advancements, competitive dynamics or technologies, challenges, acquisitions or unforeseen circumstances. Additionally, the Company has incurred and expects to continue to incur significant costs related to operating as 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.

Supplemental Financial Information

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Supplemental financial information

NOTE 10. SUPPLEMENTAL FINANCIAL INFORMATION

Prepaid expenses and other current assets were $3.6 million and $3.7 million as of June 30, 2024 and December 31, 2023, respectively, primarily consisting of prepaid insurance and employee compensation as of June 30, 2024, and prepaid insurance as of December 31, 2023.

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


	June 30, 2024		December 31, 2023
Taxes (primarily sales tax)	$	14,004	$	15,184
Employee compensation		3,421		5,800
Legal settlement (1)		-		1,000
Other		430		455
Total accrued expenses and other current liabilities	$	17,855	$	22,439

__________

(1) See Note 13. Commitments and Contingencies for additional information regarding the legal settlement accrual as of June 30, 2024.

Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Jun. 30, 2024
Bitfury Group
Related Party Transaction [Line Items]
Payment for manufacturing services on behalf of related party	$ 5.8
Data Center LLCs
Related Party Transaction [Line Items]
Accounts receivable	$ 0.2	$ 0.2

Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($) $ / shares	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2024 USD ($) Segment $ / shares	Jun. 30, 2023 USD ($) $ / shares	Dec. 31, 2023 USD ($)	Jan. 01, 2023 USD ($)
Property, Plant and Equipment [Line Items]
Compensation and benefits	$ 16,285	$ 12,668	$ 29,321	$ 24,605
Market value of common stock held by non-Affiliate stockholders	700,000
Number of segment \| Segment			1
Retained earnings	(112,168)		$ (112,168)		$ (136,777)
Net Income (Loss)	$ (15,291)	$ (13,198)	$ 24,609	$ (17,751)
Net (loss) income per share - basic \| $ / shares	$ (0.05)	$ (0.05)	$ 0.08	$ (0.07)
Net (loss) income per share - diluted \| $ / shares	$ (0.05)	$ (0.05)	$ 0.08	$ (0.07)
Reclassification
Property, Plant and Equipment [Line Items]
Net Income (Loss)	$ (3,000)		$ (3,000)
Net (loss) income per share - basic \| $ / shares	$ 0.01		$ (0.01)
ASU 2023-08
Property, Plant and Equipment [Line Items]
Change in accounting principle, accounting standards update, adoption date	Jan. 01, 2023		Jan. 01, 2023
Change in accounting principle, accounting standards update, adoption	true		true
ASU 2023-08 \| Reclassification
Property, Plant and Equipment [Line Items]
Retained earnings						$ 200
Net Income (Loss)			$ 500	$ 1,600
Net (loss) income per share - basic \| $ / shares				$ 0.01
Net (loss) income per share - diluted \| $ / shares				$ 0.01

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 122,557	$ 86,105
Prepaid expenses and other current assets	3,599	3,670
Bitcoin	138,079	32,978
Derivative asset	44,702	31,878
Total current assets	309,399	155,498
Property and equipment, net	239,075	243,815
Deposits on equipment	58,063	30,812
Intangible assets, net	8,503	8,109
Investment in equity investees	49,949	35,258
Derivative asset	78,228	61,713
Operating lease right-of-use asset	9,926	7,077
Security deposits	22,246	23,855
Other noncurrent assets	203
Total assets	775,592	566,137
Current liabilities
Accrued expenses and other current liabilities	17,855	22,439
Finance lease liability, current portion	3,595	3,404
Operating lease liability, current portion	1,262	1,166
Warrant liability		250
Total current liabilities	36,445	33,793
Asset retirement obligation	19,337	18,394
Finance lease liability	9,281	11,128
Operating lease liability	9,181	6,280
Deferred tax liability	10,577	5,206
Total liabilities	84,821	74,801
Commitments and contingencies (Note 14)
Stockholders' equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of June 30, 2024 and December 31, 2023
Common stock, $0.001 par value, 500,000,000 shares authorized, 335,557,872 and 296,276,536 shares issued as of June 30, 2024 and December 31, 2023, respectively, and 328,616,426 and 290,957,862 shares outstanding as of June 30, 2024, and December 31, 2023, respectively	336	296
Additional paid-in capital	802,610	627,822
Accumulated deficit	(112,168)	(136,777)
Treasury stock, at par, 6,941,446 and 5,318,674 shares at June 30, 2024 and December 31, 2023, respectively	(7)	(5)
Total stockholders' equity	690,771	491,336
Total liabilities and stockholders' equity	775,592	566,137
Related party
Current assets
Accounts receivable	176	245
Current liabilities
Accounts payable		1,554
Nonrelated Party
Current assets
Accounts receivable	286	622
Current liabilities
Accounts payable	$ 13,733	$ 4,980

Fair Value Measurements - Summary of Assumptions Utilized in Valuations of Private Placement Warrants (Details) - Private Placement Warrants	Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Term	2 years 8 months 12 days
Risk-free Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private placement warrants, Measurement input	0.04
Dividend Yield Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private placement warrants, Measurement input	0
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private placement warrants, Measurement input	1.24
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private placement warrants, Measurement input	11.5

Leases - Schedule of Other Information Related to Lease (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Leases [Abstract]
Operating cash flows - operating lease	$ 438	$ 396	$ 839	$ 791
Weighted-average remaining lease term - finance lease (in years)	3 years 2 months 12 days		3 years 2 months 12 days		3 years 8 months 12 days
Weighted-average remaining lease term - operating lease (in years)	7 years 6 months		7 years 6 months		5 years 9 months 18 days
Weighted-average discount rate - finance lease	11.00%		11.00%		11.00%
Weighted-average discount rate - operating lease	10.20%		10.20%		10.00%
Finance lease ROU assets	$ 9,638		$ 9,638		$ 11,160
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, Plant and Equipment, Net	Property, Plant and Equipment, Net	Property, Plant and Equipment, Net	Property, Plant and Equipment, Net

Leases

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Leases

NOTE 12. 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 and August 23, 2023 (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 also entered into 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 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. Financing for use of the land and substation is provided by Luminant affiliates.

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 leases

The Company leases office space for its headquarters in New York, New York. During the second quarter of 2024, the Company modified this lease to substitute the leased space with a larger office in the same location.

In July 2024, the Company also signed leases for office space in Charleston, South Carolina, and Denver, Colorado. These agreements are expected to commence in the third quarter of 2024.

Additional lease information

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


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Finance leases:
Amortization of ROU assets (1)	$	761	$	1,027	$	1,522	$	1,816
Interest on lease liability		370		477		762		878
Total finance lease expense		1,131		1,504		2,284		2,694
Operating leases:
Operating lease expense		548		467		987		921
Short-term lease rent expense		-		-		-		-
Total operating lease expense		548		467		987		921
Total lease expense	$	1,679	$	1,971	$	3,271	$	3,615

__________

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

The Company did not incur any variable lease costs during any of the periods presented.

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


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Operating cash flows - operating lease	$	438	$	396	$	839	$	791


	June 30, 2024			December 31, 2023
Weighted-average remaining lease term – finance lease (in years)		3.2			3.7
Weighted-average remaining lease term – operating lease (in years)		7.5			5.8
Weighted-average discount rate – finance lease		11.0	%		11.0	%
Weighted-average discount rate – operating lease		10.2	%		10.0	%
Finance lease ROU assets (1)	$	9,638		$	11,160

__________

(1) As of June 30, 2024 and December 31, 2023, the Company had recorded accumulated amortization of approximately $2.8 million and $1.3 million, respectively, for the finance lease ROU assets. Finance lease ROU assets are recorded within property and equipment, net on the Company’s consolidated balance sheets.

As of June 30, 2024, future minimum lease payments during the next five years are as follows (in thousands):


	Finance Lease			Operating Lease			Total
Year Ended December 31, 2024	$	2,417		$	1,110		$	3,527
Year Ended December 31, 2025		4,834			3,556			8,390
Year Ended December 31, 2026		4,834			1,844			6,678
Year Ended December 31, 2027		3,223			1,871			5,094
Year Ended December 31, 2028		-			1,899			1,899
Thereafter		-			3,316			3,316
Total lease payments		15,308			13,596			28,904
Less present value discount		(2,432	)		(3,153	)		(5,585	)
Total	$	12,876		$	10,443		$	23,319

Share-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		6 Months Ended
	Aug. 27, 2021	Jun. 30, 2024	Jan. 01, 2024	Dec. 31, 2023
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 (a) three percent (3%) of the total number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year or (b) such smaller number of shares determined by the Board.
Service-Based RSUs
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Unrecognized compensation expense		$ 39.1
Unrecognized compensation expense, weighted-average vesting period		1 year 3 months 18 days
Share-based compensation award vest upon achievement of maximum market capitalization		$ 10,000.0
Number of unvested shares		23,763,538		17,047,242
Weighed average grant date fair value		$ 2.97		$ 3.23
Performance-Based RSUs
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Unrecognized compensation expense		$ 1.4
Unrecognized compensation expense, weighted-average vesting period		1 month 6 days
Number of unvested shares		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		5,060,000
Number of shares available for issuance of awards increase (decrease)			8,728,736
Incentive Award Plan \| Performance-Based RSUs \| Tranche One \| CEO
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation award vest upon achievement of maximum market capitalization		$ 5,000.0
Award lookback period		30 days
Incentive Award Plan \| Performance-Based RSUs \| Tranche Two \| CEO
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation award vest upon achievement of maximum market capitalization		$ 7,500.0
Award lookback period		30 days
Incentive Award Plan \| Performance-Based RSUs \| Tranche Three \| CEO
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation award vest upon achievement of maximum market capitalization		$ 10,000.0
Award lookback period		30 days

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and principles of consolidation

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

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

Certain prior year amounts have been reclassified for consistency with the current period presentation. Effective for the quarter ended March 31, 2024, the Company changed the presentation of its condensed consolidated income statement to separately disclose Compensation and benefits from General and administrative. The Company believes this presentation provides increased transparency on the nature of the respective financial statement line items. As a result, the Company reported $12.7 million, and $24.6 million as Compensation and benefits for the three and six months ended June 30, 2023, respectively, which was previously reported in General and administrative.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period to enable it to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, the Company’s unaudited condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

On the last business day of the second quarter in 2024, the aggregate market value of the Company’s shares of common stock held by non-affiliate stockholders exceeded $700 million. As a result, as of December 31, 2024, it will be considered a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, and will cease to be an emerging growth company. Due to loss of emerging growth company status, the Company will no longer be exempt from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, and its independent registered public accounting firm will evaluate and report on the effectiveness of internal controls over financial reporting.

Commencing with the Company’s Annual Report on Form 10-K for the year ending December 31, 2024, it will adopt any accounting pronouncements deferred under the extended transition period election on or before December 31, 2024.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The most significant estimates inherent in the preparation of the Company’s financial statements include, but are not limited to, those related to equity instruments issued in share-based compensation arrangements, valuation of its derivative asset and warrant liability under Level 3 of the fair value hierarchy, 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.

Unaudited condensed consolidated financial statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of the Company’s management, these unaudited condensed consolidated financial statements reflect all adjustments, which consist of only normal recurring adjustments necessary for the fair presentation of the balances and results for the periods presented. These unaudited condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period.

A description of the Company’s significant accounting policies is included in the Company’s 2023 Form 10-K. You should read the unaudited condensed consolidated financial statements in conjunction with the Company’s audited consolidated financial statements and accompanying notes in the Company’s 2023 Form 10-K. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the Company’s audited consolidated financial statements included in the Company’s 2023 Form 10-K.

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’s chief operating decision maker is comprised of several members of its executive management team. The Company views its operations and manages its business in one segment.

Income (loss) per share

Basic net income (loss) per share is computed by dividing net income (loss) allocated to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share adjusts net income (loss) and net income (loss) per common share for the effect of all potentially dilutive shares of Common Stock. Potentially dilutive common shares consist of the Company’s outstanding warrants to purchase Common Stock, as well as unvested restricted stock units (“RSUs”).

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

The Company’s potentially dilutive common shares have been excluded from the computation of diluted net loss per common share when the effect would be to reduce the net loss per common share, or increase the net income per common share.

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024		2023
Basic and diluted income (loss) per share:
Net income (loss)	$	(15,291	)	$	(13,198	)	$	24,609	$	(17,751	)

Weighted average shares outstanding - basic		314,353,742			249,127,664			305,497,621		248,892,181
Add:
RSUs		-			-			11,154,680		-
Weighted average shares outstanding - diluted		314,353,742			249,127,664			316,652,300		248,892,181

Net income (loss) per share - basic	$	(0.05	)	$	(0.05	)	$	0.08	$	(0.07	)
Net income (loss) per share - diluted	$	(0.05	)	$	(0.05	)	$	0.08	$	(0.07	)

The following table presents the common shares that are excluded from the computation of diluted net income (loss) per common share at June 30, 2024 and 2023, because including them would have been antidilutive.


	June 30,
	2024		2023
Public warrants		8,613,980		8,499,980
Private placement warrants		-		114,000
Unvested RSUs		-		23,134,869
		8,613,980		31,748,849

Recently issued and adopted accounting pronouncements

In December 2023, the FASB issued ASU 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). The Company adopted ASU 2023-08 effective January 1, 2023, as reflected in the Company’s Form 10-K for the year ended December 31, 2023. The adoption resulted in a $0.2 million adjustment to opening Retained earnings on January 1, 2023, as well as an increase of Operating loss, and Net loss of $0.5 million as reported for the three months ended June 30, 2023, and a reduction of Operating loss, and Net loss of $1.6 million and a reduction of Basic and diluted net loss per share of $0.01 as reported for the six months ended June 30, 2023.

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 financial statements and assures that there are proper controls in place to ascertain that the Company’s financial statements properly reflect the change. The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on its condensed consolidated financial statements.

Stockholders' Equity

6 Months Ended

Jun. 30, 2024

Stockholders' Equity Note [Abstract]

Stockholders' Equity

NOTE 14. STOCKHOLDERS’ EQUITY

As of June 30, 2024, 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 (“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 unaudited condensed 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.

During the six months ended June 30, 2024, the Company issued 4,013,379 shares of Common Stock to officers, employees and consultants in settlement of an equal number of fully vested RSUs awarded to these individuals, and 395,577 shares of Common Stock to directors, pursuant to grants made under the Cipher Mining Inc. 2021 Incentive Award Plan (the “Incentive Award Plan”). The Company immediately repurchased 1,622,772 of these shares of Common Stock from officers and employees, with a fair value of approximately $7.2 million, to cover taxes related to the settlement of vested RSUs, as permitted by the Incentive Award Plan. The Company placed the repurchased shares in treasury stock.

At-the-Market Sales 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”). In connection with the filing of the Registration Statement, the Company also entered into an at-the-market offering agreement (the “Prior Sales Agreement”) with H.C. Wainwright & Co., LLC (the “Prior 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 Prior Agent. Effective August 1, 2023, the Company terminated the Prior Sales Agreement.

On August 3, 2023, the Company entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., Canaccord Genuity LLC, Needham & Company, LLC and Compass Point Research & Trading, LLC (each, an “Original Agent” and, together, the “Original Agents”), pursuant to which the Company may offer and sell, from time to time through or to the Agents, shares of its Common Stock, for aggregate gross proceeds of up to $250.0 million (the “Shares”). The offering and sale of up to $250.0 million of the Shares has been registered under the Registration Statement, the base prospectus contained within the Registration Statement, and a prospectus supplement that was filed with the SEC on August 4, 2023 (the “Prospectus Supplement”).

On March 6, 2024, the Company entered into an amendment (the “Amendment”) to the Sales Agreement (as amended, the “Amended Sales Agreement”) by and among the Original Agents, Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Virtu Americas LLC (“Virtu”) (each of the Original Agents, Stifel and Virtu, an “Agent” and, together, the “Agents”). The Amendment modifies the Sales Agreement to include Stifel and Virtu as additional agents under the Amended Sales Agreement. On March 6, 2024, the Company also filed an amendment to the Prospectus Supplement (i) increasing the dollar amount of shares available to be sold pursuant to the Amended Sales Agreement, to $296,560,661, which consists of $96,560,661 remaining as originally authorized under the Prospectus Supplement and an additional $200,000,000, and (ii) including Stifel and Virtu as additional Agents.

Pursuant to the Sales Agreement, the Agent selected by the Company (such Agent, the “Designated Agent”) may sell the Shares in sales deemed to be “at-the-market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act. The Company has no obligation to sell any of the Shares under the Sales Agreement and may at any time suspend or terminate the offering of the Shares pursuant to the Sales Agreement upon notice and subject to other conditions. The Agents will act as sales agents and will use commercially reasonable efforts to sell on the Company’s behalf all of the Shares requested to be sold by it, on mutually agreed terms between the Agents and the Company. Under the terms of the Sales Agreement, the Company agreed to pay the Designated Agent a

commission up to 3.0% of the aggregate gross proceeds from any Shares sold through such Designated Agent pursuant to the Sales Agreement. In addition, the Company agreed to reimburse certain expenses incurred by the Agents in connection with the Sales Agreement. During the three months ended June 30, 2024, in connection with the Prior Sales Agreement and the Sales Agreement, the Company received proceeds of approximately $95.9 million, net of issuance costs, from the sale of 20,626,145 shares of common stock, with an average net selling price of $4.65 per share.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Warrants - Additional Information (Details) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
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	0	114,000
Public Warrants
Subsidiary Sale Of Stock [Line Items]
Warrant outstanding	8,613,980	8,499,980

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (15,291)	$ (13,198)	$ 24,609	$ (17,751)

- Definition

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

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-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
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-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Intangible Assets - Schedule of Expected Amortization Expenses (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remaining Year Ended December 31, 2024	$ 355
Year Ended December 31, 2025	710
Year Ended December 31, 2026	710
Year Ended December 31, 2027	710
Year Ended December 31, 2028	$ 635

Derivative Asset

6 Months Ended

Jun. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Asset

NOTE 4. 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, August 26, 2022 and August 23, 2023 (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 provisions. The Luminant Power Agreement provides for 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.

The Company’s management determined that the Luminant Power Agreement meets the definition of a derivative under ASC 815, Derivatives and Hedging (“ASC 815”). Accordingly, the Luminant Power Agreement is recorded at its 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 17. Fair Value Measurements.

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 to manage the Company’s operating costs. From power sales, the Company earned approximately $1.1 million and $2.3 million for the three and six months ended June 30, 2024, respectively, and $5.7 million for both the three and six months ended June 2023, respectively, and recorded this amount within costs and operating expenses (income) on the unaudited condensed consolidated statement of operations, with the corresponding cost of the power sold recorded in cost of revenue. See Note 1. Organization for information regarding the out-of-period adjustments recorded during the three and six months ended June 30, 2023, which affected cost of power, power sales, net operating loss and net loss on the Company’s unaudited condensed consolidated statement of operations.

Subsequent Events - Additional Information (Details) - Amemdment Agreement - Bitmain Technologies Limited - USD ($) $ in Millions	Jul. 10, 2024	Jul. 05, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Deposits paid			$ 12.2
Subsequent Event
Subsequent Event [Line Items]
Option purchase price	$ 186.7
Deposits paid	$ 6.2	$ 6.5

Leases - Schedule of Components of Lease Expenses (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Finance lease

Amortization of ROU assets

$ 761

$ 1,027

$ 1,522

^[1]

$ 1,816

^[1]

Interest on lease liability

370

477

762

878

Total finance lease expense

1,131

1,504

2,284

2,694

Operating leases

Operating lease expense

548

467

987

921

Total operating lease expense

548

467

987

921

Total lease expense

$ 1,679

$ 1,971

$ 3,271

$ 3,615

[1]	Amortization of finance lease ROU assets is included within depreciation expense.

Deposits on Equipment - Additional Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jul. 10, 2024	Jul. 05, 2024	Dec. 31, 2023	Dec. 18, 2023
Property, Plant and Equipment [Line Items]
Deposits on equipment	$ 58,063			$ 30,812
Backup Transformer \| Odessa Facility
Property, Plant and Equipment [Line Items]
Deposits on equipment	$ 6,500
Bitmain Technologies Limited \| Amemdment Agreement
Property, Plant and Equipment [Line Items]
Description of purchase agreements	the Company entered into an agreement with Bitmain to purchase 7.1 EH/s of miners to be delivered in the first half of 2025 (the “Original Agreement”). The Company paid a deposit of $9.9 million upon execution of the agreement. In the second quarter of 2024, the Company paid an additional $16.9 million towards this contract, in addition to amending the agreement to upgrade the miners, and accelerate the delivery from the first half of 2025 to the fourth quarter of 2024. This commitment has $107.4 million remaining to be paid as of June 30, 2024. The agreement also has an option to purchase an additional 8.7 EH/s in 2024 (the “Future Sales and Purchase Agreement”). The Company paid $12.2 million upon signing the agreement in the fourth quarter of 2023 as a deposit, which can be used towards purchases under this option. On July 10, 2024, the Company entered into an agreement to amend the Future Sales and Purchase agreement (the “Amendment Agreement”). The Amendment Agreement upgraded the miners to be purchased under the option, and extended the option expiration from December 31, 2024 to June 30, 2025. The Company paid an additional $6.5 million as a deposit in connection with this amendment. See Note 19. Subsequent Events for additional information related to the Amendment Agreement.
Deposits paid				$ 12,200
Additional deposits paid	$ 16,900
Deposit assets, commitment of remaining to be paid	107,400
Bitmain Technologies Limited \| Agreement Two
Property, Plant and Equipment [Line Items]
Deposits paid					$ 9,900
Bitmain Technologies Limited \| Subsequent Event \| Amemdment Agreement
Property, Plant and Equipment [Line Items]
Deposits paid		$ 6,200	$ 6,500
Canaan Creative Global Pte. Ltd \| Amemdment Agreement
Property, Plant and Equipment [Line Items]
Deposits paid	6,600
Outstanding deposit asset to be paid	9,800
Canaan Creative Global Pte. Ltd \| Agreement Two
Property, Plant and Equipment [Line Items]
Deposits paid	$ 5,300

Leases - Schedule of Other Information Related to Leases (Parenthetical) (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Accumulated amortization for finance lease ROU asset	$ 2.8	$ 1.3

Deposits on Equipment

6 Months Ended

Jun. 30, 2024

Disclosure Deposits On Equipment [Abstract]

Deposits on Equipment

NOTE 6. DEPOSITS ON EQUIPMENT

In the fourth quarter of 2023, the Company entered into an agreement with Bitmain to purchase 7.1 EH/s of miners to be delivered in the first half of 2025 (the “Original Agreement”). The Company paid a deposit of $9.9 million upon execution of the agreement. In the second quarter of 2024, the Company paid an additional $16.9 million towards this contract, in addition to amending the agreement to upgrade the miners, and accelerate the delivery from the first half of 2025 to the fourth quarter of 2024. This commitment has $107.4 million remaining to be paid as of June 30, 2024. The agreement also has an option to purchase an additional 8.7 EH/s in 2024 (the “Future Sales and Purchase Agreement”). The Company paid $12.2 million upon signing the agreement in the fourth quarter of 2023 as a deposit, which can be used towards purchases under this option. On July 10, 2024, the Company entered into an agreement to amend the Future Sales and Purchase agreement (the “Amendment Agreement”). The Amendment Agreement upgraded the miners to be purchased under the option, and extended the option expiration from December 31, 2024 to June 30, 2025. The Company paid an additional $6.5 million as a deposit in connection with this amendment. See Note 19. Subsequent Events for additional information related to the Amendment Agreement.

In the second quarter of 2024, the Company entered into an agreement with Canaan to purchase 1.25 EH/s of miners to be delivered in the fourth quarter of 2024. The Company paid a deposit of $6.6 million in connection with the agreement, with $9.8 million left to be paid. Additionally, the contract included an option to purchase 160 MW of miners which the Company can exercise on or before June 30, 2025. The Company paid a deposit of $5.3 million associated with the option.

During the second quarter of 2024, the Company signed an agreement to purchase a backup transformer for the Odessa Facility. The Company paid $6.5 million for this equipment which is classified as a deposit on the Company’s consolidated balance sheet as of June 30, 2024.

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2024	Aug. 12, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
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, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	332
Local Phone Number	262-2300
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CIFR
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		328,941,426
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

Derivative Asset - Additional Information (Details) - Luminant Power Agreement - USD ($) $ in Millions				3 Months Ended		6 Months Ended
	Aug. 23, 2023	Aug. 26, 2022	Feb. 28, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Derivative Instruments, Gain (Loss) [Line Items]
Sale of electricity back to ERCOT				$ 1.1	$ 5.7	$ 2.3	$ 5.7
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. 23, 2023	Aug. 26, 2022	Feb. 28, 2022
Term of power agreement						5 years

Intangible Assets - Schedule of Company's intangible assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 8,929	$ 8,230
Accumulated Amortization	(426)	(121)
Net Carrying Amount	8,503	8,109
Strategic contract
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	7,000	7,000
Accumulated Amortization	(204)	(28)
Net Carrying Amount	6,796	6,972
Capitalized software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,929	1,230
Accumulated Amortization	(222)	(93)
Net Carrying Amount	$ 1,707	$ 1,137

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Share-based Compensation - Summary of Unvested RSU Activity (Details) - Service-Based RSUs	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares, Unvested, Beginning \| shares	17,047,242
Number of Shares, Granted \| shares	10,729,675
Number of Shares, Vested \| shares	(4,013,379)
Number of Shares, Unvested, Ending \| shares	23,763,538
Weighted Average Grant Date Fair Value, Unvested, Beginning \| $ / shares	$ 3.23
Weighted Average Grant Date Fair Value, Granted \| $ / shares	3.2
Weighted Average Grant Date Fair Value, Vested \| $ / shares	4.68
Weighted Average Grant Date Fair Value, Unvested, Ending \| $ / shares	$ 2.97

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Name Accounting Standards Codification
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Treasury Stock
Beginning balance at Dec. 31, 2022	$ 342,892,000	$ 251,000	$ 453,854,000	$ (111,209,000)	$ (4,000)
Beginning balance (ASU 2023-08) at Dec. 31, 2022	209,000			209,000
Beginning balance, Shares at Dec. 31, 2022		251,095,305			(3,543,347)
Issuance of common shares, net of offering costs - At-the-market offering	2,745,000	$ 1,000	2,744,000
Issuance of common shares, net of offering costs - At-the-market offering, Shares		978,207
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	(1,113,000)	$ 2,000	(1,115,000)
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement, Shares		2,473,756			(838,388)
Share-based compensation	17,988,000		17,988,000
Share-based compensation, Shares		248,358
Net Income (Loss)	(17,751,000)			(17,751,000)
Ending balance at Jun. 30, 2023	344,970,000	$ 254,000	473,471,000	(128,751,000)	$ (4,000)
Ending balance, Shares at Jun. 30, 2023		254,795,626			(4,381,735)
Beginning balance at Mar. 31, 2023	346,877,000	$ 253,000	462,181,000	(115,553,000)	$ (4,000)
Beginning balance, Shares at Mar. 31, 2023		253,050,088			(4,144,081)
Issuance of common shares, net of offering costs - At-the-market offering	2,745,000	$ 1,000	2,744,000
Issuance of common shares, net of offering costs - At-the-market offering, Shares		978,207
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	(632,000)		(632,000)		$ (237,654)
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement, Shares		674,817
Share-based compensation	9,178,000		9,178,000
Share-based compensation, Shares		92,514
Net Income (Loss)	(13,198,000)			(13,198,000)
Ending balance at Jun. 30, 2023	344,970,000	$ 254,000	473,471,000	(128,751,000)	$ (4,000)
Ending balance, Shares at Jun. 30, 2023		254,795,626			(4,381,735)
Beginning balance at Dec. 31, 2023	$ 491,336,000	$ 296,000	627,822,000	(136,777,000)	$ (5,000)
Beginning balance, Shares at Dec. 31, 2023	296,276,536	296,276,536			(5,318,674)
Issuance of common shares, net of offering costs - At-the-market offering	$ 160,404,000	$ 35,000	160,369,000
Issuance of common shares, net of offering costs - At-the-market offering, Shares		34,872,380
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	(7,232,000)	$ 5,000	(7,235,000)		$ (2,000)
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement, Shares		4,408,956			(1,622,772)
Share-based compensation	21,654,000		21,654,000
Net Income (Loss)	24,609,000			24,609,000
Ending balance at Jun. 30, 2024	$ 690,771,000	$ 336,000	802,610,000	(112,168,000)	$ (7,000)
Ending balance, Shares at Jun. 30, 2024	335,557,872	335,557,872			(6,941,446)
Beginning balance at Mar. 31, 2024	$ 600,924,000	$ 313,000	697,494,000	(96,877,000)	$ (6,000)
Beginning balance, Shares at Mar. 31, 2024		312,649,102			(6,105,772)
Issuance of common shares, net of offering costs - At-the-market offering	95,857,000	$ 21,000	95,836,000
Issuance of common shares, net of offering costs - At-the-market offering, Shares		20,626,145
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	(4,055,000)	$ 3,000	(4,057,000)		$ (1)
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement, Shares		2,282,625			(835,674)
Share-based compensation	13,337,000		13,337,000
Net Income (Loss)	(15,291,000)			(15,291,000)
Ending balance at Jun. 30, 2024	$ 690,771,000	$ 336,000	$ 802,610,000	$ (112,168,000)	$ (7,000)
Ending balance, Shares at Jun. 30, 2024	335,557,872	335,557,872			(6,941,446)

Stockholders' Equity - Additional Information (Details) - USD ($)				3 Months Ended	6 Months Ended
	Mar. 06, 2024	Aug. 03, 2023	Sep. 21, 2022	Jun. 30, 2024	Jun. 30, 2024	Dec. 31, 2023
Shares authorized				510,000,000	510,000,000
Share par value				$ 0.001	$ 0.001
Common stock, shares authorized				500,000,000	500,000,000	500,000,000
Preferred stock, shares authorized				10,000,000	10,000,000	10,000,000
Common stock voting rights					one vote
Common stock, shares issued				335,557,872	335,557,872	296,276,536
At the Market Offering Agreement
Amended aggregate amount of offering price to be received	$ 296,560,661
Originally authorized aggregate amount of offering price to be received	96,560,661
Additional aggregate amount of offering price to be received	$ 200,000,000
Proceeds received from sale of common stock				$ 95,900,000
Sale of shares of common stock				20,626,145
Sale of stock, price per share				$ 4.65	$ 4.65
At the Market Offering Agreement \| Maximum
Aggregate amount of offering price to be received		$ 250,000,000	$ 250,000,000
Aggregate amount of gross proceeds		$ 250,000,000
Designated agent commission percentage		3.00%
Incentive Award Plan \| Officers, employees and consultants
Shares issued					4,013,379
Incentive Award Plan \| Directors
Common stock, shares issued				395,577	395,577
Restricted Stock Units \| Officers, employees and consultants
Repurchase of common stock related to tax withholding settlement					1,622,772
Repurchase of common stock related to tax withholding settlement, fair value					$ 7,200,000

Income Taxes

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 18. INCOME TAXES

The determination of income tax expense in the unaudited condensed consolidated statements of operations is based upon the estimated effective tax rate for the year, adjusted for the impact of any discrete items which are accounted for in the period in which they occur. The Company recorded an income tax expense of approximately (3.6%) and (4.9%) of loss before taxes for the three months ended June 30, 2024, and 2023 respectively. The Company recorded an income tax expense of approximately 19.8% of income before taxes for the six months ended June 30, 2024 and an income tax expense of approximately (4.0%) of loss before taxes for the six months ended June 30, 2023.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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-Section 55
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Related Party Transactions

6 Months Ended

Jun. 30, 2024

Related Party Transactions

NOTE 11. RELATED PARTY TRANSACTIONS

Related party receivables

Related party receivables were $0.2 million as of both June 30, 2024 and December 31, 2023, consisting of expenses paid on behalf of the Data Center LLCs.

Purchase commitments, deposits on equipment and related party payables

On April 8, 2022, the Company entered into two agreements with the Bitfury Group, made under, and as a part of, the Master Services and Supply Agreement to purchase equipment related to data center construction. The Bitfury Group contracted with third-party vendors for the purchase of equipment and the receipt of services related to Cipher’s future mining operations. Pursuant to one of these arrangements between the Bitfury Group and a third-party vendor, the Company made payments directly to the third party vendor in place of the Bitfury Group totaling approximately $5.8 million during the year ended December 31, 2023 and the Company’s obligations to the Bitfury Group under the Master Services and Supply Agreement were reduced by the same amount. The Company and the Bitfury Group terminated the Master Services and Supply Agreement on February 28, 2024, for no additional consideration.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Bitcoin (Tables)

6 Months Ended

Jun. 30, 2024

CryptocurrenciesAbstract

Schedule of Bitcoin

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


	For the Six Months Ended June 30,
	2024			2023
Opening balance	$	32,978		$	6,283
Cumulative effect upon adoption of ASU 2023-08		-			209
Bitcoin received from equity investees		5,907			317
Bitcoin received from mining activities		85,281			52,836
Proceeds from sale of bitcoin		(10,334	)		(52,479	)
Realized gains on sale of bitcoin		4,868			2,695
Unrealized gains on fair value of bitcoin		19,379			2,435
Ending balance	$	138,079		$	12,296

Share-based Compensation - Schedule of Share-based Compensation Expense (Details) - Compensation and Benefits - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 13,337	$ 9,178	$ 21,654	$ 17,988
Service-Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	10,221	5,580	16,357	10,827
Performance-Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	1,824	3,378	3,771	6,720
Common Stock, Fully-Vested
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 1,292	$ 220	$ 1,526	$ 441

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Subsequent Events

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

NOTE 19. SUBSEQUENT EVENTS

The Company has evaluated subsequent events for adjustment to or disclosure in its condensed consolidated financial statements through the date of this report. The Company has identified the below subsequent events that have not otherwise been reported in these condensed consolidated financial statements or the notes thereto:

Miner Purchase Amendment

On July 10, 2024, the Company entered into the Amendment Agreement with Bitmain, which upgraded the miners the Company has the option to purchase (the “Option Miners”), and extended the call option period the Company has to exercise its purchase of the Option Miners, which may be exercised 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 $186.7 million. The Company paid an additional $6.2 million as a deposit in connection with this amendment.

Share-based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

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

Schedule of Share-based Compensation Expense

The Company recognized total share-based compensation expense in Compensation and benefits on the unaudited condensed consolidated statements of operations for the following categories of awards as follows (in thousands):


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Service-based RSUs	$	10,221	$	5,580	$	16,357	$	10,827
Performance-based RSUs		1,824		3,378		3,771		6,720
Common stock, fully-vested		1,292		220		1,526		441
Total share-based compensation expense	$	13,337	$	9,178	$	21,654	$	17,988

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 six months ended June 30, 2024 is shown below:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested at December 31, 2023		17,047,242		$	3.23
Granted		10,729,675		$	3.20
Vested		(4,013,379	)	$	4.68
Unvested at June 30, 2024		23,763,538		$	2.97

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

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


	June 30,
	2024		2023
Public warrants		8,613,980		8,499,980
Private placement warrants		-		114,000
Unvested RSUs		-		23,134,869
		8,613,980		31,748,849

Security Deposits (Tables)

6 Months Ended

Jun. 30, 2024

Deposit Assets Disclosure [Abstract]

Schedule of Security Deposits Consisted

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


	June 30, 2024		December 31, 2023
Luminant Power Purchase Agreement collateral	$	12,554	$	12,554
Luminant Purchase and Sale Agreement collateral		1,838		3,063
Operating lease security deposits		974		960
Oncor Facility Extension security deposit related to Black Pearl		6,269		6,269
Other deposits		611		1,009
Total security deposits	$	22,246	$	23,855

Fair Value Measurements - Summary of Financial Assets And Liabilities Measurement on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Assets included in:
Accounts receivable	$ 286	$ 622
Assets, fair value	383,012	193,136
Liabilities:
Liabilities, fair value		250
Level 1
Assets included in:
Accounts receivable	286	622
Assets, fair value	260,082	99,545
Level 3
Assets included in:
Assets, fair value	122,930	93,591
Liabilities:
Liabilities, fair value		250
Warrant Liability
Liabilities:
Liabilities, fair value		250
Warrant Liability \| Level 3
Liabilities:
Liabilities, fair value		250
Bitcoin
Assets included in:
Assets, fair value	138,079	32,978
Bitcoin \| Level 1
Assets included in:
Assets, fair value	138,079	32,978
Money Market Securities
Assets included in:
Cash and cash equivalents	121,717	65,945
Money Market Securities \| Level 1
Assets included in:
Cash and cash equivalents	121,717	65,945
Derivative Asset
Assets included in:
Assets, fair value	122,930	93,591
Derivative Asset \| Level 3
Assets included in:
Assets, fair value	$ 122,930	$ 93,591

Intangible Assets

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

NOTE 8. INTANGIBLE ASSETS

The Company’s intangible assets consisted of the following for the dates indicated (in thousands):


			June 30, 2024
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Strategic contract	$	7,000	$	(204	)	$	6,796
Capitalized software		1,929		(222	)		1,707
Total	$	8,929	$	(426	)	$	8,503


			December 31, 2023
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Strategic contract	$	7,000	$	(28	)	$	6,972
Capitalized software		1,230		(93	)		1,137
Total	$	8,230	$	(121	)	$	8,109

The Company recorded amortization expense related to intangible assets of $0.2 million and $0.3 million in the three and six months ended June 30, 2024, respectively, and nil in both the three and six months ended June 30, 2023. The Company expects to record amortization expense as follows over the next five subsequent years (in thousands):



Remaining Year Ended December 31, 2024	$	355
Year Ended December 31, 2025		710
Year Ended December 31, 2026		710
Year Ended December 31, 2027		710
Year Ended December 31, 2028		635

Security Deposits - Schedule of Security Deposits Consisted (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Operating lease security deposits	$ 974	$ 960
Oncor Facility Extension security deposit related to Black Pearl	6,269	6,269
Other deposits	611	1,009
Total security deposits	22,246	23,855
Luminant Power Purchase Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collateral amount	12,554	12,554
Luminant Purchase and Sale Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collateral amount	$ 1,838	$ 3,063

Warrants

6 Months Ended

Jun. 30, 2024

Warrants and Rights Note Disclosure [Abstract]

Warrants

NOTE 15. WARRANTS

Upon consummation of the business combination, the Company assumed Common Stock warrants that were originally issued in GWAC’s initial public offering (the “Public Warrants”), as well as warrants that were issued in a private placement that closed concurrently with GWAC’s initial public offering (the “Private Placement Warrants”). The Public and Private Placement Warrants entitle the holder to purchase one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment. There were 8,499,980 Public Warrants and 114,000 Private Placement Warrants outstanding as of December 31, 2023, and 8,613,980 Public Warrants and no Private Placement Warrants outstanding as of June 30, 2024. 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.

Bitcoin - Schedule of Bitcoin (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Schedule of Bitcoin [Line Items]
Opening balance	$ 32,978	$ 6,283
Bitcoin received from equity investees	5,907	317
Revenue recognized from bitcoin mined, net of receivable	85,281	52,836
Proceeds from sale of bitcoin, net of realized gain	(10,334)	(52,479)
Realized gains on sale of bitcoin	4,868	2,695
Unrealized gains on fair value of bitcoin	19,379	2,435
Ending balance	$ 138,079	12,296
ASU 2023-08
Schedule of Bitcoin [Line Items]
Bitcoin adjustment		$ 209

Fair Value Measurements - Summary of Change in Estimated Fair Value of Derivative Asset (Details) - Level 3 - Derivative Asset - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance, beginning of period	$ 93,591	$ 66,702
Change in fair value	$ 29,339	$ 8,550
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Derivative, Gain (Loss) on Derivative, Net	Derivative, Gain (Loss) on Derivative, Net
Balance, end of period	$ 122,930	$ 75,252

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Share-based Compensation

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-based Compensation

NOTE 16. SHARE-BASED COMPENSATION

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 (a) three percent (3%) of the total number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year or (b) such smaller number of shares determined by the Board. On January 1, 2024, this resulted in an increase of 8,728,736 shares of Common Stock available for issuance under the Incentive Award Plan. As of June 30, 2024, 5,060,000 shares of Common Stock were available for issuance under the Incentive Award Plan.


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Service-based RSUs	$	10,221	$	5,580	$	16,357	$	10,827
Performance-based RSUs		1,824		3,378		3,771		6,720
Common stock, fully-vested		1,292		220		1,526		441
Total share-based compensation expense	$	13,337	$	9,178	$	21,654	$	17,988

Service-based RSUs

A summary of the Company’s unvested Service-based RSU activity for the six months ended June 30, 2024 is shown below:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested at December 31, 2023		17,047,242		$	3.23
Granted		10,729,675		$	3.20
Vested		(4,013,379	)	$	4.68
Unvested at June 30, 2024		23,763,538		$	2.97

As of June 30, 2024, there was approximately $39.1 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 1.3 years.

If not fully vested upon grant, Service-based RSUs awarded generally vest over a period ranging from two to four years in equal installments on the award’s anniversary of the vesting commencement date, which will generally coincide with the timing when the employee or consultant began to provide services to the Company, as determined by the Board, 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 Chief Executive Officer (“CEO”) remains in continuous service through such achievement, any then-unvested Service-based RSUs awarded to the CEO will also vest.

Performance-based RSUs

There was no new activity for unvested Performance-based RSUs during the six months ended June 30, 2024. There were 4,257,710 unvested Performance-based RSUs with a weighted average grant date fair value of $7.76 as of both June 30, 2024 and December 31, 2023. As of June 30, 2024, there was approximately $1.4 million of unrecognized compensation expense related to unvested Performance-based RSUs, which is expected to be recognized over a weighted-average derived service period of approximately 0.1 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.

Supplemental Financial Information - Additional Information (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Prepaid expenses and other current assets	$ 3,599	$ 3,670

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Summary of Financial Assets And Liabilities Measurement on Recurring Basis

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 June 30, 2024
	Level 1		Level 2		Level 3		Total
Assets included in:
Cash and cash equivalents
Money market securities	$	121,717	$	-	$	-	$	121,717
Bitcoin		138,079		-		-		138,079
Accounts receivable		286		-		-		286
Derivative asset		-		-		122,930		122,930
	$	260,082	$	-	$	122,930	$	383,012


	Fair Value Measured as of December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets included in:
Cash and cash equivalents
Money market securities	$	65,945	$	-	$	-	$	65,945
Bitcoin		32,978		-		-		32,978
Accounts receivable		622		-		-		622
Derivative asset		-		-		93,591		93,591
	$	99,545	$	-	$	93,591	$	193,136
Liabilities included in:
Warrant liability	$	-	$	-	$	250	$	250
	$	-	$	-	$	250	$	250

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

The following table presents the changes in the estimated fair value of the derivative asset measured using significant unobservable inputs (Level 3) for the six months ended June 30, 2024, and 2023 (in thousands):


Balance as of December 31, 2022		66,702
Change in fair value		8,550
Balance as of June 30, 2023	$	75,252

Balance as of December 31, 2023		93,591
Change in fair value		29,339
Balance as of June 30, 2024	$	122,930

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, 2023
Risk-free rate		4.00	%
Dividend yield rate		0.00	%
Volatility		124.0	%
Contractual term (in years)		2.7
Exercise price	$	11.50

Summary of Change in the Fair Value of the Private Placement Warrants

The following table presents changes in the estimated fair value of the Private Placement Warrants for the six months ended June 30, 2024 and 2023 (in thousands):


Balance as of December 31, 2022	$	7
Change in fair value		59
Balance as of June 30, 2023	$	66

Balance as of December 31, 2023	$	250
Change in fair value		(250	)
Balance as of June 30, 2024	$	-

- Definition

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References + Details

Property and Equipment

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

NOTE 5. PROPERTY AND EQUIPMENT

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


	June 30, 2024			December 31, 2023
Miners and mining equipment	$	176,881		$	163,523
Leasehold improvements		137,494			138,883
Office and computer equipment		272			279
Autos		73			73
Furniture and fixtures		88			88
Construction-in-progress		19,506			49
Total cost of property and equipment		334,314			302,895
Less: accumulated depreciation		(95,239	)		(59,080	)
Property and equipment, net	$	239,075		$	243,815

As of June 30, 2024, the Company has added approximately $19.5 million of construction-in-progress related to the Black Pearl Facility. Depreciation expense was approximately $20.3 million and $14.4 million, respectively, for the three months ended June 30, 2024, and 2023, including approximately $0.6 million and $0.4 million, respectively, of accretion expense related to the Company’s asset retirement obligation. Depreciation expense was approximately $37.2 million and $26.1 million, respectively, for the six months ended June 30, 2024 and 2023, respectively, and included approximately $0.9 million for both the six months ended June 30, 2024 and 2023, of accretion expense related to the Company’s asset retirement obligation.

In June 2024, the Company entered into agreements with Bitmain Technologies Delaware Limited (“Bitmain”) and Canaan Creative Global Pte. Ltd. (“Canaan”) to purchase the newest generation miners to be delivered in the fourth quarter of 2024. As more efficient machines were available earlier than anticipated, this prompted a shift in the Company's planned use of the existing miners. The Company will use these new miners to replace less efficient machines at the Odessa Facility instead of deploying at the Black Pearl Facility. Due to the change in intention, the Company deemed this event a trigger to reevaluate the estimated useful lives of the miners, and the Company reduced the estimated useful life of miners from five years to three years. The Company changed this accounting policy effective June 1, 2024 and accounted for it prospectively. This change in estimate resulted in a $3 million increase in Depreciation and amortization expense, and respective reduction of Operating (loss) income, and Net (loss) income for the three and six months ended June 30, 2024, and a $0.01 increase in Net loss per share and a $0.01 decrease in Net income per share for the three and six months ended June 30, 2024.

Leases (Tables)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Schedule of Components of Lease Expenses

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


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Finance leases:
Amortization of ROU assets (1)	$	761	$	1,027	$	1,522	$	1,816
Interest on lease liability		370		477		762		878
Total finance lease expense		1,131		1,504		2,284		2,694
Operating leases:
Operating lease expense		548		467		987		921
Short-term lease rent expense		-		-		-		-
Total operating lease expense		548		467		987		921
Total lease expense	$	1,679	$	1,971	$	3,271	$	3,615

__________

(1) Amortization of finance lease ROU assets 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):


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Operating cash flows - operating lease	$	438	$	396	$	839	$	791


	June 30, 2024			December 31, 2023
Weighted-average remaining lease term – finance lease (in years)		3.2			3.7
Weighted-average remaining lease term – operating lease (in years)		7.5			5.8
Weighted-average discount rate – finance lease		11.0	%		11.0	%
Weighted-average discount rate – operating lease		10.2	%		10.0	%
Finance lease ROU assets (1)	$	9,638		$	11,160

__________

Schedule of Future Minimum Lease Payments

As of June 30, 2024, future minimum lease payments during the next five years are as follows (in thousands):


	Finance Lease			Operating Lease			Total
Year Ended December 31, 2024	$	2,417		$	1,110		$	3,527
Year Ended December 31, 2025		4,834			3,556			8,390
Year Ended December 31, 2026		4,834			1,844			6,678
Year Ended December 31, 2027		3,223			1,871			5,094
Year Ended December 31, 2028		-			1,899			1,899
Thereafter		-			3,316			3,316
Total lease payments		15,308			13,596			28,904
Less present value discount		(2,432	)		(3,153	)		(5,585	)
Total	$	12,876		$	10,443		$	23,319

Fair Value Measurements - Additional Information (Details) - Level 3		6 Months Ended	12 Months Ended
	Jul. 01, 2022	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Percentage of discount rate utilized		6.23%	6.11%
Luminant Power Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative term of contract	3 years 1 month 6 days

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule Of Company's Intangible Assets

The Company’s intangible assets consisted of the following for the dates indicated (in thousands):


			June 30, 2024
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Strategic contract	$	7,000	$	(204	)	$	6,796
Capitalized software		1,929		(222	)		1,707
Total	$	8,929	$	(426	)	$	8,503


			December 31, 2023
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Strategic contract	$	7,000	$	(28	)	$	6,972
Capitalized software		1,230		(93	)		1,137
Total	$	8,230	$	(121	)	$	8,109

Schedule of Expected Amortization Expenses

The Company expects to record amortization expense as follows over the next five subsequent years (in thousands):



Remaining Year Ended December 31, 2024	$	355
Year Ended December 31, 2025		710
Year Ended December 31, 2026		710
Year Ended December 31, 2027		710
Year Ended December 31, 2028		635

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	$ 334,314	$ 302,895
Less: accumulated depreciation	(95,239)	(59,080)
Property and equipment, net	239,075	243,815
Miners and Mining Equipment
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	176,881	163,523
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	137,494	138,883
Office and Computer Equipment
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	272	279
Autos
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	73	73
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	88	88
Construction in Progress
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	$ 19,506	$ 49

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
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	335,557,872	296,276,536
Common stock, shares outstanding	328,616,426	290,957,862
Treasury stock, shares	6,941,446	5,318,674

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities
Net income (loss)	$ 24,609	$ (17,751)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation	37,192	26,067
Amortization of intangible assets	303	0
Amortization of operating right-of-use asset	565	452
Share-based compensation	21,654	17,988
Equity in (gains) losses of equity investees	(161)	2,181
Non-cash lease expense	762	878
Other operating activities	(1,839)
Income taxes	5,371	637
Bitcoin received as payment for services	(85,281)	(52,836)
Change in fair value of derivative asset	(29,339)	(8,550)
Change in fair value of warrant liability	(250)	59
Gains on fair value of bitcoin	(24,247)	(5,124)
Changes in assets and liabilities:
Accounts receivable	336	(282)
Receivables, related party	69	(512)
Prepaid expenses and other current assets	71	4,994
Security deposits	1,609	(12)
Other non-current assets	(203)
Accounts payable	(47)	(185)
Accounts payable, related party		(1,529)
Accrued expenses and other current liabilities	(2,745)	6,323
Lease liabilities	(417)	(594)
Net cash used in operating activities	(51,988)	(27,796)
Cash flows from investing activities
Proceeds from sale of bitcoin	10,334	52,475
Deposits on equipment	(35,748)	(2,932)
Purchases of property and equipment	(15,766)	(28,541)
Purchases and development of software	(698)
Prepayments on financing leases		(3,676)
Capital distributions from equity investees		3,807
Investment in equity investees	(20,435)	(3,095)
Net cash (used in) provided by investing activities	(62,313)	18,038
Cash flows from financing activities
Proceeds from the issuance of common stock	163,276	2,821
Offering costs paid for the issuance of common stock	(2,868)	(76)
Repurchase of common shares to pay employee withholding taxes	(7,237)	(1,114)
Principal payments on financing lease	(2,418)	(2,059)
Net cash provided by (used in) financing activities	150,753	(428)
Net increase (decrease) in cash and cash equivalents	36,452	(10,186)
Cash and cash equivalents, beginning of the period	86,105	11,927
Cash and cash equivalents, end of the period	122,557	1,741
Supplemental disclosure of noncash investing and financing activities
Reclassification of deposits on equipment to property and equipment	13,799	72,130
Bitcoin received from equity investees	5,907	317
Settlement of related party payable related to master services and supply agreement	1,554
Right-of-use asset obtained in exchange for finance lease liability	$ 3,414	14,212
Equity method investment acquired for non-cash consideration		1,926
Sales tax accrual on machine purchases		1,837
Finance lease cost in accrued expenses		$ 2,034

Bitcoin

6 Months Ended

Jun. 30, 2024

CryptocurrenciesAbstract

Bitcoin

NOTE 3. BITCOIN

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


	For the Six Months Ended June 30,
	2024			2023
Opening balance	$	32,978		$	6,283
Cumulative effect upon adoption of ASU 2023-08		-			209
Bitcoin received from equity investees		5,907			317
Bitcoin received from mining activities		85,281			52,836
Proceeds from sale of bitcoin		(10,334	)		(52,479	)
Realized gains on sale of bitcoin		4,868			2,695
Unrealized gains on fair value of bitcoin		19,379			2,435
Ending balance	$	138,079		$	12,296

The Company held approximately 2,203, and 780 bitcoin at June 30, 2024, and December 31, 2023, respectively. The associated fair value and cost basis of bitcoin held was $138.1 million, and $116.6 million, respectively, at June 30, 2024, and $33.0 million, and

$30.9 million, respectively at December 31, 2023. Fair value of bitcoin is 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 may pledge bitcoin as collateral related to bitcoin trading strategies. As of June 30, 2024, 30 bitcoin with a fair value of $1.9 million were pledged. Restrictions on this bitcoin pledged as collateral will lapse in the fourth quarter of 2024. As of December 31, 2023, 10 bitcoin with a fair value of $0.4 million were pledged. Restrictions on that collateral lapsed on January 26, 2024.

Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 17. FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities measured at fair value are classified and disclosed in one of the following categories based on the inputs used to derive the fair value:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 — Quoted prices in markets that are not active and financial instruments for which all significant inputs are observable, either directly or indirectly; or

Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable


	Fair Value Measured as of June 30, 2024
	Level 1		Level 2		Level 3		Total
Assets included in:
Cash and cash equivalents
Money market securities	$	121,717	$	-	$	-	$	121,717
Bitcoin		138,079		-		-		138,079
Accounts receivable		286		-		-		286
Derivative asset		-		-		122,930		122,930
	$	260,082	$	-	$	122,930	$	383,012


	Fair Value Measured as of December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets included in:
Cash and cash equivalents
Money market securities	$	65,945	$	-	$	-	$	65,945
Bitcoin		32,978		-		-		32,978
Accounts receivable		622		-		-		622
Derivative asset		-		-		93,591		93,591
	$	99,545	$	-	$	93,591	$	193,136
Liabilities included in:
Warrant liability	$	-	$	-	$	250	$	250
	$	-	$	-	$	250	$	250

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.

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

Level 3 asset

The Company’s derivative asset, related to the Luminant Power Agreement, is divided between current and noncurrent assets, and was initially recorded on its unaudited condensed consolidated balance sheets on the derivative asset’s effective date of July 1, 2022, with an offsetting amount recorded to change in fair value of derivative asset in costs and operating expenses on the unaudited condensed consolidated statements of operations. Subsequent changes in fair value are also recorded to change in fair value of derivative asset. 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, which has a remaining term of approximately 3.1 years. The valuations performed by the third-party valuation firm engaged by the Company utilized pre-tax discount rates of 6.23% and 6.11% as of June 30, 2024 and December 31, 2023, 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 changes to the quoted forward electricity rates, as well as unobservable inputs (e.g., changes in estimated usage rates and discount rate assumptions).


Balance as of December 31, 2022		66,702
Change in fair value		8,550
Balance as of June 30, 2023	$	75,252

Balance as of December 31, 2023		93,591
Change in fair value		29,339
Balance as of June 30, 2024	$	122,930

Level 3 liability

The Company’s Private Placement Warrants (as defined in Note 15. Warrants) were 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 used assumptions and estimates the Company believes would be made by a market participant in making the same valuation. As of March 31, 2024, all Private Placement Warrants were converted to Public Warrants, and as such no Private Placement Warrants were outstanding as of June 30, 2024.

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


	December 31, 2023
Risk-free rate		4.00	%
Dividend yield rate		0.00	%
Volatility		124.0	%
Contractual term (in years)		2.7
Exercise price	$	11.50

The following table presents changes in the estimated fair value of the Private Placement Warrants for the six months ended June 30, 2024 and 2023 (in thousands):


Balance as of December 31, 2022	$	7
Change in fair value		59
Balance as of June 30, 2023	$	66

Balance as of December 31, 2023	$	250
Change in fair value		(250	)
Balance as of June 30, 2024	$	-

- 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

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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Supplemental Financial Information (Tables)

6 Months Ended

Jun. 30, 2024

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):


	June 30, 2024		December 31, 2023
Taxes (primarily sales tax)	$	14,004	$	15,184
Employee compensation		3,421		5,800
Legal settlement (1)		-		1,000
Other		430		455
Total accrued expenses and other current liabilities	$	17,855	$	22,439

__________

(1) See Note 13. Commitments and Contingencies for additional information regarding the legal settlement accrual as of June 30, 2024.

Summary of Significant Accounting Policies - Schedule of Reconciliation of Numerator and Denominator of the Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Basic and diluted (loss) income per share:
Net Income (Loss)	$ (15,291)	$ (13,198)	$ 24,609	$ (17,751)
Weighted average shares outstanding - basic	314,353,742	249,127,664	305,497,621	248,892,181
RSUs			11,154,680
Weighted average shares outstanding - diluted	314,353,742	249,127,664	316,652,300	248,892,181
Net income (loss) per share - basic	$ (0.05)	$ (0.05)	$ 0.08	$ (0.07)
Net income (loss) per share - diluted	$ (0.05)	$ (0.05)	$ 0.08	$ (0.07)

- Definition

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

+ References

+ Details

- Definition

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

+ References

+ Details

- Definition

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

+ References

+ Details

Investments in Equity Investees

6 Months Ended

Jun. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

Investments in Equity Investees

NOTE 7. INVESTMENTS IN EQUITY INVESTEES

The Company uses the equity method of accounting to account for its 49% equity interest in its partially owned mining operations Alborz LLC, Bear LLC and Chief, LLC (the “Data Center LLCs”).

During fiscal year 2022, the Company contributed miners and mining equipment to the Data Center LLCs. The contributed miners had a fair value that was lower than the cost paid by the Company to obtain them. As such, the Company recognized a loss at the time of the contributions, resulting in basis differences of the miners between the Company and the Data Center LLCs, which recorded the contributions of equipment from the Company at historical cost. The Company accretes these basis differences over the same period and records the accretion amount for each reporting period within equity in losses of equity investees on its statements of operations. As of June 30, 2024, the Company had remaining basis differences totaling approximately $21.4 million that have not yet been accreted.

Activity in the Company’s investments in equity investees during the six months ended June 30, 2024, and 2023, consisted of the following (in thousands):


Balance as of December 31, 2022	$	37,478
Cost of contributed mining equipment and other capital contributions		1,925
Accretion of basis differences related to miner contributions		3,340
Capital distributions		(3,807	)
Bitcoin received from equity investees		(317	)
Equity in net losses of equity investees		(5,521	)
Balance as of June 30, 2023	$	33,098

Balance as of December 31, 2023	$	35,258
Cost of contributed mining equipment and other capital contributions		20,437
Accretion of basis differences related to miner contributions		3,342
Capital distributions		-
Bitcoin received from equity investees		(5,907	)
Equity in net losses of equity investees		(3,181	)
Balance as of June 30, 2024	$	49,949

Supplemental Financial Information - Schedule of Accrued Expenses And Other Current Liabilities (Details) - USD ($)
$ in Thousands

Jun. 30, 2024

Dec. 31, 2023

Accrued Expenses And Other Current Liabilities [Abstract]

Taxes (primarily sales tax)

$ 14,004

$ 15,184

Employee compensation

3,421

5,800

Legal settlement

^[1]

1,000

Other

430

455

Total accrued expenses and other current liabilities

$ 17,855

$ 22,439

[1]	See Note 13. Commitments and Contingencies for additional information regarding the legal settlement accrual as of June 30, 2024.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 13. COMMITMENTS AND CONTINGENCIES

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 June 30, 2024, aside from miner purchase contracts described in further detail in Note 6. Deposits on Equipment.

Contingencies

The Company, and its subsidiaries, are subject at times to various claims, lawsuits and governmental proceedings relating to the Company’s business and transactions arising in the ordinary course of business. The Company cannot predict the final outcome of such proceedings. Where appropriate, the Company vigorously defends such claims, lawsuits and proceedings. Some of these claims, lawsuits and proceedings seek damages, including consequential, exemplary or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits and proceedings arising in the ordinary course of business are covered by the Company’s insurance program. The Company maintains property and various types of liability insurance in an effort to protect the Company from such claims. In terms of any matters where there is no insurance coverage available to the Company, or where coverage is available and the Company maintains a retention or deductible associated with such insurance, the Company may establish an accrual for such loss, retention or deductible based on current available information. In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements, and the amount of loss is reasonably estimable, then an accrual for the cost to resolve or settle these claims is recorded by the Company in the accompanying unaudited condensed consolidated balance sheets. If it is reasonably possible that an asset may be impaired as of the date of the financial statements, then the Company discloses the range of possible loss. Expenses related to the defense of such claims are recorded by the Company as incurred and included in the accompanying unaudited condensed consolidated statements of operations. Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting the Company’s defense of such matters. On the basis of current information, the Company does not believe there is a reasonable possibility that a material loss, if any, will result from any claims, lawsuits and proceedings to which the Company is subject to either individually, or in the aggregate.

Litigation

Luminant Power Agreement

On November 18, 2022, Luminant filed suit against the Company, seeking recoupment and return of money previously paid by Luminant to the Company in connection with Luminant’s (and its affiliates’) construction and energization of Cipher’s bitcoin mining data center in Odessa, Texas. Luminant contended that such payments, although voluntarily made by Luminant, were not due under the terms of the Luminant Power Agreement, as amended. The Company settled the dispute with Luminant (the “Luminant Settlement”). In connection with the Luminant Settlement, the Company, entered into (i) a Fourth Amendment to the Power Purchase

Agreement (the “Amended PPA”) with Luminant, which amended the Luminant Power Agreement and (ii) a Second Amendment to the Lease Agreement (the "Amended Lease") with an affiliate of Luminant, which amended the Luminant Lease Agreement.

During the second quarter of 2023 and in connection with the Luminant Settlement, the Company established a $2.0 million accrual for the cost of resolving the claims, which was fully paid as of June 30, 2024.

Investments in Equity Investees - Schedule of Activity in Investments in Equity Investee (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]
Balance	$ 35,258	$ 37,478
Cost of contributed mining equipment and other capital contributions	20,437	1,925
Accretion of basis differences related to miner contributions	3,342	3,340
Capital distributions		(3,807)
Bitcoin received from equity investees	(5,907)	(317)
Equity in net loss of equity investee	(3,181)	(5,521)
Balance	$ 49,949	$ 33,098

- Definition

This item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized.

+ References + Details

Income Taxes - Additional Information (Details)	3 Months Ended		6 Months Ended
Income Taxes - Additional Information (Details)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense percentage	(3.60%)	(4.90%)	19.80%	(4.00%)

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

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


	June 30, 2024			December 31, 2023
Miners and mining equipment	$	176,881		$	163,523
Leasehold improvements		137,494			138,883
Office and computer equipment		272			279
Autos		73			73
Furniture and fixtures		88			88
Construction-in-progress		19,506			49
Total cost of property and equipment		334,314			302,895
Less: accumulated depreciation		(95,239	)		(59,080	)
Property and equipment, net	$	239,075		$	243,815

As of June 30, 2024

Summary of Significant Accounting Policies - Computation of Diluted Net Income (Loss) Per Common Share (Details) - shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share	8,613,980	31,748,849
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share	8,613,980	8,499,980
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
Unvested RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share		23,134,869

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

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

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024		2023
Basic and diluted income (loss) per share:
Net income (loss)	$	(15,291	)	$	(13,198	)	$	24,609	$	(17,751	)

Weighted average shares outstanding - basic		314,353,742			249,127,664			305,497,621		248,892,181
Add:
RSUs		-			-			11,154,680		-
Weighted average shares outstanding - diluted		314,353,742			249,127,664			316,652,300		248,892,181

Net income (loss) per share - basic	$	(0.05	)	$	(0.05	)	$	0.08	$	(0.07	)
Net income (loss) per share - diluted	$	(0.05	)	$	(0.05	)	$	0.08	$	(0.07	)

Computation of Diluted Net Income (Loss) Per Common Share


	June 30,
	2024		2023
Public warrants		8,613,980		8,499,980
Private placement warrants		-		114,000
Unvested RSUs		-		23,134,869
		8,613,980		31,748,849

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024 shares
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	(c) Insider trading arrangements and policies. Our officers and directors from time to time may adopt trading plans to transact in our common stock for a variety of reasons, including tax considerations, investment diversification, or other personal reasons. During the three months ended June 30, 2024, certain of our officers and directors adopted a pre-arranged stock trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (each such plan, a “Rule 10b5-1 Plan”), as described below. On May 21, 2024, Tyler Page, Chief Executive Officer and Director, adopted a Rule 10b5-1 Plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 900,000 shares of our common stock until November 29, 2024. On May 17, 2024, Patrick Kelly, Co-President and Chief Operating Officer, adopted a Rule 10b5-1 Plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 428,078 shares of our common stock until May 16, 2025. On June 11, 2024, William Iwaschuk, Co-President, Chief Legal Officer and Corporate Secretary, adopted a Rule 10b5-1 Plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 323,694 shares of our common stock until June 10, 2025. No other directors or “officers” (as defined in Section 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted, terminated, or modified a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, during the three months ended June 30, 2024.
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Rule 10b5-1 Arr Modified Flag	false
Non-Rule 10b5-1 Arr Modified Flag	false
Tyler Page
Trading Arrangements, by Individual
Name	Tyler Page
Title	Chief Executive Officer and Director
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	May 21, 2024
Expiration Date	November 29, 2024
Aggregate Available	900,000
Patrick Kelly
Trading Arrangements, by Individual
Name	Patrick Kelly
Title	Co-President and Chief Operating Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	May 17, 2024
Expiration Date	May 16, 2025
Aggregate Available	428,078
William Iwaschuk
Trading Arrangements, by Individual
Name	William Iwaschuk
Title	Co-President, Chief Legal Officer and Corporate Secretary
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	June 11, 2024
Expiration Date	June 10, 2025
Aggregate Available	323,694

Investments in Equity Investees (Tables)

6 Months Ended

Jun. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Activity in Investments in Equity Investee

Activity in the Company’s investments in equity investees during the six months ended June 30, 2024, and 2023, consisted of the following (in thousands):


Balance as of December 31, 2022	$	37,478
Cost of contributed mining equipment and other capital contributions		1,925
Accretion of basis differences related to miner contributions		3,340
Capital distributions		(3,807	)
Bitcoin received from equity investees		(317	)
Equity in net losses of equity investees		(5,521	)
Balance as of June 30, 2023	$	33,098

Balance as of December 31, 2023	$	35,258
Cost of contributed mining equipment and other capital contributions		20,437
Accretion of basis differences related to miner contributions		3,342
Capital distributions		-
Bitcoin received from equity investees		(5,907	)
Equity in net losses of equity investees		(3,181	)
Balance as of June 30, 2024	$	49,949

Security Deposits

6 Months Ended

Jun. 30, 2024

Deposit Assets Disclosure [Abstract]

Security Deposits

NOTE 9. SECURITY DEPOSITS

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


	June 30, 2024		December 31, 2023
Luminant Power Purchase Agreement collateral	$	12,554	$	12,554
Luminant Purchase and Sale Agreement collateral		1,838		3,063
Operating lease security deposits		974		960
Oncor Facility Extension security deposit related to Black Pearl		6,269		6,269
Other deposits		611		1,009
Total security deposits	$	22,246	$	23,855

Commitments and Contingencies - Additional Information (Details) $ in Millions	3 Months Ended
	Jun. 30, 2023 USD ($)
Luminant Power Agreement
Loss Contingencies [Line Items]
Accrual cost of resolving claims	$ 2.0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Leases - Additional Information (Details) - USD ($)	6 Months Ended
Leases - Additional Information (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
Variable lease costs	$ 0	$ 0
Accumulated amortization for finance lease ROU asset	$ 2,800,000		$ 1,300,000
Combined Luminant Lease Agreements
Lessee, Lease, Description [Line Items]
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
Affiliates of Luminant ET Services Company LLC \| Second amendment and restatement
Lessee, Lease, Description [Line Items]
Lease amendment and restatement date	Aug. 23, 2023

Property and Equipment - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 14,400	$ 20,300	$ 37,192	$ 26,067
Accretion expense related to asset retirement obligation	400	600	900	900
Net loss	$ 15,291	$ 13,198	$ (24,609)	$ 17,751
Net income (loss) per share - basic	$ (0.05)	$ (0.05)	$ 0.08	$ (0.07)
Reclassification
Property, Plant and Equipment [Line Items]
Net loss	$ 3,000		$ 3,000
Net income (loss) per share - basic	$ 0.01		$ (0.01)
Black Pearl Facility
Property, Plant and Equipment [Line Items]
Construction-in-progress placed into service	$ 19,500		$ 19,500
Minimum
Property, Plant and Equipment [Line Items]
Estimated life	3 years		3 years
Maximum
Property, Plant and Equipment [Line Items]
Estimated life	5 years		5 years

Organization - Additional Information (Detail)	3 Months Ended		6 Months Ended
Organization - Additional Information (Detail)	Jun. 30, 2024 USD ($) $ / shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) DataCenters $ / shares	Jun. 30, 2023 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value \| $ / shares	$ 0.001		$ 0.001			$ 0.001
Cost of revenue	$ 14,281,000	$ 15,868,000	$ 29,101,000	$ 24,009,000
Power sales	1,109,000	5,651,000	2,282,000	5,749,000
Operating loss	16,171,000	12,089,000	(30,615,000)	16,210,000
Loss before taxes	14,763,000	12,583,000	(30,701,000)	17,066,000
Cash and cash equivalents	122,557,000	1,741,000	122,557,000	1,741,000		$ 86,105,000		$ 11,927,000
Working capital	273,000,000		273,000,000
Stockholders' equity	690,771,000	344,970,000	690,771,000	344,970,000	$ 600,924,000	491,336,000	$ 346,877,000	$ 342,892,000
Accumulated deficit	112,168,000		112,168,000			$ 136,777,000
Deposits on equipment			$ 35,748,000	2,932,000
Number of bitcoin wholly-owned data centers \| DataCenters			1
Number of bitcoin partially owned data centers \| DataCenters			3
Cash flow provided by operations			$ (51,988,000)	(27,796,000)
Master Loan Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument, basis spread on variable rate			2.50%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]			Federal Funds Target Rate [Member]
Credit facility	$ 10,000,000		$ 10,000,000
Out-of-period-adjustments
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cost of revenue		1,000,000		2,000,000
Power sales		$ 600,000		1,600,000
Operating loss			(400,000)
Loss before taxes				$ (400,000)
Odessa Facility
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cost of equipment transferred from deposits on equipment			$ 13,800,000
Bitfury Top HoldCo
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Ownership percentage	33.60%		33.60%
Common stock, par value \| $ / shares	$ 0.001		$ 0.001

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of presentation and principles of consolidation

Emerging Growth Company

Use of Estimates

Use of estimates

Unaudited Interim Condensed Consolidated Financial Statements

Unaudited condensed consolidated financial statements

Segment Information

Segment information

Income (Loss) per Share

Income (loss) per share

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024		2023
Basic and diluted income (loss) per share:
Net income (loss)	$	(15,291	)	$	(13,198	)	$	24,609	$	(17,751	)

Weighted average shares outstanding - basic		314,353,742			249,127,664			305,497,621		248,892,181
Add:
RSUs		-			-			11,154,680		-
Weighted average shares outstanding - diluted		314,353,742			249,127,664			316,652,300		248,892,181

Net income (loss) per share - basic	$	(0.05	)	$	(0.05	)	$	0.08	$	(0.07	)
Net income (loss) per share - diluted	$	(0.05	)	$	(0.05	)	$	0.08	$	(0.07	)


	June 30,
	2024		2023
Public warrants		8,613,980		8,499,980
Private placement warrants		-		114,000
Unvested RSUs		-		23,134,869
		8,613,980		31,748,849

Recently Issued and Adopted Accounting Pronouncements

Recently issued and adopted accounting pronouncements

- Definition

Disclosure of accounting policy for segment reporting.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 41
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-Paragraph 29
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-29

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue - bitcoin mining	$ 36,808	$ 31,224	$ 84,945	$ 53,119
Costs and operating expenses (income)
Cost of revenue	14,281	15,868	29,101	24,009
Compensation and benefits	16,285	12,668	29,321	24,605
General and administrative	8,365	8,667	14,442	14,150
Depreciation and amortization	20,251	14,412	37,495	26,067
Change in fair value of derivative asset	(21,980)	(3,222)	(29,339)	(8,550)
Power sales	(1,109)	(5,651)	(2,282)	(5,749)
Equity in losses (gains) of equity investees	577	1,431	(161)	2,181
Losses (gains) on fair value of bitcoin	16,309	(860)	(24,247)	(5,124)
Other gains				(2,260)
Total costs and operating expenses (income)	52,979	43,313	54,330	69,329
Operating (loss) income	(16,171)	(12,089)	30,615	(16,210)
Other income (expense)
Interest income	1,053	25	1,839	101
Interest expense	(372)	(485)	(772)	(886)
Change in fair value of warrant liability	0	(22)	250	(59)
Other Income (expense)	727	(12)	(1,231)	(12)
Total other income (expense)	1,408	(494)	86	(856)
(Loss) income before taxes	(14,763)	(12,583)	30,701	(17,066)
Current income tax expense	(335)	(31)	(721)	(48)
Deferred income tax expense	(193)	(584)	(5,371)	(637)
Total income tax expense	(528)	(615)	(6,092)	(685)
Net (loss) income	$ (15,291)	$ (13,198)	$ 24,609	$ (17,751)
Net (loss) income per share - basic	$ (0.05)	$ (0.05)	$ 0.08	$ (0.07)
Net (loss) income per share - diluted	$ (0.05)	$ (0.05)	$ 0.08	$ (0.07)
Weighted average shares outstanding - basic	314,353,742	249,127,664	305,497,621	248,892,181
Weighted average shares outstanding - diluted	314,353,742	249,127,664	316,652,300	248,892,181

Bitcoin - Additional Information (Details)	6 Months Ended	12 Months Ended
Bitcoin - Additional Information (Details)	Jun. 30, 2024 USD ($) Bitcoin	Dec. 31, 2023 USD ($) Bitcoin
Bitcoin [Abstract]
Bitcoin held	$ 2,203	$ 780
Fair value of bit coin	138,100,000	33,000,000
Cost basis of bitcoin	$ 116,600,000	$ 30,900,000
Numbr of bitcoin pledged \| Bitcoin	30	10
Fair Value of bitcoin pledged as collateral	$ 1,900,000	$ 400,000

Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Finance lease
Year Ended December 31, 2024	$ 2,417
Year Ended December 31, 2025	4,834
Year Ended December 31, 2026	4,834
Year Ended December 31, 2027	3,223
Total lease payments	15,308
Less present value discount	(2,432)
Total	12,876
Operating leases
Year Ended December 31, 2024	1,110
Year Ended December 31, 2025	3,556
Year Ended December 31, 2026	1,844
Year Ended December 31, 2027	1,871
Year Ended December 31, 2028	1,899
Thereafter	3,316
Total lease payments	13,596
Less present value discount	(3,153)
Total	10,443
Total
Year Ended December 31, 2024	3,527
Year Ended December 31, 2025	8,390
Year Ended December 31, 2026	6,678
Year Ended December 31, 2027	5,094
Year Ended December 31, 2028	1,899
Thereafter	3,316
Total lease payments	28,904
Less present value discount	(5,585)
Total	$ 23,319

Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Amortization expense	$ 200	$ 0	$ 303	$ 0

Investments in Equity Investees - Additional Information (Details) $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($)
Schedule of Equity Method Investments [Line Items]
Remaining basis differences not yet been accreted	$ 21.4
Initial Data Center LLC
Schedule of Equity Method Investments [Line Items]
Percentage of interest in joint venture	49.00%

Fair Value Measurements - Summary of Change in the Fair Value of the Private Placement Warrants (Details) - Private Placement Warrants - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Balance, beginning of period	$ 250	$ 7
Change in fair value	$ (250)	$ 59
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants	Fair Value Adjustment of Warrants
Balance, end of period		$ 66