0001819989-24-000028 | 10-Q | XBRL Viewer

INVESTMENT IN EQUITY INVESTEES

9 Months Ended

Sep. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

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 Mountain 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 life of the miners and records the accretion amount for each reporting period within equity in losses of equity investees on its statements of operations. As of September 30, 2024, the Company had remaining basis differences totaling approximately $11.2 million that have not yet been accreted.

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


	For the Nine Months Ended September 30,
	2024		2023
Opening balance	$	35,258	$	37,478
Cost of contributed mining equipment and other capital contributions	29,194		4,435

Accretion of basis differences related to miner contributions	4,442		5,012

Capital distributions	-		(3,807)
Bitcoin received from equity investees	(10,487)		(317)
Equity in net losses of equity investees	(3,434)		(9,192)
Ending Balance	$	54,973	$	33,609

SHARE-BASED COMPENSATION

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

The Cipher Mining Inc. 2021 Incentive Award Plan (the “Incentive Award Plan”) provides for the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, RSUs and other stock or cash-based awards to employees, consultants and directors. Upon vesting of an award, the Company may either issue new shares or reissue treasury shares.

Initially, up to 19,869,312 shares of Common Stock were available for issuance under awards granted pursuant to the Incentive Award Plan. In addition, the number of shares of Common Stock available for issuance under the Incentive Award Plan is increased on January 1 of each calendar year beginning in 2022 and ending in 2031 by an amount equal to the lesser of (a) three percent (3%) of the total number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares determined by the Board. On January 1, 2024, this resulted in an increase of 8,728,736 shares of Common Stock available for issuance under the Incentive Award Plan. As of September 30, 2024, 6,072,603 shares of Common Stock were available for issuance under the Incentive Award Plan.

The Company recognized total share-based compensation 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 September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Service-based RSUs	$	9,308	$	7,038	$	25,665	$	17,865
Performance-based RSUs	903		3,416		4,674		10,136
Common stock, fully-vested	—		245		1,526		686
Total share-based compensation expense	$	10,211	$	10,699	$	31,865	$	28,687

Service-Based RSUs

A summary of the Company's unvested Service-Based RSU activity for the nine months ended September 30, 2024 is shown below:


	Number of Shares	Weighted Average Grant Date Fair Value
December 31, 2023	17,047,242	$	3.23
Granted	10,746,682	$	3.20
Forfeited	(40,757)	$	2.71
Vested	(6,273,366)	$	3.57
Unvested at September 30, 2024	21,479,801	$	3.12

As of September 30, 2024, there was approximately $29.7 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 1.1 years.

If not fully vested upon grant, Service-based RSUs awarded generally vest over a period ranging from three 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 (unless otherwise specified in the agreement between the award recipient and the Company). 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 nine months ended September 30, 2024. There were 4,257,710 unvested Performance-Based RSUs at a weighted average grant date fair value of $7.76 as of both September 30, 2024 and 2023. There was approximately $0.5 million of unrecognized compensation expense related to unvested Performance-Based RSUs, which is expected to be recognized over a remaining weighted average vesting period of approximately 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

INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Purchase of strategic contracts			$ 17,044	$ 0
Amortization of intangible assets	$ 200	$ 0	$ 470	$ 0

RELATED PARTY TRANSACTIONS (Details) - Related Party $ in Thousands	Apr. 08, 2022 agreement	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Related Party Transaction [Line Items]
Accounts receivable		$ 59	$ 245
Reimbursable Expenses
Related Party Transaction [Line Items]
Accounts receivable		$ 100	$ 200
Purchase Commitments
Related Party Transaction [Line Items]
Number of agreements \| agreement	2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (Parentheticals)	12 Months Ended
	Dec. 31, 2022
Statement of Stockholders' Equity [Abstract]
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2023-08

- Definition

Indicates amendment to accounting standards.

+ References

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Reference 80: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	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 September 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 The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.

INTANGIBLE ASSETS - Schedule of Expected Amortization Expenses (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2024	$ 542
Year Ended December 31, 2025	658
Year Ended December 31, 2026	658
Year Ended December 31, 2027	658
Year Ended December 31, 2028	$ 566

INVESTMENT IN EQUITY INVESTEES (Tables)

9 Months Ended

Sep. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Activity in Investment in Equity Investee

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


	For the Nine Months Ended September 30,
	2024		2023
Opening balance	$	35,258	$	37,478
Cost of contributed mining equipment and other capital contributions	29,194		4,435

Accretion of basis differences related to miner contributions	4,442		5,012

Capital distributions	-		(3,807)
Bitcoin received from equity investees	(10,487)		(317)
Equity in net losses of equity investees	(3,434)		(9,192)
Ending Balance	$	54,973	$	33,609

SHARE-BASED COMPENSATION - Schedule of Share-based Compensation Expense (Details) - General and Administrative Expenses - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	$ 10,211	$ 10,699	$ 31,865	$ 28,687
Service-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	9,308	7,038	25,665	17,865
Performance-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	903	3,416	4,674	10,136
Common stock, fully-vested
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	$ 0	$ 245	$ 1,526	$ 686

- 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
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+ Details

LEASES - Schedule of Future Minimum Lease Payments (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Finance Lease
Year Ended December 31, 2024	$ 1,208
Year Ended December 31, 2025	4,834
Year Ended December 31, 2026	4,834
Year Ended December 31, 2027	3,223
Year Ended December 31, 2028	0
Thereafter	0
Total lease payments	14,099
Less present value discount	(2,085)
Total	12,014
Operating Lease
Year Ended December 31, 2024	723
Year Ended December 31, 2025	3,811
Year Ended December 31, 2026	2,106
Year Ended December 31, 2027	2,112
Year Ended December 31, 2028	2,087
Thereafter	3,427
Total lease payments	14,266
Less present value discount	(3,124)
Total	11,142
Total
Year Ended December 31, 2024	1,931
Year Ended December 31, 2025	8,645
Year Ended December 31, 2026	6,940
Year Ended December 31, 2027	5,335
Year Ended December 31, 2028	2,087
Thereafter	3,427
Total lease payments	28,365
Less present value discount	(5,209)
Total	$ 23,156

SUPPLEMENTAL FINANCIAL INFORMATION

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

SUPPLEMENTAL FINANCIAL INFORMATION

Prepaid expenses and other current assets were $3.5 million and $3.7 million as of September 30, 2024 and December 31, 2023, respectively, primarily consisting of prepaid insurance and employee compensation as of September 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):


	September 30, 2024		December 31, 2023
Taxes (primarily sales tax)	$	16,113	$	15,184
Barber Lake Site Deposit Payable	8,297		—
Construction Costs	6,449		—
Employee Compensation	4,650		—
Payment for Miners in service	3,363		139
Power Costs	—		5,800
Legal settlement	—		1,000
Other	1,892		316
Total accrued expenses and other current liabilities	$	40,764	$	22,439

ORGANIZATION (Details)	1 Months Ended	3 Months Ended		9 Months Ended
ORGANIZATION (Details)	Oct. 31, 2024 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) dataCenter	Sep. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of bitcoin wholly-owned data centers \| dataCenter				1
Number of bitcoin partially owned data centers \| dataCenter				3
Number of acquired bitcoin wholly owned data centers \| dataCenter				2
Cost of revenue		$ 15,063,000	$ 13,008,000	$ 44,164,000	$ 37,017,000
Power sales		1,444,000	2,720,000	3,726,000	8,469,000
Operating loss		91,394,000	19,106,000	60,779,000	35,316,000
Loss before taxes		90,556,000	19,718,000	59,855,000	36,784,000
Cash and cash equivalents		25,342,000	3,342,000	25,342,000	3,342,000		$ 86,105,000
Working capital		92,700,000		92,700,000
Stockholders' equity		671,991,000	343,537,000	671,991,000	343,537,000	$ 690,771,000	491,336,000	$ 344,970,000	$ 342,892,000
Accumulated deficit		198,922,000		198,922,000			$ 136,777,000
Net cash used in operating activities				58,533,000	46,325,000
Deposits on equipment				135,263,000	4,533,000
Loan Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Credit facility		$ 10,000,000		$ 10,000,000
Debt instrument, basis spread on variable rate				2.50%
Loan Agreement \| Line of Credit \| Secured Debt \| Subsequent Event
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Credit facility	$ 35,000,000
Debt instrument, term	1 year
Right to terminate, price of bitcoin trigger (falls below)	$ 40,000
Loan Agreement \| Line of Credit \| Revolving Credit Facility \| Subsequent Event
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Credit facility	$ 15,000,000
Odessa Facility
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cost of equipment transferred from deposits on equipment				$ 21,500,000
Out-of-period-adjustments
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cost of revenue			1,000,000.0		2,000,000.0
Power sales			600,000		1,600,000
Operating loss			400,000		400,000
Loss before taxes			$ 400,000		$ 400,000

STOCKHOLDERS’ EQUITY (Details)					3 Months Ended	9 Months Ended
STOCKHOLDERS’ EQUITY (Details)	Sep. 03, 2024 USD ($)	Mar. 06, 2024 USD ($)	Aug. 03, 2023 USD ($)	Sep. 21, 2022 USD ($)	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) vote $ / shares shares	Dec. 31, 2023 shares
Class of Stock [Line Items]
Shares authorized (in shares)					510,000,000	510,000,000
Share par value (in dollars per share) \| $ / shares					$ 0.001	$ 0.001
Common stock, shares authorized (in shares)					500,000,000	500,000,000	500,000,000
Preferred stock, shares authorized (in shares)					10,000,000	10,000,000	10,000,000
Common stock voting rights (in votes) \| vote						1
Preferred stock, shares outstanding (in shares)					0	0	0
Common stock, shares issued (in shares)					355,771,238	355,771,238	296,276,536
At the Market Offering Agreement
Class of Stock [Line Items]
Sale of stock, potential consideration on transaction \| $	$ 725,700,000
At the Market Offering Agreement
Class of Stock [Line Items]
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 \| $					$ 61,300,000
Sale of shares of common stock (in shares)					17,953,378
Average net selling price (in dollars per share) \| $ / shares					$ 3.41	$ 3.41
At the Market Offering Agreement \| Maximum
Class of Stock [Line Items]
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%
Officers, Employees and Consultants \| Incentive Award Plan
Class of Stock [Line Items]
Shares issued (in shares)						6,273,366
Directors \| Incentive Award Plan
Class of Stock [Line Items]
Common stock, shares issued (in shares)					395,577	395,577
Officers, Employees \| Restricted Stock Units (RSUs)
Class of Stock [Line Items]
Repurchase of common stock related to tax withholding settlement (in shares)						2,652,378
Repurchase of common stock related to tax withholding settlement, fair value \| $						$ 10,800,000

DEPOSITS ON EQUIPMENT	9 Months Ended
DEPOSITS ON EQUIPMENT	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
DEPOSITS ON EQUIPMENT	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 “Future Sales and Purchase Agreement”). The Company paid a deposit of $9.9 million upon execution of the agreement. For the nine months ended September 30, 2024, the Company paid an additional $97.5 million towards this contract, in addition to amending the agreement on June 5, 2024 (such amendment, the “Supplemental Agreement” to upgrade the miners and accelerate the delivery from the first half of 2025 to the fourth quarter of 2024. This commitment has $26.9 million remaining to be paid as of September 30, 2024. The Future Sales and Purchase Agreement also has an option to purchase an additional 8.7 EH/s in 2024. 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 further 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. 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 $13.1 million in connection with the agreement, with $3.3 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.

INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 26,334	$ 8,230
Accumulated Amortization	(592)	(121)
Net Carrying Amount	25,742	8,109
Strategic contracts
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	24,045	7,000
Accumulated Amortization	(292)	(28)
Net Carrying Amount	23,753	6,972
Capitalized software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,289	1,230
Accumulated Amortization	(300)	(93)
Net Carrying Amount	$ 1,989	$ 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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of presentation	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”).
Principles of consolidation	The unaudited condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries, including Cipher Mining Technologies Inc. (“CMTI”). All intercompany transactions and balances have been eliminated.
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.
Restricted cash	Restricted cash represents amounts pledged as collateral to Luminant ET Services Company LLC (“Luminant”, and Vistra Operations Company, LLC (“Vistra”), a Luminant affiliate, primarily related to the Luminant Power Agreement (defined below in Note 4, Derivative Asset). Previously these amounts were held by each respective counterparty, and classified in the Company's financials as Security deposits. In September 2024, the Company moved the collateral to a money market account in the Company's name with a bank letter of credit. The collateral restrictions related to the Luminant Power Agreement will lapse upon termination of the agreement.
Earnings per share	Basic earnings (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 earnings (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.
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 $0.9 million as reported for the three months ended September 30, 2023, and a reduction of Operating loss, and Net loss of $0.6 million as reported for the nine months ended September 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.

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	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. No subsequent events have been identified other than those disclosed in these condensed consolidated financial statements.

ORGANIZATION	9 Months Ended
ORGANIZATION	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	ORGANIZATION Nature of operations Cipher Mining Inc. (“Cipher” or the “Company”) is focused on the development and operation of industrial-scale data centers for bitcoin mining and high-performance compute (“HPC”) hosting. Bitcoin mining is currently the Company’s principal revenue generating business activity. The Company operates one wholly-owned bitcoin mining data center and jointly operates three partially-owned bitcoin mining data centers that were acquired through investments in joint ventures. The Company has also acquired two new wholly-owned sites as of September 30, 2024 which have not commenced operating. Out-of-period-adjustments Cost of revenue and power sales for the three and nine months ended September 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 nine months ended September 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 nine months ended September 30, 2023, assessing the error both quantitatively and qualitatively, and concluded that the error was not material to the financial statements for either period. No other out-of-period adjustments were identified in the periods presented. Risks and uncertainties Liquidity, capital resources and limited business history The Company has historically experienced net losses and negative cash flows from operations; however, proceeds from sales of bitcoin are categorized as cash flows from investing activities. As of September 30, 2024, the Company had approximate balances of cash and cash equivalents of $25.3 million, working capital of $92.7 million, total stockholders’ equity of $672.0 million and an accumulated deficit of $198.9 million. The Company uses 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 $58.5 million of cash was used for operating activities during the nine months ended September 30, 2024. During the nine months ended September 30, 2024, the Company paid approximately $135.3 million for deposits on equipment primarily related to new miner purchases for its Odessa Facility, and reclassified approximately $21.5 million to property and equipment related to equipment 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 September 30, 2024, the Company has not drawn upon the Credit Facility. Subsequent to September 30, 2024, the Company expanded the Credit Facility to a $15.0 million limit, and established a term loan facility with Coinbase with a limit of $35.0 million and maximum period of one year (the “Term Loan Facility”, with an interest rate to be determined upon drawdown. Coinbase has the right to terminate loans under the Term Loan Facility if the price of bitcoin falls below $40,000. 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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Computation of Diluted Earnings (Loss) Per Common Share (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Unvested RSUs
Antidilutive shares excluded from computation of net loss per common share (in shares)	30,093,781	29,848,590
Public warrants
Unvested RSUs
Antidilutive shares excluded from computation of net loss per common share (in shares)	8,613,980	8,499,980
Private placement warrants
Unvested RSUs
Antidilutive shares excluded from computation of net loss per common share (in shares)	0	114,000
Unvested RSUs
Unvested RSUs
Antidilutive shares excluded from computation of net loss per common share (in shares)	21,479,801	21,234,610

LEASES - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
LEASES - Additional Information (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Nov. 22, 2022
Leases [Abstract]
Finance lease initial term					5 years
Variable lease costs	$ 0	$ 0	$ 0	$ 0

INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

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


	September 30, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Strategic contracts	$	24,045	$	(292)	$	23,753
Capitalized software	2,289		(300)		1,989
Total	$	26,334	$	(592)	$	25,742


	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)
Remainder of 2024	$	542
Year Ended December 31, 2025	658
Year Ended December 31, 2026	658
Year Ended December 31, 2027	658
Year Ended December 31, 2028	566

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESs - Additional Information (Details) $ in Thousands		1 Months Ended	3 Months Ended		9 Months Ended
	Jun. 28, 2024 USD ($)	Sep. 30, 2024 USD ($) MW	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) segment	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Jan. 01, 2023 USD ($)
Property Plant And Equipment [Line Items]
Compensation and benefits			$ 14,738	$ 17,071	$ 44,058	$ 41,676
Market value of common stock held by non-affiliate stockholders	$ 700,000
Number of segments \| segment					1
Retained earnings		$ (198,922)	(198,922)		$ (198,922)		$ (136,777)
Net income (loss)			(86,754)	(18,621)	(62,145)	(36,372)
Barber Lake Facility
Property Plant And Equipment [Line Items]
Site purchased to develop a wholly-owned data center (in megawatts) \| MW		300
Cash paid on asset acquisition		$ 68,000
Liability assumed in asset acquisition		$ 8,300	8,300		8,300
Revision of Prior Period, Adjustment
Property Plant And Equipment [Line Items]
Net income (loss)			$ (9,400)		$ (12,200)
Accounting Standards Update 2023-08 \| Revision of Prior Period, Adjustment
Property Plant And Equipment [Line Items]
Retained earnings								$ 200
Net income (loss)				$ (900)		$ 600

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (86,754)	$ (18,621)	$ (62,145)	$ (36,372)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
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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
-SubTopic 10
-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
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-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

DERIVATIVE ASSET	9 Months Ended
DERIVATIVE ASSET	Sep. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE ASSET	DERIVATIVE ASSET Luminant Power Agreement On June 23, 2021, the Company entered into a power purchase agreement with 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 exemptions. The Luminant Power Agreement provides for 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 $1.4 million and $3.7 million for the three and nine months ended September 30, 2024, respectively, and $2.7 million and $8.5 million for both the three and nine months ended September 30, 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 nine months ended September 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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

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

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Basic and diluted loss per share:
Net loss	$	(86,754)	$	(18,621)	$	(62,145)	$	(36,372)

Weighted average shares outstanding - basic	332,680,037		251,789,350		314,820,110		249,858,033
Add:
RSUs	-		-		-		-
Weighted average shares outstanding - diluted	332,680,037		251,789,350		314,820,110		249,858,033

Net loss per share - basic	$	(0.26)	$	(0.07)	$	(0.20)	$	(0.15)
Net loss per share - diluted	$	(0.26)	$	(0.07)	$	(0.20)	$	(0.15)

Computation of Diluted Earnings (Loss) Per Common Share

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


	September 30,
	2024	2023
Public warrants	8,613,980	8,499,980
Private placement warrants	—	114,000
Unvested RSUs	21,479,801	21,234,610
	30,093,781	29,848,590

PROPERTY AND EQUIPMENT - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property Plant And Equipment [Line Items]
Total cost of property and equipment	$ 433,937	$ 302,895
Less: accumulated depreciation	(123,238)	(59,080)
Property and equipment, net	310,699	243,815
Miners and mining equipment
Property Plant And Equipment [Line Items]
Total cost of property and equipment	182,768	163,523
Leasehold improvements
Property Plant And Equipment [Line Items]
Total cost of property and equipment	137,582	138,883
Land
Property Plant And Equipment [Line Items]
Total cost of property and equipment	25,000	0
Infrastructure
Property Plant And Equipment [Line Items]
Total cost of property and equipment	32,567	0
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	$ 55,587	$ 49

SUPPLEMENTAL FINANCIAL INFORMATION - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Taxes (primarily sales tax)	$ 16,113	$ 15,184
Barber Lake Site Deposit Payable	8,297	0
Construction Costs	6,449	0
Employee Compensation	4,650	0
Payment for Miners in service	3,363	139
Power Costs	0	5,800
Legal settlement	0	1,000
Other	1,892	316
Total accrued expenses and other current liabilities	$ 40,764	$ 22,439

STOCKHOLDERS’ EQUITY	9 Months Ended
STOCKHOLDERS’ EQUITY	Sep. 30, 2024
Equity [Abstract]
STOCKHOLDERS’ EQUITY	STOCKHOLDERS’ EQUITY As of September 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 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 nine months ended September 30, 2024, the Company issued 6,273,366 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 non-employee directors, pursuant to grants made under the Cipher Mining Inc. 2021 Incentive Award Plan (the “Incentive Award Plan”). The Company immediately repurchased 2,652,378 of these shares of Common Stock from officers and employees, with a fair value of approximately $10.8 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 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”). 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. On September 3, 2024, the Company amended and restated the Amended Sales Agreement (as amended and restated, the “Amended and Restated Sales Agreement”) with the Original Agents, Keefe, Bruyette & Woods, Inc. (“KBW”), Virtu and BTIG, LLC (“BTIG”) (each, an “Agent” and, together, the “Agents”). The Amended and Restated Sales Agreement modified the Amended Sales Agreement to, among other things, include BTIG as an additional Agent under the Amended and Restated Sales Agreement and to replace Stifel with KBW as an Agent under the Amended and Restated Sales Agreement. Pursuant to the Amended and Restated Sales Agreement, the Company may offer and sell, from time to time through or to the Agents, shares of the Company’s Common Stock, for aggregate gross proceeds of up to $725.7 million (the “Shares”), which consists of (i) up to $125.7 million remaining as authorized under the Company’s Registration Statement, the base prospectus contained within the Registration Statement, and the Prospectus Supplement, as amended on September 3, 2024 and (ii) up to $600.0 million of Shares, which can be issued and sold pursuant to the Company’s shelf registration statement on Form S-3ASR, filed with the SEC on September 3, 2024, which became immediately effective upon filing, and a prospectus supplement dated September 3, 2024, filed by the Company with the SEC. Pursuant to the Amended and Restated 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 Amended and Restated Sales Agreement and may at any time suspend or terminate the offering of the Shares pursuant to the Amended and Restated 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 Amended and Restated 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 Amended and Restated Sales Agreement. In addition, the Company agreed to reimburse certain expenses incurred by the Agents in connection with the Amended and Restated Sales Agreement. During the three months ended September 30, 2024, in connection with the Amended and Restated Sales Agreement, the Company received proceeds of approximately $61.3 million, net of issuance costs, from the sale of 17,953,378 shares of common stock, with an average net selling price of $3.41 per share.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	355,771,238	296,276,536
Common stock, shares outstanding (in shares)	347,800,186	290,957,862
Treasury stock, shares (in shares)	7,971,052	5,318,674

INVESTMENT IN EQUITY INVESTEES - Additional Information (Details) $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($)
Schedule of Equity Method Investments [Line Items]
Remaining basis differences not yet been accreted	$ 11.2
Initial Data Center LLC
Schedule of Equity Method Investments [Line Items]
Percentage of interest in joint venture	49.00%

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenue - bitcoin mining	$ 24,102	$ 30,304	$ 109,047	$ 83,423
Costs and operating expenses (income)
Cost of revenue	15,063	13,008	44,164	37,017
Compensation and benefits	14,738	17,071	44,058	41,676
General and administrative	8,919	6,827	23,362	20,977
Depreciation and amortization	28,636	16,217	66,131	42,284
Change in fair value of derivative asset	48,520	(4,744)	19,181	(13,294)
Power sales	(1,444)	(2,720)	(3,726)	(8,469)
Equity in (income) losses of equity investees	(847)	1,998	(1,008)	4,179
Losses (gains) on fair value of bitcoin	1,911	1,848	(22,336)	(3,276)
Other gains	0	(95)	0	(2,355)
Total costs and operating expenses	115,496	49,410	169,826	118,739
Operating loss	(91,394)	(19,106)	(60,779)	(35,316)
Other income (expense)
Interest income	1,188	11	3,027	112
Interest expense	(346)	(627)	(1,118)	(1,513)
Change in fair value of warrant liability	0	10	250	(49)
Other expense	(4)	(6)	(1,235)	(18)
Total other income (expense)	838	(612)	924	(1,468)
Loss before taxes	(90,556)	(19,718)	(59,855)	(36,784)
Current income tax expense	(211)	(95)	(932)	(143)
Deferred income tax benefit (expense)	4,013	1,192	(1,358)	555
Total income tax benefit (expense)	3,802	1,097	(2,290)	412
Net loss	$ (86,754)	$ (18,621)	$ (62,145)	$ (36,372)
Loss per share - basic (in dollars per share)	$ (0.26)	$ (0.07)	$ (0.20)	$ (0.15)
Loss per share - diluted (in dollars per share)	$ (0.26)	$ (0.07)	$ (0.20)	$ (0.15)
Weighted average shares outstanding - basic (in shares)	332,680,037	251,789,350	314,820,110	249,858,033
Weighted average shares outstanding - diluted (in shares)	332,680,037	251,789,350	314,820,110	249,858,033

DERIVATIVE ASSET (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
DERIVATIVE ASSET (Details) - USD ($) $ in Millions	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Luminant Power Agreement
Derivative Instruments, Gain (Loss) [Line Items]
Termination notice period			6 months
Luminant Power Agreement
Derivative Instruments, Gain (Loss) [Line Items]
Power sales	$ 1.4	$ 2.7	$ 3.7	$ 8.5
Luminant Power Agreement \| Luminant ET Services Company LLC
Derivative Instruments, Gain (Loss) [Line Items]
Term of power agreement			5 years

BITCOIN (Tables)

9 Months Ended

Sep. 30, 2024

Crypto Asset [Abstract]

Schedule of Bitcoin

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


	For the Nine Months Ended September 30,
	2024		2023
Opening balance	$	32,978	$	6,283
Cumulative effect upon adoption of ASU 2023-08	-		209
Bitcoin received from equity investees	10,487		317
Bitcoin received from mining activities	109,443		83,162
Proceeds from sale of bitcoin	(79,785)		(78,729)
Realized gains on sale of bitcoin	25,114		1,739
Unrealized gains (losses) on sale of bitcoin	(2,778)		1,538
Ending balance	$	95,459	$	14,519

LEASES - Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Leases [Abstract]
Operating cash flows - operating lease	$ 480	$ 396	$ 1,320	$ 1,187
Right-of-use assets obtained in exchange for operating lease liabilities	$ 961	$ 0	$ 4,375	$ 0
Weighted-average remaining lease term – finance lease (in years)	2 years 10 months 24 days		2 years 10 months 24 days		3 years 8 months 12 days
Weighted-average remaining lease term – operating lease (in years)	8 years 6 months		8 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	7.90%		7.90%		10.00%
Finance lease ROU assets	$ 8,878		$ 8,878		$ 11,160
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization		Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization		Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization
Accumulated amortization for finance lease ROU asset	$ 2,300		$ 2,300

SUPPLEMENTAL FINANCIAL INFORMATION (Tables)

9 Months Ended

Sep. 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):


	September 30, 2024		December 31, 2023
Taxes (primarily sales tax)	$	16,113	$	15,184
Barber Lake Site Deposit Payable	8,297		—
Construction Costs	6,449		—
Employee Compensation	4,650		—
Payment for Miners in service	3,363		139
Power Costs	—		5,800
Legal settlement	—		1,000
Other	1,892		316
Total accrued expenses and other current liabilities	$	40,764	$	22,439

FAIR VALUE MEASUREMENTS - Summary of Financial Assets And Liabilities Measurement on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Assets included in:
Cash and cash equivalents, money market securities	$ 24,900	$ 65,945
Restricted cash, Money market securities	14,392
Bitcoin	95,459	32,978
Accounts receivable	226	622
Derivative asset	74,410	93,591
Assets, fair value	209,387	193,136
Liabilities included in:
Warrant liability		250
Liabilities, fair value		250
Level 1
Assets included in:
Cash and cash equivalents, money market securities	24,900	65,945
Restricted cash, Money market securities	14,392
Bitcoin	95,459	32,978
Accounts receivable	226	622
Derivative asset	0	0
Assets, fair value	134,977	99,545
Liabilities included in:
Warrant liability		0
Liabilities, fair value		0
Level 2
Assets included in:
Cash and cash equivalents, money market securities	0	0
Restricted cash, Money market securities	0
Bitcoin	0	0
Accounts receivable	0	0
Derivative asset	0	0
Assets, fair value	0	0
Liabilities included in:
Warrant liability		0
Liabilities, fair value		0
Level 3
Assets included in:
Cash and cash equivalents, money market securities	0	0
Restricted cash, Money market securities	0
Bitcoin	0	0
Accounts receivable	0	0
Derivative asset	74,410	93,591
Assets, fair value	$ 74,410	93,591
Liabilities included in:
Warrant liability		250
Liabilities, fair value		$ 250

FAIR VALUE MEASUREMENTS - Summary of Change in the Fair Value of the Private Placement Warrants (Details) - Private placement warrants - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	$ 250	$ 7
Change in fair value	(250)	49
Balance, end of period	$ 0	$ 56
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change in fair value of warrant liability	Change in fair value of warrant liability

DEPOSITS ON EQUIPMENT (Details) $ in Millions	3 Months Ended		9 Months Ended
DEPOSITS ON EQUIPMENT (Details) $ in Millions	Jun. 30, 2024 USD ($) exahash MW	Dec. 31, 2023 USD ($) exahash	Sep. 30, 2024 USD ($) exahash	Jul. 10, 2024 USD ($)
Bitmain
Property Plant And Equipment [Line Items]
Hash rate of miners agreed to purchase (in exahash) \| exahash		7.1	8.7
Bitmain \| Agreement Two
Property Plant And Equipment [Line Items]
Deposits paid		$ 9.9
Bitmain \| Amendment Agreement
Property Plant And Equipment [Line Items]
Deposits paid		$ 12.2		$ 6.5
Additional deposit asset			$ 97.5
Commitment remaining to be paid			$ 26.9
Canaan Creative Global Pte. Ltd
Property Plant And Equipment [Line Items]
Hash rate of miners agreed to purchase (in exahash) \| exahash	1.25
Option to purchase miners, amount of power (in megawatts) \| MW	160
Canaan Creative Global Pte. Ltd \| Agreement Two
Property Plant And Equipment [Line Items]
Deposits paid	$ 5.3
Canaan Creative Global Pte. Ltd \| Amendment Agreement
Property Plant And Equipment [Line Items]
Deposits paid	13.1
Outstanding deposit asset to be paid	$ 3.3

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2024	Oct. 30, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-39625
Entity Registrant Name	Cipher Mining Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1614529
Entity Address, Address Line One	1 Vanderbilt Avenue
Entity Address, Address Line Two	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
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		347,806,123
Entity Central Index Key	0001819989
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Common Stock, par value $0.001 per share
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CIFR
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share
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

LEASES

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

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 entered into the Luminant Lease Agreement and the Luminant Purchase and Sale Agreement to build the infrastructure necessary to support its Odessa Facility operations. The Company determined that the Luminant Lease Agreement and the Luminant Purchase and Sale Agreement should be combined for accounting purposes under ASC 842 (collectively, the “Combined Luminant Lease Agreement”) and that amounts exchanged under the combined contract should be allocated to the various components of the overall transaction based on relative fair values. The Combined Luminant Lease Agreement is classified as a finance lease.

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.

All of the Company's office leases are classified as operating leases.

Additional lease information

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


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Finance leases:
Amortization of ROU assets (1)	$	761	$	1,481	$	2,283	$	3,297
Interest on lease liability	346		600		1,108		1,478
Total finance lease expense	1,107		2,081		3,391		4,775
Operating leases:
Operating lease expense	542		470		1,528		1,391

Total operating lease expense	542		470		1,528		1,391
Total lease expense	$	1,649	$	2,551	$	4,919	$	6,166

(1)Amortization of finance lease ROU asset 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 September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Operating cash flows - operating lease	$	480	$	396	$	1,320	$	1,187

Right-of-use assets obtained in exchange for operating lease liabilities	$	961	$	—	$	4,375	$	—


	September 30, 2024			December 31, 2023
Weighted-average remaining lease term – finance lease (in years)	2.9			3.7
Weighted-average remaining lease term – operating lease (in years)	8.5			5.8
Weighted-average discount rate – finance lease	11.0		%	11.0		%
Weighted-average discount rate – operating lease	7.9		%	10.0		%
Finance lease ROU assets(1)	$	8,878		$	11,160

(1)As of September 30, 2024, the Company recorded accumulated amortization of $2.3 million for the finance lease ROU asset. Finance lease ROU assets are recorded within property and equipment, net on the Company’s consolidated balance sheets.

As of September 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	$	1,208	$	723	$	1,931
Year Ended December 31, 2025	4,834		3,811		8,645
Year Ended December 31, 2026	4,834		2,106		6,940
Year Ended December 31, 2027	3,223		2,112		5,335
Year Ended December 31, 2028	-		2,087		2,087
Thereafter	-		3,427		3,427
Total lease payments	14,099		14,266		28,365
Less present value discount	(2,085)		(3,124)		(5,209)
Total	$	12,014	$	11,142	$	23,156

LEASES

Combined Luminant Lease Agreement

Office leases

In July 2024, the Company also signed leases for office space in Charleston, South Carolina, and Denver, Colorado.

All of the Company's office leases are classified as operating leases.

Additional lease information

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


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Finance leases:
Amortization of ROU assets (1)	$	761	$	1,481	$	2,283	$	3,297
Interest on lease liability	346		600		1,108		1,478
Total finance lease expense	1,107		2,081		3,391		4,775
Operating leases:
Operating lease expense	542		470		1,528		1,391

Total operating lease expense	542		470		1,528		1,391
Total lease expense	$	1,649	$	2,551	$	4,919	$	6,166

(1)Amortization of finance lease ROU asset 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 September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Operating cash flows - operating lease	$	480	$	396	$	1,320	$	1,187

Right-of-use assets obtained in exchange for operating lease liabilities	$	961	$	—	$	4,375	$	—


	September 30, 2024			December 31, 2023
Weighted-average remaining lease term – finance lease (in years)	2.9			3.7
Weighted-average remaining lease term – operating lease (in years)	8.5			5.8
Weighted-average discount rate – finance lease	11.0		%	11.0		%
Weighted-average discount rate – operating lease	7.9		%	10.0		%
Finance lease ROU assets(1)	$	8,878		$	11,160

As of September 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	$	1,208	$	723	$	1,931
Year Ended December 31, 2025	4,834		3,811		8,645
Year Ended December 31, 2026	4,834		2,106		6,940
Year Ended December 31, 2027	3,223		2,112		5,335
Year Ended December 31, 2028	-		2,087		2,087
Thereafter	-		3,427		3,427
Total lease payments	14,099		14,266		28,365
Less present value discount	(2,085)		(3,124)		(5,209)
Total	$	12,014	$	11,142	$	23,156

FAIR VALUE MEASUREMENTS - Additional Information (Details) - Level 3		9 Months Ended	12 Months Ended
	Jul. 01, 2022	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Percentage of discount rate utilized		5.36%	6.11%
Luminant Power Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative term of contract	5 years	2 years 9 months 18 days

INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

In September 2024, as part of the acquisition of the Barber Lake Facility, the Company obtained certain regulatory approvals related to the site. As a result, the Company added $17.0 million of Strategic contracts related to the transaction.

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


	September 30, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Strategic contracts	$	24,045	$	(292)	$	23,753
Capitalized software	2,289		(300)		1,989
Total	$	26,334	$	(592)	$	25,742


	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 $0.5 million in the three and nine months ended September 30, 2024, respectively, and nil in both the three and nine months ended September 30, 2023. The Company expects to record amortization expense as follows over the next five subsequent years:


(in thousands)
Remainder of 2024	$	542
Year Ended December 31, 2025	658
Year Ended December 31, 2026	658
Year Ended December 31, 2027	658
Year Ended December 31, 2028	566

WARRANTS	9 Months Ended
WARRANTS	Sep. 30, 2024
Other Liabilities Disclosure [Abstract]
WARRANTS	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 September 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.

SECURITY DEPOSITS - Schedule of Security Deposits (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Deposits Assets [Line Items]
Security deposits	$ 15,301	$ 23,855
Luminant Power Purchase Agreement collateral
Deposits Assets [Line Items]
Security deposits	0	12,554
Vistra Purchase and Sale Agreement collateral
Deposits Assets [Line Items]
Security deposits	0	3,063
Oncor Facility Extension security deposit related to Black Pearl Facility
Deposits Assets [Line Items]
Security deposits	6,269	6,269
Oncor Facility Extension security deposit related to Barber Lake Facility
Deposits Assets [Line Items]
Security deposits	8,297	0
Other deposits
Deposits Assets [Line Items]
Security deposits	$ 735	$ 1,969

WARRANTS (Details) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Subsidiary Sale Of Stock [Line Items]
Number of common stock entitled to purchase	1
Exercise price of warrants (in dollars per share)	$ 11.50
Private Placement Warrants
Subsidiary Sale Of Stock [Line Items]
Warrant outstanding (in shares)	0	114,000
Public warrants
Subsidiary Sale Of Stock [Line Items]
Warrant outstanding (in shares)	8,613,980	8,499,980

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net loss	$ (62,145)	$ (36,372)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	65,661	42,284
Amortization of intangible assets	470	0
Amortization of operating right-of-use asset	888	688
Share-based compensation	31,865	28,687
Equity in (income) losses of equity investees	(1,008)	4,179
Non-cash lease expense	429	1,477
Other	(1,235)	0
Deferred income taxes	1,358	(555)
Bitcoin received as payment for services	(109,443)	(83,161)
Change in fair value of derivative asset	19,181	(13,294)
Change in fair value of warrant liability	(250)	49
Gains on fair value of bitcoin	(22,336)	(3,276)
Changes in assets and liabilities:
Accounts receivable	396	(262)
Receivables, related party	186	(958)
Prepaid expenses and other current assets	182	3,238
Security deposits	16,851	144
Other non-current assets	(210)	0
Accounts payable	565	2,366
Accounts payable, related party	0	(1,529)
Accrued expenses and other current liabilities	62	10,732
Lease liabilities	0	(762)
Net cash used in operating activities	(58,533)	(46,325)
Cash flows from investing activities
Proceeds from sale of bitcoin	79,786	78,729
Deposits on equipment	(135,263)	(4,533)
Purchases of property and equipment	(92,373)	(32,980)
Purchases and development of software	(1,059)	0
Purchase of strategic contracts	(17,044)	0
Capital distributions from equity investees	0	3,807
Investment in equity investees	(29,194)	(3,545)
Prepayments on financing lease	0	(3,676)
Net cash (used in) provided by investing activities	(195,147)	37,802
Cash flows from financing activities
Proceeds from the issuance of common stock	225,181	11,644
Offering costs paid for the issuance of common stock	(3,487)	(298)
Repurchase of common shares to pay employee withholding taxes	(10,760)	(3,224)
Principal payments on financing lease	(3,625)	(8,184)
Net cash provided by (used in) financing activities	207,309	(62)
Net decrease in cash, cash equivalents, and restricted cash	(46,371)	(8,585)
Cash, cash equivalents, and restricted cash, beginning of the period	86,105	11,927
Cash and cash equivalents, and restricted cash, end of the period	39,734	3,342
Supplemental disclosure of noncash investing and financing activities
Reclassification of deposits on equipment to property and equipment	21,502	74,186
Property and equipment purchases in accounts payable and accrued expenses	17,422	0
Bitcoin received from equity investees	10,487	317
Settlement of related party payable related to master services and supply agreement	1,554	0
Right-of-use asset obtained in exchange for finance lease liability	4,375	14,212
Sales tax accrual on machine purchases	1,388	1,837
Equity method investment acquired for non-cash consideration	0	1,926
Finance lease cost in accrued expenses	$ 0	$ 2,060

PROPERTY AND EQUIPMENT - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 01, 2024	May 31, 2024	Dec. 31, 2023
Property Plant And Equipment [Line Items]
Depreciation	$ 28,500	$ 16,200	$ 65,661	$ 42,284
Accretion expense	500	400	1,400	1,300
Estimated useful lives for property and equipment					3 years	5 years
Depreciation and amortization	28,636	16,217	66,131	42,284
Operating loss	91,394	19,106	60,779	35,316
Net loss	$ 86,754	$ 18,621	$ 62,145	$ 36,372
Net income (loss) (in dollars per share)	$ (0.26)	$ (0.07)	$ (0.20)	$ (0.15)
Property and equipment	$ 433,937		$ 433,937				$ 302,895
Electrical Infrastructure
Property Plant And Equipment [Line Items]
Estimated useful lives for property and equipment	20 years		20 years
Property and equipment	$ 26,000		$ 26,000
Land
Property Plant And Equipment [Line Items]
Property and equipment	25,000		25,000				$ 0
Revision of Prior Period, Adjustment
Property Plant And Equipment [Line Items]
Depreciation and amortization	9,400		12,200
Operating loss	9,400		12,200
Net loss	$ 9,400		$ 12,200
Net income (loss) (in dollars per share)	$ 0.03		$ (0.04)
Black Pearl Facility
Property Plant And Equipment [Line Items]
Construction-in-progress placed into service	$ 55,600		$ 55,600

Label	Element	Value
At The Market Offering Agreement, Authorized Within Registration Statement [Member]
Sale Of Stock, Potential Consideration On Transaction	cifr_SaleOfStockPotentialConsiderationOnTransaction	$ 125,700,000
At The Market Offering Agreement, Authorized Within Shelf Registration Statement [Member]
Sale Of Stock, Potential Consideration On Transaction	cifr_SaleOfStockPotentialConsiderationOnTransaction	$ 600,000,000

SECURITY DEPOSITS - Additional Information (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Deposit Assets [Line Items]
Security deposits	$ 15,301	$ 23,855
Luminant Power Purchase Agreement collateral
Deposit Assets [Line Items]
Security deposits	0	12,554
Vistra Purchase and Sale Agreement collateral
Deposit Assets [Line Items]
Security deposits	0	3,063
Oncor Facility Extension security deposit related to Barber Lake Facility
Deposit Assets [Line Items]
Security deposits	$ 8,297	$ 0

BITCOIN - Schedule of Bitcoin (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Crypto Asset [Roll Forward]
Opening balance	$ 32,978	$ 6,283
Bitcoin received from equity investees	10,487	317
Bitcoin received from mining activities	109,443	83,162
Proceeds from sale of bitcoin	(79,785)	(78,729)
Realized gains on sale of bitcoin	25,114	1,739
Unrealized gains (losses) on sale of bitcoin	(2,778)	1,538
Ending balance	95,459	14,519
Accounting Standards Update 2023-08
Crypto Asset [Roll Forward]
Cumulative effect upon adoption of ASU 2023-08	$ 0	$ 209

SECURITY DEPOSITS (Tables)

9 Months Ended

Sep. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Security Deposits Consisted

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


	September 30, 2024		December 31, 2023
Luminant Power Purchase Agreement collateral	$	—	$	12,554
Vistra Purchase and Sale Agreement collateral	—		3,063

Oncor Facility Extension security deposit related to Black Pearl Facility	6,269		6,269
Oncor Facility Extension security deposit related to Barber Lake Facility	8,297		—
Other deposits	735		1,969
Total security deposits	$	15,301	$	23,855

PROPERTY AND EQUIPMENT (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

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


	September 30, 2024		December 31, 2023
Miners and mining equipment	$	182,768	$	163,523
Leasehold improvements	137,582		138,883
Land	25,000		—
Infrastructure	32,567		—
Office and computer equipment	272		279
Autos	73		73
Furniture and fixtures	88		88
Construction-in-progress	55,587		49
Total cost of property and equipment	433,937		302,895
Less: accumulated depreciation	(123,238)		(59,080)
Property and equipment, net	$	310,699	$	243,815

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 25,342	$ 86,105
Prepaid expenses and other current assets	3,488	3,670
Bitcoin	95,459	32,978
Derivative asset	27,185	31,878
Total current assets	151,759	155,498
Restricted cash	14,392	0
Property and equipment, net	310,699	243,815
Deposits on equipment	144,573	30,812
Intangible assets, net	25,742	8,109
Investment in equity investees	54,973	35,258
Derivative asset	47,225	61,713
Operating lease right-of-use asset	10,564	7,077
Security deposits	15,301	23,855
Other noncurrent assets	210	0
Total assets	775,438	566,137
Current liabilities
Accrued expenses and other current liabilities	40,764	22,439
Finance lease liability, current portion	3,695	3,404
Operating lease liability, current portion	1,479	1,166
Warrant liability	0	250
Total current liabilities	59,092	33,793
Asset retirement obligation	19,810	18,394
Finance lease liability	8,319	11,128
Operating lease liability	9,662	6,280
Deferred tax liability	6,564	5,206
Total liabilities	103,447	74,801
Commitments and contingencies (Note 13)
Stockholders’ equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of September 30, 2024, and December 31, 2023	0	0
Common stock, $0.001 par value, 500,000,000 shares authorized, 355,771,238 and 296,276,536 shares issued as of September 30, 2024 and December 31, 2023, respectively, and 347,800,186 and 290,957,862 shares outstanding as of September 30, 2024, and December 31, 2023, respectively	356	296
Additional paid-in capital	870,565	627,822
Accumulated deficit	(198,922)	(136,777)
Treasury stock, at par, 7,971,052 and 5,318,674 shares at September 30, 2024 and December 31, 2023, respectively	(8)	(5)
Total stockholders’ equity	671,991	491,336
Total liabilities and stockholders’ equity	775,438	566,137
Nonrelated Party
Current assets
Accounts receivable	226	622
Current liabilities
Accounts payable	13,154	4,980
Related Party
Current assets
Accounts receivable	59	245
Current liabilities
Accounts payable	$ 0	$ 1,554

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Reconciliation of Numerator and Denominator of the Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Basic and diluted loss per share:
Net loss	$ (86,754)	$ (18,621)	$ (62,145)	$ (36,372)
Weighted average shares outstanding - basic (in shares)	332,680,037	251,789,350	314,820,110	249,858,033
RSUs (in shares)	0	0	0	0
Weighted average shares outstanding - diluted (in shares)	332,680,037	251,789,350	314,820,110	249,858,033
Net loss per share - basic (in dollars per share)	$ (0.26)	$ (0.07)	$ (0.20)	$ (0.15)
Net loss per share - diluted (in dollars per share)	$ (0.26)	$ (0.07)	$ (0.20)	$ (0.15)

- 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

LEASES (Tables)

9 Months Ended

Sep. 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 September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Finance leases:
Amortization of ROU assets (1)	$	761	$	1,481	$	2,283	$	3,297
Interest on lease liability	346		600		1,108		1,478
Total finance lease expense	1,107		2,081		3,391		4,775
Operating leases:
Operating lease expense	542		470		1,528		1,391

Total operating lease expense	542		470		1,528		1,391
Total lease expense	$	1,649	$	2,551	$	4,919	$	6,166

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

Schedule of Other Information Related to Leases

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


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Operating cash flows - operating lease	$	480	$	396	$	1,320	$	1,187

Right-of-use assets obtained in exchange for operating lease liabilities	$	961	$	—	$	4,375	$	—


	September 30, 2024			December 31, 2023
Weighted-average remaining lease term – finance lease (in years)	2.9			3.7
Weighted-average remaining lease term – operating lease (in years)	8.5			5.8
Weighted-average discount rate – finance lease	11.0		%	11.0		%
Weighted-average discount rate – operating lease	7.9		%	10.0		%
Finance lease ROU assets(1)	$	8,878		$	11,160

Schedule of Finance Leases Maturity

As of September 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	$	1,208	$	723	$	1,931
Year Ended December 31, 2025	4,834		3,811		8,645
Year Ended December 31, 2026	4,834		2,106		6,940
Year Ended December 31, 2027	3,223		2,112		5,335
Year Ended December 31, 2028	-		2,087		2,087
Thereafter	-		3,427		3,427
Total lease payments	14,099		14,266		28,365
Less present value discount	(2,085)		(3,124)		(5,209)
Total	$	12,014	$	11,142	$	23,156

Schedule of Operating Lease Maturity

As of September 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	$	1,208	$	723	$	1,931
Year Ended December 31, 2025	4,834		3,811		8,645
Year Ended December 31, 2026	4,834		2,106		6,940
Year Ended December 31, 2027	3,223		2,112		5,335
Year Ended December 31, 2028	-		2,087		2,087
Thereafter	-		3,427		3,427
Total lease payments	14,099		14,266		28,365
Less present value discount	(2,085)		(3,124)		(5,209)
Total	$	12,014	$	11,142	$	23,156

SHARE-BASED COMPENSATION - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions			9 Months Ended
	Jan. 01, 2024	Dec. 31, 2021	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Service-based RSUs
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Unrecognized compensation expense			$ 29.7
Unrecognized compensation expense, weighted-average vesting period			1 year 1 month 6 days
Share-based compensation award vest upon achievement of maximum market capitalization			$ 10,000.0
Number of unvested shares			21,479,801	17,047,242
Weighed average grant date fair value (in dollars per share)			$ 3.12	$ 3.23
Performance-based RSUs
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Unrecognized compensation expense			$ 0.5
Unrecognized compensation expense, weighted-average vesting period			1 month 6 days
Number of unvested shares			4,257,710		4,257,710
Weighed average grant date fair value (in dollars per share)			$ 7.76		$ 7.76
Minimum \| Service-based RSUs
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Vesting period			3 years
Maximum \| Service-based RSUs
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Vesting period			4 years
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 \| Maximum \| Common Stock
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 \| 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
Vesting percentage			33.00%
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
Vesting percentage			33.00%
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
Vesting percentage			33.00%
Award lookback period			30 days
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			6,072,603
Number of additional shares authorized	8,728,736

BITCOIN - Additional Information (Details) $ in Millions	9 Months Ended	12 Months Ended
BITCOIN - Additional Information (Details) $ in Millions	Sep. 30, 2024 USD ($) bitcoin	Dec. 31, 2023 USD ($) bitcoin
Crypto Asset [Abstract]
Number of bitcoin held \| bitcoin	1,508	780
Fair value of bitcoin	$ 95.5	$ 33.0
Cost basis of bitcoin	$ 96.2	$ 30.9
Number of bitcoin pledged \| bitcoin	30	10
Fair value of bitcoin pledged as collateral	$ 1.9	$ 0.4

PROPERTY AND EQUIPMENT

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

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


	September 30, 2024		December 31, 2023
Miners and mining equipment	$	182,768	$	163,523
Leasehold improvements	137,582		138,883
Land	25,000		—
Infrastructure	32,567		—
Office and computer equipment	272		279
Autos	73		73
Furniture and fixtures	88		88
Construction-in-progress	55,587		49
Total cost of property and equipment	433,937		302,895
Less: accumulated depreciation	(123,238)		(59,080)
Property and equipment, net	$	310,699	$	243,815

As of September 30, 2024, the Company has added approximately $55.6 million of construction-in-progress related to the build-out of the Black Pearl Facility. Depreciation expense was approximately $28.5 million and $16.2 million, respectively, for the three months ended September 30, 2024, and 2023, including approximately $0.5 million and $0.4 million, respectively, of accretion expense related to the Company’s asset retirement obligation. Depreciation expense was approximately $65.7 million and $42.3 million, respectively, for the nine months ended September 30, 2024 and 2023, respectively, and included approximately $1.4 million and $1.3 million for the nine months ended September 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. 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 $9.4 million and $12.2 million increase in Depreciation and amortization expense, and respective reduction of Operating (loss) income, and Net (loss) income for the three and nine months ended September 30, 2024, respectively, and a $0.03 and a $0.04 increase in Net loss per share for the three and nine months ended September 30, 2024.

As part of this transaction, the Company acquired Property and equipment of related to electrical infrastructure of $26.0 million with an estimated useful life of 20 years, and land $25.0 million, deemed to have an indefinite life.

INVESTMENT IN EQUITY INVESTEES - Schedule of Activity in Investment in Equity Investee (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Equity Method Investments [Roll Forward]
Beginning balance	$ 35,258	$ 37,478
Cost of contributed mining equipment and other capital contributions	29,194	4,435
Accretion of basis differences related to miner contributions	4,442	5,012
Capital distributions	0	(3,807)
Bitcoin received from equity investees	(10,487)	(317)
Equity in net losses of equity investees	(3,434)	(9,192)
Ending balance	$ 54,973	$ 33,609

- 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

SUPPLEMENTAL FINANCIAL INFORMATION - Additional Information (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses and other current assets	$ 3,488	$ 3,670

INCOME TAXES	9 Months Ended
INCOME TAXES	Sep. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	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 benefit of approximately 4.2% and 5.6% of loss before taxes for the three months ended September 30, 2024, and 2023 respectively. The Company recorded an income tax expense of approximately 3.8% of income before taxes for the nine months ended September 30, 2024 and an income tax benefit of approximately 1.1% of loss before taxes for the nine months ended September 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
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

SHARE-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Share-based Compensation and Benefits


	Three Months Ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Service-based RSUs	$	9,308	$	7,038	$	25,665	$	17,865
Performance-based RSUs	903		3,416		4,674		10,136
Common stock, fully-vested	—		245		1,526		686
Total share-based compensation expense	$	10,211	$	10,699	$	31,865	$	28,687

Summary of Unvested RSU Activity

A summary of the Company's unvested Service-Based RSU activity for the nine months ended September 30, 2024 is shown below:


	Number of Shares	Weighted Average Grant Date Fair Value
December 31, 2023	17,047,242	$	3.23
Granted	10,746,682	$	3.20
Forfeited	(40,757)	$	2.71
Vested	(6,273,366)	$	3.57
Unvested at September 30, 2024	21,479,801	$	3.12

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 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 September 30, 2024
	Level 1		Level 2		Level 3		Total
Assets included in:
Cash and cash equivalents
Money market securities	$	24,900	$	-	$	-	$	24,900
Restricted cash
Money market securities	14,392		$	-	$	-	14,392
Bitcoin	95,459		$	-	$	-	95,459
Accounts receivable	226		-		-		226
Derivative asset	-		-		74,410		74,410
	$	134,977	$	-	$	74,410	$	209,387


	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 nine months ended September 30, 2024 and 2023 (amounts in thousands):


	Nine months ended September 30,
	2024		2023
Opening balance	$	93,591	$	66,702
Change in fair value	(19,181)		13,348
Ending balance	$	74,410	$	80,050

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 (amounts in thousands):


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

Balance as of December 31, 2022	$	7
Change in fair value	49
Balance as of September 30, 2023	$	56

- 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

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Statement of Cash Flows [Abstract]
Cash and cash equivalents	$ 25,342	$ 3,342
Restricted cash	14,392	0
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$ 39,734	$ 3,342

FAIR VALUE MEASUREMENTS - Summary of Changes in Estimated Fair Value of Derivative Asset (Details) - Level 3 - Derivative asset - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	$ 93,591	$ 66,702
Change in fair value	(19,181)	13,348
Balance, end of period	$ 74,410	$ 80,050
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change in Fair Value of Derivative Asset	Change in Fair Value of Derivative Asset

LEASES - Schedule of Components of Lease Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Finance leases:
Amortization of ROU assets	$ 761	$ 1,481	$ 2,283	$ 3,297
Interest on lease liability	346	600	1,108	1,478
Total finance lease expense	1,107	2,081	3,391	4,775
Operating leases:
Operating lease expense	542	470	1,528	1,391
Total lease expense	$ 1,649	$ 2,551	$ 4,919	$ 6,166

INCOME TAXES (Details)	3 Months Ended		9 Months Ended
INCOME TAXES (Details)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	(4.20%)	(5.60%)	3.80%	(1.10%)

SHARE-BASED COMPENSATION - Summary of Unvested RSU Activity (Details) - Service-based RSUs	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Number of Shares
Unvested, beginning balance (in shares) \| shares	17,047,242
Granted (in shares) \| shares	10,746,682
Forfeited (in shares) \| shares	(40,757)
Vested (in shares) \| shares	(6,273,366)
Unvested, ending balance (in shares) \| shares	21,479,801
Weighted Average Grant Date Fair Value
Unvested, beginning balance (in dollars per share) \| $ / shares	$ 3.23
Granted (in dollars per share) \| $ / shares	3.20
Forfeited (in dollars per share) \| $ / shares	2.71
Vested (in dollars per share) \| $ / shares	3.57
Unvested, ending balance (in dollars per share) \| $ / shares	$ 3.12

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

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 September 30, 2024
	Level 1		Level 2		Level 3		Total
Assets included in:
Cash and cash equivalents
Money market securities	$	24,900	$	-	$	-	$	24,900
Restricted cash
Money market securities	14,392		$	-	$	-	14,392
Bitcoin	95,459		$	-	$	-	95,459
Accounts receivable	226		-		-		226
Derivative asset	-		-		74,410		74,410
	$	134,977	$	-	$	74,410	$	209,387


	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 nine months ended September 30, 2024 or the year ended December 31, 2023.

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, the initial term of which is five years, and a remaining term of approximately 2.8 years. The valuations performed by the third-party valuation firm engaged by the Company utilized pre-tax discount rates of 5.36% and 6.11% as of September 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 amendments to the Luminant Power Agreement,

changes to the quoted forward electricity rates, as well as unobservable inputs (e.g., changes in estimated usage rates and discount rate assumptions).


	Nine months ended September 30,
	2024		2023
Opening balance	$	93,591	$	66,702
Change in fair value	(19,181)		13,348
Ending balance	$	74,410	$	80,050

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 September 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 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 (amounts in thousands):


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

Balance as of December 31, 2022	$	7
Change in fair value	49
Balance as of September 30, 2023	$	56

- 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.

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+ Details

FAIR VALUE MEASUREMENTS - Summary of Assumptions Utilized in Valuations of Private Placement Warrants (Details)	Dec. 31, 2023 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contractual term (in years)	2 years 8 months 12 days
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant, measurement input	0.0400
Dividend yield rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant, measurement input	0.0000
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant, measurement input	1.240
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant, measurement input	11.50

RELATED PARTY TRANSACTIONS	9 Months Ended
RELATED PARTY TRANSACTIONS	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Related party receivables The Company recorded related party receivables of approximately $0.1 million and $0.2 million, as of September 30, 2024 and December 31, 2023, respectively, representing 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 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.

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+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
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

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Treasury Stock
Beginning balance (in shares) at Dec. 31, 2022			251,095,305
Beginning balance (in shares) at Dec. 31, 2022							(3,543,347)
Beginning balance at Dec. 31, 2022	$ 342,892	$ 209	$ 251	$ 453,854	$ (111,209)	$ 209	$ (4)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common shares, net of offering costs - At-the-market offering (in shares)			3,809,943
Issuance of common shares, net of offering costs - At-the-market offering	11,345		$ 4	11,341
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement (in shares)			4,457,708				1,581,217
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	(3,224)		$ 4	(3,227)			$ (1)
Share-based compensation (in shares)			319,786
Share-based compensation	28,687			28,687
Net loss	(36,372)				(36,372)
Ending balance (in shares) at Sep. 30, 2023			259,682,742
Ending balance (in shares) at Sep. 30, 2023							(5,124,564)
Ending balance at Sep. 30, 2023	343,537		$ 259	490,655	(147,372)		$ (5)
Beginning balance (in shares) at Jun. 30, 2023			254,795,626
Beginning balance (in shares) at Jun. 30, 2023							(4,381,735)
Beginning balance at Jun. 30, 2023	344,970		$ 254	473,471	(128,751)		$ (4)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common shares, net of offering costs - At-the-market offering (in shares)			2,831,736
Issuance of common shares, net of offering costs - At-the-market offering	8,601		$ 4	8,597
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement (in shares)			1,983,952				742,829
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	(2,112)		$ 1	(2,112)			$ (1)
Share-based compensation (in shares)			71,428
Share-based compensation	10,699			10,699
Net loss	(18,621)				(18,621)
Ending balance (in shares) at Sep. 30, 2023			259,682,742
Ending balance (in shares) at Sep. 30, 2023							(5,124,564)
Ending balance at Sep. 30, 2023	$ 343,537		$ 259	490,655	(147,372)		$ (5)
Beginning balance (in shares) at Dec. 31, 2023	296,276,536		296,276,536
Beginning balance (in shares) at Dec. 31, 2023	(5,318,674)						(5,318,674)
Beginning balance at Dec. 31, 2023	$ 491,336		$ 296	627,822	(136,777)		$ (5)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common shares, net of offering costs - At-the-market offering (in shares)			52,825,758
Issuance of common shares, net of offering costs - At-the-market offering	221,695		$ 53	221,642
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement (in shares)			6,668,944				2,652,378
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	(10,760)		$ 7	(10,764)			$ (3)
Share-based compensation	31,865			31,865
Net loss	$ (62,145)				(62,145)
Ending balance (in shares) at Sep. 30, 2024	355,771,238		355,771,238
Ending balance (in shares) at Sep. 30, 2024	(7,971,052)						(7,971,052)
Ending balance at Sep. 30, 2024	$ 671,991		$ 356	870,565	(198,922)		$ (8)
Beginning balance (in shares) at Jun. 30, 2024			335,557,872
Beginning balance (in shares) at Jun. 30, 2024							(6,941,446)
Beginning balance at Jun. 30, 2024	690,771		$ 336	802,610	(112,168)		$ (7)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common shares, net of offering costs - At-the-market offering (in shares)			17,953,378
Issuance of common shares, net of offering costs - At-the-market offering	61,291		$ 18	61,273
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement (in shares)			2,259,988				1,029,606
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	(3,528)		$ 2	(3,529)			$ (1)
Share-based compensation	10,211			10,211
Net loss	$ (86,754)				(86,754)
Ending balance (in shares) at Sep. 30, 2024	355,771,238		355,771,238
Ending balance (in shares) at Sep. 30, 2024	(7,971,052)						(7,971,052)
Ending balance at Sep. 30, 2024	$ 671,991		$ 356	$ 870,565	$ (198,922)		$ (8)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

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 Cipher Mining Technologies Inc. (“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 $17.1 million, and $41.7 million as Compensation and benefits for the three and nine months ended September 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.

Restricted cash

Restricted cash represents amounts pledged as collateral to Luminant ET Services Company LLC (“Luminant”, and Vistra Operations Company, LLC (“Vistra”), a Luminant affiliate, primarily related to the Luminant Power Agreement (defined below in Note 4, Derivative Asset). Previously these amounts were held by each respective counterparty, and classified in the Company's financials as Security deposits. In September 2024, the Company moved the collateral to a money market account in the Company's name with a bank letter of credit. The collateral restrictions related to the Luminant Power Agreement will lapse upon termination of the agreement.

Asset acquisition

In September 2024, the Company purchased a site to develop another wholly-owned data center in Colorado City, TX (“Barber Lake” or the “Barber Lake Facility”) for up to 300 MW. The Company accounted for the transaction as an asset acquisition in accordance with ASC 805, Business Combinations. Refer to Note 5 Property and equipment, Note 8. Intangible assets, Note 9. Security deposits, and Note 10. Supplementary financial information for details on the Company’s preliminary allocation of the purchase consideration consisting of $68.0 million of cash paid, and an assumed liability of $8.3 million, based on relative fair value to the balances acquired as part of this transaction.

Earnings per share

Basic earnings (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 earnings (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 earnings (loss) per share computations for the periods indicated below:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Basic and diluted loss per share:
Net loss	$	(86,754)	$	(18,621)	$	(62,145)	$	(36,372)

Weighted average shares outstanding - basic	332,680,037		251,789,350		314,820,110		249,858,033
Add:
RSUs	-		-		-		-
Weighted average shares outstanding - diluted	332,680,037		251,789,350		314,820,110		249,858,033

Net loss per share - basic	$	(0.26)	$	(0.07)	$	(0.20)	$	(0.15)
Net loss per share - diluted	$	(0.26)	$	(0.07)	$	(0.20)	$	(0.15)


	September 30,
	2024	2023
Public warrants	8,613,980	8,499,980
Private placement warrants	—	114,000
Unvested RSUs	21,479,801	21,234,610
	30,093,781	29,848,590

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 $0.9 million as reported for the three months ended September 30, 2023, and a reduction of Operating loss, and Net loss of $0.6 million as reported for the nine months ended September 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.

SECURITY DEPOSITS

9 Months Ended

Sep. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

SECURITY DEPOSITS

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


	September 30, 2024		December 31, 2023
Luminant Power Purchase Agreement collateral	$	—	$	12,554
Vistra Purchase and Sale Agreement collateral	—		3,063

Oncor Facility Extension security deposit related to Black Pearl Facility	6,269		6,269
Oncor Facility Extension security deposit related to Barber Lake Facility	8,297		—
Other deposits	735		1,969
Total security deposits	$	15,301	$	23,855

Under the Luminant Power Agreement, the Company was required to provide Luminant with collateral of approximately $12.6 million (the “Independent Collateral Amount”). The Independent Collateral Amount will remain in place throughout the term of the Luminant Power Agreement. Details of the construction of the Interconnection Electrical Facilities, including collateral arrangements that are in addition to the Independent Collateral Amount, are set out in the Purchase and Sale Agreement dated June 28, 2021, with amendment and restatement on July 9, 2021 (as amended and restated, the “Vistra Purchase and Sale Agreement”) with Vistra. Under the Vistra Purchase and Sale Agreement, the Company provided approximately $3.1 million as collateral separate from the Independent Collateral Amount, which is also recorded in security deposits as of December 31, 2023. As of September 30, 2024, this collateral balance was moved to a money market account owned by the Company and is classified as restricted cash.

As part of the transaction to acquire the Barber Lake Facility, the Company acquired a deposit with Oncor Electric Delivery Company LLC (“Oncor”) of $8.3 million which had previously been paid by the seller. As part of the transaction, the Company must remit the deposit to the seller upon receipt. As such the Company has recorded a corresponding liability in Accrued expenses and other liabilities on the condensed consolidated balance sheet as of September 30, 2024.

BITCOIN

9 Months Ended

Sep. 30, 2024

Crypto Asset [Abstract]

BITCOIN

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


	For the Nine Months Ended September 30,
	2024		2023
Opening balance	$	32,978	$	6,283
Cumulative effect upon adoption of ASU 2023-08	-		209
Bitcoin received from equity investees	10,487		317
Bitcoin received from mining activities	109,443		83,162
Proceeds from sale of bitcoin	(79,785)		(78,729)
Realized gains on sale of bitcoin	25,114		1,739
Unrealized gains (losses) on sale of bitcoin	(2,778)		1,538
Ending balance	$	95,459	$	14,519

The Company held approximately 1,508 and 780 bitcoin at September 30, 2024, and December 31, 2023, respectively. The associated fair value and cost basis of bitcoin held was $95.5 million, and $96.2 million, respectively, at September 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, 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 accounts for bitcoin on a first-in-first-out (“FIFO”) basis.

As of September 30, 2024, 30 bitcoin with a fair value of $1.9 million were pledged as collateral related to short-term bitcoin price protection collars. 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 as collateral. Restrictions on that collateral lapsed on January 26, 2024.