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): August 13, 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
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 August 13, 2024, Cipher Mining Inc. (the “Company”) announced its results for the second quarter ended June 30, 2024. 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 August 13, 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 August 13, 2024
99.2	Presentation of the Company, dated August 13, 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:	August 13, 2024	By:	/s/ Tyler Page
			Tyler Page Chief Executive Officer

EX-99.1

Exhibit 99.1

Cipher Mining Provides Second Quarter 2024 Business Update

Current hashrate of ~8.7 EH/s on target for ~13.5 EH/s by end of 2024 and ~35.0 EH/s by end of 2025

Acquiring additional 1.7 GW of power capacity suitable for HPC infrastructure or bitcoin mining

Second Quarter 2024 GAAP Net Loss of $15m, and Non-GAAP Adjusted Loss of $3m

NEW YORK—August 13, 2024—Cipher Mining Inc.(NASDAQ: CIFR) (“Cipher” or the “Company”) today announced results for its second quarter ended June 30, 2024, with an update on its operations and business strategy.

“We currently operate ~8.7 EH/s of self-mining hashrate and are on track to hit ~13.5 EH/s by year-end 2024, and ~35.0 EH/s by year-end 2025,” said Tyler Page, CEO of Cipher.

“In addition to constructing the 300 MW facility at Black Pearl, we are on track to close the acquisition of our new Reveille data center site with up to 200 MW of capacity and are pleased to announce we have executed a term sheet for an option to acquire three new sites with a cumulative power capacity of 1.5 GW. These sites are well-suited for both bitcoin mining and HPC data centers. With our operations and construction teams, which are led by seasoned experts who have built and run HPC data centers for some of the top hyperscalers in the world, we are uniquely positioned to maximize opportunities in both bitcoin mining and HPC infrastructure.”

“We expect developing HPC infrastructure will be complementary to our bitcoin mining business and that we can strike the right balance between the two business lines to drive significant shareholder value for many years,” concluded Mr. Page.

Finance and Operations Highlights

•Upgrade of Odessa site bringing total self-mining hashrate to ~13.5 EH/s on track for Q4 2024

•Construction of 300 MW data center at Black Pearl underway with expected energization in Q2 2025

•Acquisition of Reveille data center site with up to 200 MW of capacity well-suited for HPC data centers expected to close soon

•Executed term sheet for option to acquire 1.5 GW of new sites in North America suitable for both HPC or bitcoin mining data centers

•Q2 2024 GAAP diluted net loss of $0.05 per share, and non-GAAP diluted adjusted loss of $0.01 per share

Business Update Call and Webcast

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 filed with the Securities and Exchange Commission (“SEC”) on March 5, 2024, 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.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

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

CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(unaudited)

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

CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Six months ended June 30,
	2024			2023
Cash flows from operating activities
Net income (loss)	$	24,609		$	(17,751	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		37,192			26,067
Amortization of intangible assets		303			-
Amortization of operating right-of-use asset		565			452
Share-based compensation		21,654			17,988
Equity in (gains) losses of equity investees		(161	)		2,181
Non-cash lease expense		762			878
Other operating activities		(1,839	)		-
Income taxes		5,371			637
Bitcoin received as payment for services		(85,281	)		(52,836	)
Change in fair value of derivative asset		(29,339	)		(8,550	)
Change in fair value of warrant liability		(250	)		59
Gains on fair value of bitcoin		(24,247	)		(5,124	)
Changes in assets and liabilities:
Accounts receivable		336			(282	)
Receivables, related party		69			(512	)
Prepaid expenses and other current assets		71			4,994
Security deposits		1,609			(12	)
Other non-current assets		(203	)		-
Accounts payable		(47	)		(185	)
Accounts payable, related party		-			(1,529	)
Accrued expenses and other current liabilities		(2,745	)		6,323
Lease liabilities		(417	)		(594	)
Net cash used in operating activities		(51,988	)		(27,796	)
Cash flows from investing activities
Proceeds from sale of bitcoin		10,334			52,475
Deposits on equipment		(35,748	)		(2,932	)
Purchases of property and equipment		(15,766	)		(28,541	)
Purchases and development of software		(698	)		-
Prepayments on financing leases		-			(3,676	)
Capital distributions from equity investees		-			3,807
Investment in equity investees		(20,435	)		(3,095	)
Net cash (used in) provided by investing activities		(62,313	)		18,038
Cash flows from financing activities
Proceeds from the issuance of common stock		163,276			2,821
Offering costs paid for the issuance of common stock		(2,868	)		(76	)
Repurchase of common shares to pay employee withholding taxes		(7,237	)		(1,114	)
Principal payments on financing lease		(2,418	)		(2,059	)
Net cash provided by (used in) financing activities		150,753			(428	)
Net increase (decrease) in cash and cash equivalents		36,452			(10,186	)
Cash and cash equivalents, beginning of the period		86,105			11,927
Cash and cash equivalents, end of the period	$	122,557		$	1,741

	Six months ended June 30,
	2024		2023
Supplemental disclosure of noncash investing and financing activities
Reclassification of deposits on equipment to property and equipment	$	13,799	$	72,130
Bitcoin received from equity investees	$	5,907	$	317
Settlement of related party payable related to master services and supply agreement	$	1,554	$	-
Right-of-use asset obtained in exchange for finance lease liability	$	3,414	$	14,212
Equity method investment acquired for non-cash consideration	$	-	$	1,926
Sales tax accrual on machine purchases	$	-	$	1,837
Finance lease cost in accrued expenses	$	-	$	2,034

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):

	Three months ended June 30,						Six months ended June 30,
	2024			2023			2024			2023
Reconciliation of Adjusted Earnings:
Net (loss) income	$	(15,291	)	$	(13,198	)	$	24,609		$	(17,751	)
Change in fair value of derivative asset		(21,980	)		(3,222	)		(29,339	)		(8,550	)
Share-based compensation expense		13,336			9,178			21,654			17,988
Depreciation and amortization		20,251			14,412			37,495			26,067
Deferred income tax expense		193			584			5,371			637
Other gains - nonrecurring		-			-			-			(2,260	)
Change in fair value of warrant liability		-			22			(250	)		59
Adjusted (loss) earnings		(3,491	)		7,776			59,540			16,190

Reconciliation of Adjusted (loss) earnings per share:
Adjusted (loss) earnings	$	(3,491	)	$	7,776	$	59,540	$	16,190
Weighted average shares outstanding - diluted		314,353,742			249,127,664		316,652,300		248,892,181
Adjusted (loss) earnings per share	$	(0.01	)	$	0.03	$	0.19	$	0.07

EX-99.2

Presentation for Business Update August 13, 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.

~2.7c Weighted Average Power Price (c/kwh)3 Key Indicators as of July 31, 2024 ~2,270 BTC BTC Held ~8.7 EH/s Current(1) ~35.0 EH/s 2025(2) Self-Mining Hashrate Note: Values represented are approximations Expected to reach a total of ~9.3 EH/s with a fleet efficiency of ~27.0 J/TH/s by the end of Q3 2024 Reflects Cipher’s expected hashrate and fleet efficiency with the current operating fleet, energization of contracted rigs / hardware, implementation of software, and energization of 300 MW Black Pearl site assuming a PUE of ~1.06 and an efficiency of 13.2 J/TH/s per rig Represents the expected weighted average power price at Cipher’s current sites ~13.5 EH/s YE 2024E ~27.8 J/TH Current(1) ~15.3 J/TH 2025(2) Fleet Efficiency ~18.6 J/TH YE 2024E

Growth: New Sites in Earlier Development Phases Bitcoin Adoption Grid Optimization Growth of AI/HPC Data Centers Securing 4 new North American sites with up to 1.7 GW of capacity at early development stages expected to energize 2027-2028 All sites have adequate access to consistent power, land, and fiber necessary to accommodate HPC All sites in areas with demand response programs enabling power trading optimization strategies Significant initial interest from potential financiers and HPC tenants Upstream movement into earlier phase of site development unlocks significant value – large scale sites at ~$12k/MW to ~$35k/MW New Sites 1.7 GW

Significant early interest from a broad set of potential investors, partners, and financiers Broad menu of options for project finance structures Wall Street management team with extensive capital raising experience at Goldman Sachs, Morgan Stanley, Alliance Bernstein, etc. Experienced industry experts with experience at Google, Vantage, Meta, etc. Best-in-class operations: Cipher’s Odessa data center becomes first BTC mining site to receive certification for Management & Operations from the Uptime Institute Deep bench of hyperscaler approved sub-contractors Growth: Launch of HPC Infrastructure Business Large scale power interconnect (100’s of MWs per site) 100% uptime availability HPC ready Sites Team Capital Cipher Key Advantages CIPHER MINING CAN BECOME A MARKET-LEADING HPC INFRASTRUCTURE PROVIDER New Sites 1.7 GW

Black Pearl Growth: Black Pearl Black pearl ~21.5 EH/s EstimatedHashrate(1) 300 MW Total Power Capacity Energization expected in 2Q 2025 Data center construction underway Steel erection, concrete foundations, and underground electrical progressing on schedule Design envisions 250 MW of air-cooled and 50 MW of liquid-cooled mining operations Assumes a PUE of ~1.06 and an efficiency of ~13.2 J/TH/s per rig for 300 MW build out at Black Pearl site

Growth: Reveille Reveille Reveille 70 MW Initial Approved Power Capacity 200 MW Total Potential Power Capacity On track to close new site in Cotulla, Texas Site features 70 MW available in Q1 2027, with potential to expand the capacity to 200 MW - subject to regulatory approvals Located in LZ_South, which diversifies exposure within ERCOT as other current sites are in LZ_West Planning for powered shell buildout of data center while marketing site to potential HPC tenants Reveille Site Reveille Site Cotulla San Antonio

Current Portfolio

YTD Operations Update ~$15,004 All-in Electricity Cost per BTC YTD 2024(1) Odessa ~$14,876 all-in electricity cost per BTC YTD 2024(2) ~86% of July 2024 BTC production Cipher JV Data Centers Alborz, Bear & Chief ~$16,180 all-in electricity cost per BTC YTD 2024(3) ~14% of July 2024 BTC production Steady Scaling Reflects all-in electricity cost YTD through June 27; reconciled to June 27 to align dates of latest power bills received Reflects reconciled electricity cost YTD through June 27, including TDU charges and net of revenue generated from opportunistic power sales Reflects reconciled combined electricity cost YTD through June 27, including taxes, customer charges, 2021 storm surcharge, settlement charges, and TSDP charges Shaded area includes full capacity at JV sites Reflects Cipher’s expected hashrate with the current operating fleet, energization of contracted rigs / hardware, implementation of software, and energization of 300 MW Black Pearl site assuming a PUE of ~1.06 and an efficiency of ~13.2 J/TH/s per rig 10 Power Capacity(4) Overview Self-Mining Hashrate (5)

Operational Highlights Reflects approximate percentage of Cipher’s July 2024 BTC production Assumes energization of contracted Bitmain S21 Pro and Canaan A1566 rig orders replacing least efficient machines Reflects reconciled electricity cost from April 20, 2024, to June 27, 2024, including TDU charges and net of revenue generated from opportunistic power sales YTD through July 2024 Odessa ~$23,563 All-in Electricity Cost per BTC Post-Halving(3) ~6.9 EH/s Current Operating Hashrate ~11.3 EH/s YE 2024 Operating Hashrate(2) Odessa – 86% of BTC Production(1) BTC Mined YTD(4) ~1,622 BTC Total Power Capacity ~207 MW

Operational Highlights Alborz, Bear & Chief Reflects approximate percentage of Cipher’s July 2024 BTC production Joint venture with WindHQ LLC, of which Cipher owns ~1.8 EH/s Reflects reconciled combined electricity cost from April 20, 2024, to June 27, 2024, including taxes, settlement charges, TSDP charges, customer charges, and 2021 storm surcharge YTD through July 2024; joint venture with WindHQ LLC, of which Cipher owns ~188 BTC Alborz, Bear & Chief – 14% of BTC Production(1) ~$28,784 All-in Electricity Cost per BTC Post-Halving(3) ~3.7 EH/s Operating Hashrate(2) 120 MW Total Power Capacity BTC Mined YTD(4) ~384 BTC

Financial Update

$40m Q1 2024 ($15m) Q2 2024 gaap NET earnings $0.13 Q1 2024 ($0.05) Q2 2024 Gaap net earnings per share $48m Q1 2024 $37m Q2 2024 revenues Q2 2024 Quarter Over Quarter Financial Highlights Note: Values represented are approximations $63m Q1 2024 ($3m) Q2 2024 Adjusted Earnings $0.21 Q1 2024 ($0.01) Q2 2024 Adjusted earnings per Share

($13m) Q2 2023 ($15m) Q2 2024 gaap NET earnings ($0.05) Q2 2023 ($0.05) Q2 2024 Gaap net earnings per share $31m Q2 2023 $37m Q2 2024 revenues Q2 2024 Year Over Year Financial Highlights Note: Values represented are approximations $8m Q2 2023 ($3m) Q2 2024 Adjusted Earnings $0.03 Q2 2023 ($0.01) Q2 2024 Adjusted earnings per Share

  Three Months Ended Three Months Ended   June 30, 2024   March 31, 2024 % Change June 30, 2024 June 30, 2023 % Change Revenue - bitcoin mining $ 36,808   $ 48,137   (24%)   $ 36,808   $ 31,224   18% Costs and operating expenses (income)                       Cost of revenue 14,281   14,820   (4%)   14,281   15,868   (10%) Compensation and benefits 16,285   13,036   25%   16,285   12,668   29% General and administrative 8,365   6,077   38%   8,365   8,667   (3%) Depreciation and amortization 20,251   17,244   17%   20,251   14,412   41% Change in fair value of derivative asset (21,980)   (7,359)   (199%)   (21,980)   (3,222)   (582%) Power sales (1,109)   (1,173)   5%   (1,109)   (5,651)   80% Equity in losses (gains) of equity investees 577   (738)   178%   577   1,431   (60%) Losses (gains) on fair value of bitcoin 16,309   (40,556)   140%   16,309   (860)   1,996% Total costs and operating expenses (income) 52,979   1,351   3,821%   52,979   43,313   22% Operating (loss) income (16,171) 46,786 (135%) (16,171) (12,089) (34%) Other income (expense)                       Interest income 1,053   786   34%   1,053   25   4,112% Interest expense (372)   (400)   7%   (372)   (485)   23% Change in fair value of warrant liability -   250   (100%)   -   (22)   100% Other expense 727   (1,958)   137%   727   (12)   6,158% Total other income (expense) 1,408   (1,322)   207%   1,408   (494) 385% (Loss) income before taxes (14,763)   45,464   (132%)   (14,763)   (12,583) (17%) Current income tax expense (335)   (386)   13%   (335)   (31) (981%) Deferred income tax expense (193)   (5,178)   96%   (193)   (584) 67% Total income tax expense (528)   (5,564)   91%   (528)   (615) 14% Net (loss) income $ (15,291)   $ 39,900   (138%)   $ (15,291)   $ (13,198) (16%) Results of Operations QoQ and YoY Comparison Note: In thousands, except for percentages

  Three Months Ended   Three Months Ended   June 30, 2024   March 31, 2024   % Change June 30, 2024   June 30, 2023 % Change Reconciliation of Adjusted Earnings:                       Net income (loss) $ (15,291)   $ 39,900   (138%)   $ (15,291)   $ (13,198)   16% Change in fair value of derivative asset (21,980)   (7,359)   199%   (21,980)   (3,222)   582% Share-based compensation expense 13,336   8,317   60%   13,336   9,178   45% Depreciation and amortization 20,251   17,244   17%   20,251   14,412   41% Deferred income tax expense 193   5,178   (96%)   193   584   (67%) Change in fair value of warrant liability - (250) (100%) - 22 (100%) Adjusted earnings (3,491)   63,030   (106%)   (3,491)   7,776   (145%) Non-GAAP Adjusted Earnings QoQ and YoY Comparison Three Months Ended   Three Months Ended June 30, 2024   March 31, 2024   % Change June 30, 2024   June 30, 2023 % Change Reconciliation of Adjusted (loss) earnings per share:                       Adjusted earnings $ (3,491) $ 63,030 (106%)   $ (3,491)   $ 7,776   (145%) Weighted average shares outstanding - diluted 314,353,742   304,397,979   N/A   314,353,742   249,127,664   N/A Adjusted (loss) earnings per share $ (0.01) $ 0.21 (105%) $ (0.01) $ 0.03 (136%) Note: In thousands, except for share, per share amounts, and percentages

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

Appendix

  Common Stock     Additional     Accumulated     Treasury Stock     Total     Shares     Amount     Paid-in Capital     Deficit     Shares     Amount     Stockholders’ Equity   Balance as of March 31, 2023   253,050,088     $ 253     $ 462,181     $ (115,553 )     (4,144,081 )   $ (4 )   $ 346,877   Issuance of common shares, net of offering costs - At-the-market offering   978,207       1       2,744                         2,745   Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement   674,817       -       (632 )     -       (237,654 )     -       (632 ) Share-based compensation   92,514       -       9,178       -       -       -       9,178   Net loss   -       -             (13,198 )     -       -       (13,198 ) Balance as of June 30, 2023   254,795,626     $ 254     $ 473,471     $ (128,751 )     (4,381,735 )   $ (4 )   $ 344,970     Common Stock     Additional     Accumulated     Treasury Stock     Total     Shares     Amount     Paid-in Capital     Deficit     Shares     Amount     Stockholders’ Equity   Balance as of March 31, 2024   312,649,102     $ 313     $ 697,494     $ (96,877 )     (6,105,772 )   $ (6 )   $ 600,924   Issuance of common shares, net of offering costs - At-the-market offering   20,626,145       21       95,836       -       -       -       95,857   Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement   2,282,625       3       (4,057 )     -       (835,674 )     (1 )     (4,055 ) Share-based compensation   -       -       13,337       -       -       -       13,337   Net loss   -       -       -       (15,291 )     -       -       (15,291 ) Balance as of June 30, 2024   335,557,872     $ 336     $ 802,610     $ (112,168 )     (6,941,446 )   $ (7 )   $ 690,771   Statements of Changes in Stockholders’ Equity (Deficit) Note: In thousands, except for share amounts Three Months Ended June 30, 2024 Three Months Ended June 30, 2023

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

XML

Document And Entity Information	Aug. 13, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 13, 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, 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
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Common Stock Par Value Point Zero Zero One Per Share Member
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 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