8-K

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

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): March 05, 2024

CIPHER MINING INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-39625	85-1614529
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1 Vanderbilt Avenue Floor 54 Suite C
New York, New York		10017
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (332) 262-2300

N/A

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

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

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	CIFR	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share	CIFRW	The Nasdaq Stock Market LLC

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

Emerging growth company ☒

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

Item 2.02 Results of Operations and Financial Condition.

On March 5, 2024, Cipher Mining Inc. (the “Company”) announced its results for the fourth quarter and year ended December 31, 2023. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”).

Item 7.01 Regulation FD Disclosure.

On March 5, 2024, the Company posted a presentation to its website at https://investors.ciphermining.com (the “Presentation”). A copy of the Presentation is furnished as Exhibit 99.2 to this Report. The Company expects to use the Presentation, in whole or in part, and possibly with modifications, in connection with the earnings call with investors, analysts and others.

The information contained in the Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Presentation speaks only as of the date of this Report. The Company undertakes no duty or obligation to publicly update or revise the information contained in the Presentation, although it may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. In addition, the exhibit furnished herewith contains statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibit. By furnishing the information contained in the Presentation, the Company makes no admission as to the materiality of any information in the Presentation that is required to be disclosed solely by reason of Regulation FD.

The information in Items 2.02 and 7.01 of this Report (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits related to Item 2.02 and Item 7.01 shall be deemed to be furnished, and not filed:

Exhibit Number	Description
99.1	Press Release of the Company, dated March 5, 2024
99.2	Presentation of the Company, dated March 5, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

			Cipher Mining Inc.
Date:	March 5, 2024	By:	/s/ Tyler Page
			Tyler Page Chief Executive Officer

EX-99.1

Exhibit 99.1

Cipher Mining Provides Fourth Quarter and Full Year 2023 Business Update

Fourth Quarter GAAP Earnings of $10.6m and Non-GAAP Earnings of $27.8m

Full Year 2023 Revenues of $126.8m

Increased Hash Rate to 7.4 EH/s in First Quarter 2024 and on track to reach 9.3 EH/s by end of Third Quarter 2024, with potential to grow to 25 EH/s by the end of 2025

NEW YORK—March 5, 2024—Cipher Mining Inc.(NASDAQ: CIFR) ("Cipher" or the "Company") today announced results for its fourth quarter and full year ended December 31, 2023, with an update on its operations and deployment strategy.

"We are delighted to announce our fourth quarter 2023 results, which reflect our first full quarter in which all four of our data centers were operating at full capacity. We delivered a quarter with strong positive net income on both a GAAP and Non-GAAP basis. And while recent FASB accounting changes have been a tailwind for all the miners’ earnings, Cipher was net positive for the quarter even without those accounting changes,” said Tyler Page, CEO of Cipher. “These record results are driven by our best-in-class unit economics.”

“We are particularly excited about our expansion plans for 2024 and 2025. We expect to be at 9.3 EH/s by the end of Q3 2024 via the fully funded expansions at our Bear and Chief data centers and over 16 EH/s in the first half of 2025 via the fully funded phase one build of our Black Pearl data center. We have the potential to grow to 25 EH/s by the end of 2025 with the eventual completion of Black Pearl. We have already seen the results we can achieve with our operational leverage. With the strength of our balance sheet, our expansion plans and proven track record on execution, we expect to be a clear winner through the halving and into the next cycle.”

Finance and Operations Highlights

•Achieved record revenues and net profits on both a GAAP and Non-GAAP basis in the first quarter of operations since inception with fully deployed data centers

•30 MW expansion at each of Bear and Chief JV data centers, delivering 1.25 EH/s of self-mining capacity, on track for Q2 2024 deployment

•Closed the acquisition of the 300 MW Black Pearl facility and commenced construction work at the site for expected partial energization in Q2 2025

Business Update Call and Webcast

Cipher will host a conference call and webcast today at 8:00 a.m. Eastern Time to discuss the fourth quarter and full year results for 2023 and management’s outlook for operations and growth plans. The live webcast and a webcast replay of the conference call can be accessed from the investor relations section of Cipher’s

website at https://investors.ciphermining.com. To access this conference call by telephone, register here to receive dial-in numbers and a unique PIN to join the call.

About Cipher

Cipher is an emerging technology company focused on the development and operation of bitcoin mining data centers. Cipher is dedicated to expanding and strengthening the Bitcoin network's critical infrastructure. Together with its diversely talented team and strategic partnerships, Cipher aims to be a market leader in bitcoin mining growth and innovation. To learn more about Cipher, please visit https://www.ciphermining.com/.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, including statements about our beliefs and expectations regarding our future results of operations and financial position, business strategy, timing and likelihood of success, potential expansion of and additional bitcoin mining data centers, expectations regarding the operations of mining centers, and management plans and objectives, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These forward-looking statements generally are identified by the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “strategy,” “future,” “forecasts,” “opportunity,” “predicts,” “potential,” “would,” “will likely result,” “continue,” and similar expressions (including the negative versions of such words or expressions).

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and our management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: volatility in the price of Cipher's securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, variations in performance across competitors, changes in laws and regulations affecting Cipher's business, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2023, and in Cipher's subsequent filings with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements

speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Contacts:

Investor Contact:

Josh Kane

Head of Investor Relations at Cipher Mining

josh.kane@ciphermining.com

Media Contact:

Ryan Dicovitsky / Kendal Till

Dukas Linden Public Relations

CipherMining@DLPR.com

CIPHER MINING INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except for share and per share amounts)

	December 31, 2023			December 31, 2022
ASSETS
Current assets
Cash and cash equivalents	$	86,105		$	11,927
Accounts receivable		622			98
Receivables, related party		245			1,102
Prepaid expenses and other current assets		3,670			7,254
Bitcoin		32,978			6,283
Derivative asset		31,878			21,071
Total current assets		155,498			47,735
Property and equipment, net		243,815			191,188
Deposits on equipment		30,812			73,018
Intangible assets, net		8,109			596
Investment in equity investees		35,258			37,478
Derivative asset		61,713			45,631
Operating lease right-of-use asset		7,077			5,087
Security deposits		23,855			17,730
Total assets	$	566,137		$	418,463
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	4,980		$	14,286
Accounts payable, related party		1,554			3,083
Accrued expenses and other current liabilities		22,439			19,353
Finance lease liability, current portion		3,404			2,567
Operating lease liability, current portion		1,166			1,030
Warrant liability		250			7
Total current liabilities		33,793			40,326
Asset retirement obligation		18,394			16,682
Finance lease liability		11,128			12,229
Operating lease liability		6,280			4,494
Deferred tax liability		5,206			1,840
Total liabilities		74,801			75,571
Commitments and contingencies (Note 14)
Stockholders’ equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of December 31, 2023 and December 31, 2022		-			-
Common stock, $0.001 par value, 500,000,000 shares authorized, 296,276,536 and 251,095,305 shares issued as of December 31, 2023 and December 31, 2022, respectively, and 290,957,862 and 247,551,958 shares outstanding as of December 31, 2023, and December 31, 2022, respectively		296			251
Additional paid-in capital		627,822			453,854
Accumulated deficit		(136,777	)		(111,209	)
Treasury stock, at par, 5,318,674 and 3,543,347 shares at December 31, 2023 and December 31, 2022, respectively		(5	)		(4	)
Total stockholders’ equity		491,336			342,892
Total liabilities and stockholders’ equity	$	566,137		$	418,463

CIPHER MINING INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for share and per share amounts)

	Years ended December 31,
	2023			2022
Revenue - bitcoin mining	$	126,842		$	3,037
Costs and operating expenses (income)
Cost of revenue		50,309			748
General and administrative		85,195			70,836
Depreciation and amortization		59,093			4,378
Change in fair value of derivative asset		(26,836	)		(73,479	)
Power sales		(9,941	)		(458	)
Equity in losses of equity investees		2,530			36,972
Gains on fair value of bitcoin		(11,038	)		(6	)
Impairment of bitcoin		-			1,467
Other gains		(2,355	)		-
Total costs and operating expenses (income)		146,957			40,458
Operating loss		(20,115	)		(37,421	)
Other income (expense)
Interest income		164			215
Interest expense		(1,999	)		(137	)
Change in fair value of warrant liability		(243	)		130
Other expense		(17	)		-
Total other (expense) income		(2,095	)		208
Loss before taxes		(22,210	)		(37,213	)
Current income tax expense		(201	)		-
Deferred income tax expense		(3,366	)		(1,840	)
Total income tax expense		(3,567	)		(1,840	)
Net loss	$	(25,777	)	$	(39,053	)
Net loss per share - basic and diluted	$	(0.10	)	$	(0.16	)
Weighted average shares outstanding - basic and diluted		252,439,461			248,227,458

CIPHER MINING INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

	Years ended December 31,
	2023			2022
Cash flows from operating activities
Net loss	$	(25,777	)	$	(39,053	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		58,972			4,378
Amortization of intangible assets		121			-
Amortization of operating right-of-use asset		822			772
Share-based compensation		38,470			41,504
Equity in losses of equity investees		2,530			36,972
Impairment of bitcoin		-			1,467
Non-cash lease expense		1,940			137
Deferred income taxes		3,366			1,840
Bitcoin received as payment for services		(126,319	)		(2,939	)
Change in fair value of derivative asset		(26,836	)		(73,479	)
Change in fair value of warrant liability		243			(130	)
Gains on fair value of bitcoin		(11,038	)		(6	)
Changes in assets and liabilities:
Accounts receivable		(524	)		(98	)
Receivables, related party		(1,203	)		(1,102	)
Prepaid expenses and other current assets		3,531			6,433
Security deposits		(6,125	)		(7,378	)
Accounts payable		(9,306	)		892
Accounts payable, related party		(1,529	)		1,530
Accrued expenses and other current liabilities		5,311			748
Lease liabilities		(890	)		(203	)
Proceeds from power sales		-			1,721
Proceeds from reduction of scheduled power		-			5,056
Proceeds from sale of Bitcoin		-			23
Net cash used in operating activities		(94,241	)		(20,915	)
Cash flows from investing activities
Proceeds from sale of bitcoin		111,188			-
Deposits on equipment		(33,906	)		(188,103	)
Purchases of property and equipment		(20,480	)		(39,219	)
Purchases and development of software		(634	)		(596	)
Capital distributions from equity investees		3,808			54,009
Investment in equity investees		(3,545	)		-
Prepayments on financing lease		(3,676	)		-
Net cash provided by (used in) investing activities		52,755			(173,909	)
Cash flows from financing activities
Proceeds from the issuance of common stock		135,848			-
Offering costs paid for the issuance of common stock		(3,404	)		-
Repurchase of common shares to pay employee withholding taxes		(3,902	)		(3,090	)
Principal payments on financing lease		(12,878	)		-
Net cash provided by (used in) financing activities		115,664			(3,090	)
Net increase (decrease) in cash and cash equivalents		74,178			(197,914	)
Cash and cash equivalents, beginning of the period		11,927			209,841
Cash and cash equivalents, end of the period	$	86,105		$	11,927

CIPHER MINING INC.

CONSOLIDATED STATEMENT OF CASH FLOWS - CONTINUED

(in thousands)

	Years ended December 31,
	2023		2022
Supplemental disclosure of noncash investing and financing activities
Reclassification of deposits on equipment to property and equipment	$	74,186	$	105,904
Right-of-use asset obtained in exchange for finance lease liability	$	14,212	$	14,998
Issuance of common stock in exchange for intangible assets	$	7,000	$	-
Right-of-use asset obtained in exchange for operating lease liability	$	2,812	$	-
Reclassification of receivables, related party to investment in equity investees	$	2,060	$	-
Equity method investment acquired for non-cash consideration	$	1,926	$	127,796
Sales tax accrual on machine purchases	$	1,209	$	-
Bitcoin received from equity investees	$	317	$	4,828
Common stock cancelled	$	-	$	10,000
Property and equipment purchases in accounts payable, accounts payable, related party and accrued expenses	$	-	$	13,994
Right-of-use asset obtained in exchange for operating lease liability	$	-	$	5,859
Investment in equity investees in accrued expenses	$	-	$	5,316
Deposits on equipment in accounts payable, accounts payable, related party and accrued expenses	$	-	$	13,403
Initial estimate of asset retirement obligation and related capitalized costs	$	-	$	16,509
Reclassification of deferred investment costs to investment in equity investees	$	-	$	174
Finance lease cost in accrued expenses	$	-	$	339
Prepaid rent reclassified to operating lease liability	$	-	$	132

Non-GAAP Financial Measures

The following are reconciliations of our Adjusted Earnings, in each case excluding the impact of (i) the non-cash change in fair value of derivative asset, (ii) share-based compensation expense, (iii) depreciation and amortization, (iv) deferred income tax expense, (v) nonrecurring gains and losses and (vi) the non-cash change in fair value of warrant liability, to the most directly comparable GAAP measures for the periods indicated (in thousands):

	Years ended December 31,
	2023			2022
Reconciliation of Adjusted Earnings:
Net loss	$	(25,777	)	$	(39,053	)
Change in fair value of derivative asset		(26,836	)		(73,479	)
Share-based compensation expense		38,470			41,504
Depreciation and amortization		59,093			4,378
Deferred income tax expense		3,366			1,840
Other gains - nonrecurring		(2,355	)		-
Change in fair value of warrant liability		243			(130	)
Adjusted earnings		46,204			(64,940	)

EX-99.2

Presentation for Business Update March 5, 2024

Forward-Looking Statements This communication contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this communication that are not statements of historical fact, including statements about our beliefs and expectations regarding our future results of operations and financial position, business strategy, timing and likelihood of success, potential expansion of bitcoin mining data centers, and management plans and objectives, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These forward-looking statements generally are identified by the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” and similar expressions (including the negative versions of such words or expressions). These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and our management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: volatility in the price of Cipher's securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, variations in performance across competitors, changes in laws and regulations affecting Cipher's business, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2023, and in Cipher's subsequent filings with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Non-GAAP Financial Measures We use non-GAAP financial measures to assess and analyze our operational results and trends and to make financial and operational decisions. We believe these non-GAAP financial measures are useful to investors because they provide greater transparency regarding our operating performance. The non-GAAP financial measures included in this presentation should not be considered alternatives to measurements required by GAAP, and should not be considered measures of liquidity. These non-GAAP financial measures are unlikely to be comparable with non-GAAP information provided by other companies. Reconciliation of non-GAAP financial measures and GAAP financial measures are included in the tables accompanying this presentation. Reported results are presented in accordance with GAAP, whereas adjusted results are GAAP results adjusted to exclude the impact of (i) the non-cash change in fair value of derivative asset, (ii) share-based compensation expense, (iii) depreciation and amortization, (iv) deferred income tax expense, (v) nonrecurring gains and losses and (vi) the non-cash change in fair value of warrant liability. The contents and appearance of this presentation is copyrighted and the trademarks and service marks are owned by Cipher Mining Inc. All rights reserved.

($51.6m) Q4 2022 $10.6m Q4 2023 gaap NET earnings ($22.8m) Q4 2022 $27.8m Q4 2023 Adjusted earnings $3.0m Q4 2022 $43.4m Q4 2023 revenues 377 BTC Q4 2022 1,327 BTC Q4 2023 Btc mined(1) 1,433 BTC As of February 29, 2024 BTC Held $69.4m As of February 29, 2024 cash 7.4 EH/s As of February 29, 2024 Self-mining hashrate Financial Highlights Note: Values represented are approximations Bitcoin mined figure represents bitcoin mined at Odessa as well as the share of bitcoin mined at JV sites

Positioned to Win Through the Halving 30 MW expansion at each of Bear and Chief JV data centers delivering ~1.25 EH/s of self-mining capacity on track for Q2 2024 deployment Hardware and software optimization expected to add an incremental ~0.62 EH/s, expected by Q3 2024 300 MW Black Pearl data center construction commenced with expected energization in Q2 2025 ~2.7cAnticipated Weighted Average Power Price (c/kWh)(1) Represents the expected weighted average power price at Cipher’s current sites Reflects Cipher’s expected fleet efficiency with the current operating fleet, energization of contracted rigs / hardware, implementation of software, and energization of the full Bitmain T21 purchase option GROWTH UPDATES BUILT TO SUCCEED ~96%of Portfolio Energized Through Fixed Price Power ~29.9 J/THCurrent Operating Fleet Efficiency ~22.0 J/TH2025 Expected Fleet Efficiency(2)

Bitcoin Mining Business Model POWER SOURCE MINING EQUIPMENT BITCOIN NETWORK Data center revenue includes a reward for the block mined, transaction fees, and potential power sales(1) Average block time is 10 minutes Time for Bitcoin system to mine a new block Block reward based on ratio of data center’s computing power to that of entire Bitcoin network Current block reward amounts to 6.25 bitcoins per block(2) Transaction fees are additional bitcoin paid to miners for confirming transactions Bitcoin Mining Dynamics Electricity Electricity Cost Computing Power Transaction Fees Bitcoin Reward Transaction Processing Assignment of Rewards 5 At certain sites, Cipher can opportunistically elect to use power at data center or sell to the market The block reward is cut in half after every 210,000 blocks are mined (~every 4 years); the latest revision was in May 2020

11 Spot Bitcoin ETFs Approved by SEC $46,143 | Jan. 10 All-Time High Hash Rate $44,319 | Feb. 8 Represents average USD market price across major bitcoin exchanges from November 1, 2023, to February 29, 2024, per blockchain.com Reflects Bitcoin network hash rate from November 1, 2023, to February 29, 2024, per blockchain.com BTC Price & Network Hash rate(1,2) Market Update Maturation of the Industry with BTC Spot ETF Approved BTC Halving Approaching Relentless Growth in Hash Rate 1 2 3 Current emphasis Execute Data Center Build-Outs Prudently Manage / Maximize Growth Through Next Cycle Optimize Production Pre-Halving FASB Digital Assets Ruling Live $43,023 | Dec. 15 Bitcoin Transaction Fees Spike (Ordinals) $42,237 | Dec. 17 Bitfury Announces Share Distribution Plan $51,728 | Feb. 26

Data Centers Update ~$8,626 All-in Electricity Cost per BTC in 2023 Odessa ~$8,579 all-in electricity cost per BTC(1) ~88% of 2023 BTC production Alborz ~$7,237 all-in electricity cost per BTC(2) ~7% of 2023 BTC production Bear & Chief ~$11,531 all-in electricity cost per BTC(3) ~5% of 2023 BTC production Steady Scaling KEY UPDATES Reflects electricity cost from 2023, including TDU charges and net of revenue generated from opportunistic power sales Reflects electricity cost from 2023, including taxes, customer charges, and 2021 storm surcharge Reflects combined electricity cost from 2023, including taxes, settlement charges, and TSDP charges Assumes 3Q24E hash rate plus the energization of contracted Bitmain T21 rigs and the full Bitmain T21 purchase option 7 Hash Rate Growth (4)

Operational Highlights Reflects approximate percentage of Cipher’s February 2024 BTC production YTD through February 2024 Reflects electricity cost from 2023, including TDU charges and net of revenue generated from opportunistic power sales Assumes full up-time, February 2024 average network hashrate of 569 EH/s & 951 bitcoins mined per day Odessa ~$8,579 All-in Electricity Cost per BTC(3) ~10.8 Daily BTC Mining Capacity(4) ~6.4 EH/s 207 MW Operating Capacity ~635 BTC Mined YTD(2) Odessa – 89% of BTC Production(1)

Operational Highlights Reflects approximate percentage of Cipher’s February 2024 BTC production Joint venture with WindHQ LLC, of which Cipher owns ~0.64 EH/s YTD through February 2024; joint venture with WindHQ LLC, of which Cipher owns ~43 BTC Reflects electricity cost from 2023, including taxes, customer charges, and 2021 storm surcharge Assumes full up-time, February 2024 average network hashrate of 569 EH/s & 951 bitcoins mined per day Alborz ~$7,237 All-in Electricity Cost per BTC(4) ~2.2 Daily BTC Mining Capacity(5) ~1.3 EH/s 40 MW Operating Capacity(2) ~88 BTC Mined YTD(3) Alborz – 7% of BTC Production(1)

Operational Highlights Bear & Chief Reflects approximate percentage of Cipher’s February 2024 BTC production Joint venture with WindHQ LLC, of which Cipher owns ~0.32 EH/s YTD through February 2024; joint venture with WindHQ LLC, of which Cipher owns ~26 BTC Reflects combined electricity cost from 2023, including taxes, settlement charges, and TSDP charges Assumes full up-time, February 2024 average network hashrate of 569 EH/s & 951 bitcoins mined per day ~$11,531 All-in Electricity Cost per BTC(4) ~1.1 Daily BTC Mining Capacity(5) ~0.7 EH/s 20 MW Operating Capacity(2) ~54 BTC Mined YTD(3) Bear & Chief – 4% of BTC Production(1)

2024 Expansion To add S21 photo

Financial Update

$10.6m Q4 2023 ($25.8m) 2023 gaap NET earnings $0.04 Q4 2023 ($0.10) 2023 Gaap net earnings per share $43.4m Q4 2023 $126.8m 2023 revenues 1,195 BTC Q4 2023 4,334 BTC 2023 Btc mined(1) Fourth Quarter and Full Year 2023 Update Note: Values represented are approximations Bitcoin mined figure represents bitcoin mined at Odessa and excludes the share of bitcoin mined at JV sites $27.8m Q4 2023 $46.2m 2023 Adjusted Earnings $0.11 Q4 2023 $0.18 2023 Adjusted earnings per Share

  December 31, 2023     December 31, 2022   ASSETS           Current assets           Cash and cash equivalents $ 86,105     $ 11,927   Accounts receivable   622       98   Receivables, related party   245       1,102   Prepaid expenses and other current assets   3,670       7,254   Bitcoin   32,978       6,283   Derivative asset   31,878       21,071   Total current assets   155,498       47,735   Property and equipment, net   243,815       191,188   Deposits on equipment   30,812       73,018   Intangible assets, net   8,109       596   Investment in equity investees   35,258       37,478   Derivative asset   61,713       45,631   Operating lease right-of-use asset   7,077       5,087   Security deposits   23,855       17,730   Total assets $ 566,137     $ 418,463   LIABILITIES AND STOCKHOLDERS’ EQUITY           Current liabilities           Accounts payable $ 4,980     $ 14,286   Accounts payable, related party   1,554       3,083   Accrued expenses and other current liabilities   22,439       19,353   Finance lease liability, current portion   3,404       2,567   Operating lease liability, current portion   1,166       1,030   Warrant liability   250       7   Total current liabilities   33,793       40,326   Asset retirement obligation   18,394       16,682   Finance lease liability   11,128       12,229   Operating lease liability   6,280       4,494   Deferred tax liability   5,206       1,840   Total liabilities   74,801       75,571   Commitments and contingencies (Note 14)           Stockholders’ equity           Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of December 31, 2023 and December 31, 2022   -       -   Common stock, $0.001 par value, 500,000,000 shares authorized, 296,276,536 and 251,095,305 shares issued as of December 31, 2023 and December 31, 2022, respectively, and 290,957,862 and 247,551,958 shares outstanding as of December 31, 2023, and December 31, 2022, respectively   296       251   Additional paid-in capital   627,822       453,854   Accumulated deficit   (136,777 )     (111,209 ) Treasury stock, at par, 5,318,674 and 3,543,347 shares at December 31, 2023 and December 31, 2022, respectively   (5 )     (4 ) Total stockholders’ equity   491,336       342,892   Total liabilities and stockholders’ equity $ 566,137     $ 418,463   Consolidated Balance Sheets Note: In thousands, except for share and per share amounts

  Years ended December 31,     2023     2022   Revenue - bitcoin mining $ 126,842     $ 3,037   Costs and operating expenses (income)           Cost of revenue   50,309       748   General and administrative   85,195       70,836   Depreciation and amortization   59,093       4,378   Change in fair value of derivative asset   (26,836 )     (73,479 ) Power sales   (9,941 )     (458 ) Equity in losses of equity investees   2,530       36,972   Gains on fair value of bitcoin   (11,038 )     (6 ) Impairment of bitcoin   -       1,467   Other gains   (2,355 )     -   Total costs and operating expenses (income)   146,957       40,458   Operating loss   (20,115 )     (37,421 ) Other income (expense)           Interest income   164       215   Interest expense   (1,999 )     (137 ) Change in fair value of warrant liability   (243 )     130   Other expense   (17 )     -   Total other (expense) income   (2,095 )     208   Loss before taxes   (22,210 )     (37,213 ) Current income tax expense   (201 )     -   Deferred income tax expense   (3,366 )     (1,840 ) Total income tax expense   (3,567 )     (1,840 ) Net loss $ (25,777 )   $ (39,053 ) Net loss per share - basic and diluted $ (0.10 )   $ (0.16 ) Weighted average shares outstanding - basic and diluted   252,439,461       248,227,458   Consolidated Statement of Operations Note: In thousands, except for share and per share amounts

    Years ended December 31,       2023     2022   Reconciliation of Adjusted Earnings:             Net loss   $ (25,777 )   $ (39,053 ) Change in fair value of derivative asset     (26,836 )     (73,479 ) Share-based compensation expense     38,470       41,504   Depreciation and amortization     59,093       4,378   Deferred income tax expense     3,366       1,840   Other gains - nonrecurring     (2,355 )     -   Change in fair value of warrant liability     243       (130 ) Adjusted earnings     46,204       (64,940 ) Non-GAAP Measures Note: In thousands The following are reconciliations of our Adjusted Earnings, in each case excluding the impact of (i) the non-cash change in fair value of derivative asset, (ii) share-based compensation expense, (iii) depreciation and amortization, (iv) deferred income tax expense, (v) nonrecurring gains and losses and (vi) the non-cash change in fair value of warrant liability, to the most directly comparable GAAP measures for the periods indicated:

Appendix

  Common Stock               Treasury Stock         Shares     Amount     Additional Paid-in Capital     Accumulated Deficit     Shares     Amount     Total Stockholders’ Equity   Balance as of January 1, 2022   252,131,679     $ 252     $ 425,438     $ (72,156 )     (2,852,259 )   $ (3 )   $ 353,531   Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement   1,853,779       2       (3,091 )     -       (691,088 )     (1 )     (3,090 ) Warrants exercised   20       -       -       -       -       -       -   Common stock cancelled   (2,890,173 )     (3 )     (9,997 )     -       -       -       (10,000 ) Share-based compensation   -       -       41,504       -       -       -       41,504   Net loss   -       -       -       (39,053 )     -       -       (39,053 ) Balance as of December 31, 2022   251,095,305     $ 251     $ 453,854     $ (111,209 )     (3,543,347 )   $ (4 )   $ 342,892     Common Stock               Treasury Stock         Shares     Amount     Additional Paid-in Capital     Accumulated Deficit     Shares     Amount     Total Stockholders’ Equity   Balance as of January 1, 2023   251,095,305     $ 251     $ 453,854     $ (111,209 )     (3,543,347 )   $ (4 )   $ 342,892   Cumulative effect upon adoption of ASU 2023-08   -       -       -       209       -       -       209   Issuance of common shares, net of offering costs - At-the-market offering   37,433,923       37       132,406       -       -       -       132,443   Issuance of common shares - Black Pearl asset acquisition   2,397,424       2       6,998       -       -       -       7,000   Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement   4,942,906       5       (3,906 )     -       (1,775,327 )     (1 )     (3,902 ) Share-based compensation   406,978       1       38,470       -       -       -       38,471   Net loss   -       -       -       (25,777 )     -       -       (25,777 ) Balance as of December 31, 2023   296,276,536     $ 296     $ 627,822     $ (136,777 )     (5,318,674 )   $ (5 )   $ 491,336   Statements of Changes in Stockholders’ Equity (Deficit) Note: In thousands, except for share amounts Year Ended December 31, 2023 Year Ended December 31, 2022

Supplemental disclosure of noncash investing and financing activities           Reclassification of deposits on equipment to property and equipment $ 74,186     $ 105,904   Right-of-use asset obtained in exchange for finance lease liability $ 14,212     $ 14,998   Issuance of common stock in exchange for intangible assets $ 7,000     $ -   Right-of-use asset obtained in exchange for operating lease liability $ 2,812     $ -   Reclassification of receivables, related party to investment in equity investees $ 2,060     $ -   Equity method investment acquired for non-cash consideration $ 1,926     $ 127,796   Sales tax accrual on machine purchases $ 1,209     $ -   Bitcoin received from equity investees $ 317     $ 4,828   Common stock cancelled $ -     $ 10,000   Property and equipment purchases in accounts payable, accounts payable, related party and accrued expenses $ -     $ 13,994   Right-of-use asset obtained in exchange for operating lease liability $ -     $ 5,859   Investment in equity investees in accrued expenses $ -     $ 5,316   Deposits on equipment in accounts payable, accounts payable, related party and accrued expenses $ -     $ 13,403   Initial estimate of asset retirement obligation and related capitalized costs $ -     $ 16,509   Reclassification of deferred investment costs to investment in equity investees $ -     $ 174   Finance lease cost in accrued expenses $ -     $ 339   Prepaid rent reclassified to operating lease liability $ -     $ 132     Years ended December 31,     2023     2022   Cash flows from operating activities           Net loss $ (25,777 )   $ (39,053 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities:           Depreciation   58,972       4,378   Amortization of intangible assets   121       -   Amortization of operating right-of-use asset   822       772   Share-based compensation   38,470       41,504   Equity in losses of equity investees   2,530       36,972   Impairment of bitcoin   -       1,467   Non-cash lease expense   1,940       137   Deferred income taxes   3,366       1,840   Bitcoin received as payment for services   (126,319 )     (2,939 ) Change in fair value of derivative asset   (26,836 )     (73,479 ) Change in fair value of warrant liability   243       (130 ) Gains on fair value of bitcoin   (11,038 )     (6 ) Changes in assets and liabilities:           Accounts receivable   (524 )     (98 ) Receivables, related party   (1,203 )     (1,102 ) Prepaid expenses and other current assets   3,531       6,433   Security deposits   (6,125 )     (7,378 ) Accounts payable   (9,306 )     892   Accounts payable, related party   (1,529 )     1,530   Accrued expenses and other current liabilities   5,311       748   Lease liabilities   (890 )     (203 ) Proceeds from power sales   -       1,721   Proceeds from reduction of scheduled power   -       5,056   Proceeds from sale of Bitcoin   -       23   Net cash used in operating activities   (94,241 )     (20,915 ) Cash flows from investing activities           Proceeds from sale of bitcoin   111,188       -   Deposits on equipment   (33,906 )     (188,103 ) Purchases of property and equipment   (20,480 )     (39,219 ) Purchases and development of software   (634 )     (596 ) Capital distributions from equity investees   3,808       54,009   Investment in equity investees   (3,545 )     -   Prepayments on financing lease   (3,676 )     -   Net cash provided by (used in) investing activities   52,755       (173,909 ) Cash flows from financing activities           Proceeds from the issuance of common stock   135,848       -   Offering costs paid for the issuance of common stock   (3,404 )     -   Repurchase of common shares to pay employee withholding taxes   (3,902 )     (3,090 ) Principal payments on financing lease   (12,878 )     -   Net cash provided by (used in) financing activities   115,664       (3,090 ) Net increase (decrease) in cash and cash equivalents   74,178       (197,914 ) Cash and cash equivalents, beginning of the period   11,927       209,841   Cash and cash equivalents, end of the period $ 86,105     $ 11,927   Consolidated Statement of Cash Flows Note: In thousands

XML

Document And Entity Information	Mar. 05, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 05, 2024
Entity Registrant Name	CIPHER MINING INC.
Entity Central Index Key	0001819989
Entity Emerging Growth Company	true
Entity File Number	001-39625
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, Address Line Three	Suite C
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	(332)
Local Phone Number	262-2300
Entity Information, Former Legal or Registered Name	N/A
Written Communications	false
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Trading Symbol	CIFR
Security Exchange Name	NASDAQ
Warrants Each Whole Warrant Exercisable For One Share Of Common Stock At An Exercise Price Of Eleven Point Five Zero Per Whole Share Member
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