Cipher Mining (CIFR) 10-Q 8 Nov 23 2023 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2023	Nov. 06, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Document Transition Report	false
Entity File Number	001-39625
Entity Registrant Name	CIPHER MINING INC.
Entity Central Index Key	0001819989
Current Fiscal Year End Date	--12-31
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1614529
Entity Address, Address Line One	1 Vanderbilt Avenue, Floor 54
Entity Address, Address Line Two	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
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CIFR
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		254,660,072
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share
Trading Symbol	CIFRW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 3,342	$ 11,927
Prepaid expenses and other current assets	3,962	7,254
Bitcoin	13,667	6,283
Derivative asset	33,087	21,071
Total current assets	54,418	47,735
Property and equipment, net	258,295	191,784
Deposits on equipment	1,220	73,018
Investment in equity investees	33,609	37,478
Derivative asset	46,963	45,631
Operating lease right-of-use asset	4,399	5,087
Security deposits	17,586	17,730
Total assets	416,490	418,463
Current liabilities
Accrued expenses and other current liabilities	24,813	19,353
Finance lease liability, current portion	6,749	2,567
Operating lease liability, current portion	1,117	1,030
Warrant liability	56	7
Total current liabilities	38,893	40,326
Asset retirement obligation	17,966	16,682
Finance lease liability	12,014	12,229
Operating lease liability	3,645	4,494
Deferred tax liability	1,285	1,840
Total liabilities	73,803	75,571
Commitments and contingencies (Note 12)
Stockholders' equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of September 30, 2023 and December 31, 2022
Common stock, $0.001 par value, 500,000,000 shares authorized, 259,682,742 and 251,095,305 shares issued as of September 30, 2023 and December 31, 2022, respectively, and 254,558,178 and 247,551,958 shares outstanding as of September 30, 2023 and December 31, 2022, respectively	259	251
Additional paid-in capital	490,655	453,854
Accumulated deficit	(148,222)	(111,209)
Treasury stock, at par, 5,124,564 and 3,543,347 shares at September 30, 2023 and December 31, 2022, respectively	(5)	(4)
Total stockholders' equity	342,687	342,892
Total liabilities and stockholders' equity	416,490	418,463
Related party
Current assets
Accounts receivable		1,102
Current liabilities
Accounts payable	1,554	3,083
Nonrelated Party
Current assets
Accounts receivable	360	98
Current liabilities
Accounts payable	$ 4,604	$ 14,286

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	259,682,742	251,095,305
Common stock, shares outstanding	254,558,178	247,551,958
Treasury stock, shares	5,124,564	3,543,347

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue - bitcoin mining	$ 30,304		$ 83,423
Costs and operating expenses (income)
Cost of revenue	13,008		37,017
General and administrative	23,898	$ 17,755	62,653	$ 51,849
Depreciation	16,217	11	42,284	26
Change in fair value of derivative asset	(4,744)	(85,658)	(13,294)	(85,658)
Power sales	(2,720)		(8,469)
Equity in losses of equity investees	1,998	8,345	4,179	20,577
Realized gain on sale of bitcoin	(2,505)	(6)	(10,711)	(6)
Impairment of bitcoin	3,443	320	8,076	859
Other gains	(95)		(2,355)
Total costs and operating expenses (income)	48,500	(59,233)	119,380	(12,353)
Operating (loss) income	(18,196)	59,233	(35,957)	12,353
Other income (expense)
Interest income	11	55	112	106
Interest expense	(627)		(1,513)
Change in fair value of warrant liability	10	4	(49)	115
Other expense	(6)		(18)
Total other (expense) income	(612)	59	(1,468)	221
(Loss) income before taxes	(18,808)	59,292	(37,425)	12,574
Current income tax expense	(95)		(143)
Deferred income tax benefit	1,192		555
Total income tax benefit	1,097		412
Net (loss) income	$ (17,711)	$ 59,292	$ (37,013)	$ 12,574
Net (loss) income per share - basic	$ (0.07)	$ 0.24	$ (0.15)	$ 0.05
Net (loss) income per share - diluted	$ (0.07)	$ 0.24	$ (0.15)	$ 0.05
Weighted average shares outstanding - basic	251,789,350	247,508,745	249,858,033	248,461,373
Weighted average shares outstanding - diluted	251,789,350	248,342,200	249,858,033	248,782,665

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Treasury Stock
Beginning balance at Dec. 31, 2021	$ 353,531	$ 252	$ 425,438	$ (72,156)	$ (3)
Beginning balance, Shares at Dec. 31, 2021		252,131,679			(2,852,259)
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	(3,077)	$ 2	(3,078)		$ (1)
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement, Shares		1,802,123			(672,424)
Common stock cancelled	(10,000)	$ (3)	(9,997)
Common stock cancelled, Shares		(2,890,173)
Warrants exercised, Shares		20
Share-based compensation	30,072		30,072
Net Income (Loss)	12,574			12,574
Ending balance at Sep. 30, 2022	383,100	$ 251	442,435	(59,582)	$ (4)
Ending balance, Shares at Sep. 30, 2022		251,043,649			(3,524,683)
Beginning balance at Jun. 30, 2022	313,339	$ 251	431,966	(118,874)	$ (4)
Beginning balance, Shares at Jun. 30, 2022		251,001,072			(3,511,490)
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	(25)		(25)
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement, Shares		42,577			(13,193)
Share-based compensation	10,494		10,494
Net Income (Loss)	59,292			59,292
Ending balance at Sep. 30, 2022	383,100	$ 251	442,435	(59,582)	$ (4)
Ending balance, Shares at Sep. 30, 2022		251,043,649			(3,524,683)
Beginning balance at Dec. 31, 2022	$ 342,892	$ 251	453,854	(111,209)	$ (4)
Beginning balance, Shares at Dec. 31, 2022	251,095,305	251,095,305			(3,543,347)
Issuance of common shares, net of offering costs - At-the-market offering	$ 11,345	$ 4	11,341
Issuance of common shares, net of offering costs - At-the-market offering, Shares		3,809,943
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	(3,224)	$ 4	(3,227)		$ (1)
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement, Shares		4,457,708			(1,581,217)
Share-based compensation	28,687		28,687
Share-based compensation, Shares		319,786
Net Income (Loss)	(37,013)			(37,013)
Ending balance at Sep. 30, 2023	$ 342,687	$ 259	490,655	(148,222)	$ (5)
Ending balance, Shares at Sep. 30, 2023	259,682,742	259,682,742			(5,124,564)
Beginning balance at Jun. 30, 2023	$ 343,210	$ 254	473,471	(130,511)	$ (4)
Beginning balance, Shares at Jun. 30, 2023		254,795,626			(4,381,735)
Issuance of common shares, net of offering costs - At-the-market offering	8,601	$ 4	8,597
Issuance of common shares, net of offering costs - At-the-market offering, Shares		2,831,736
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	(2,112)	$ 1	(2,112)		$ (1)
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement, Shares		1,983,952			(742,829)
Share-based compensation	10,699		10,699
Share-based compensation, Shares		71,428
Net Income (Loss)	(17,711)			(17,711)
Ending balance at Sep. 30, 2023	$ 342,687	$ 259	$ 490,655	$ (148,222)	$ (5)
Ending balance, Shares at Sep. 30, 2023	259,682,742	259,682,742			(5,124,564)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities
Net (loss) income	$ (37,013)	$ 12,574
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation	42,284	26
Amortization of operating right-of-use asset	688	556
Share-based compensation	28,687	30,072
Equity in losses of equity investees	4,179	20,577
Impairment of bitcoin	8,076	859
Non-cash lease expense	1,477
Deferred income taxes	(555)
Bitcoin received as payment for services	(83,161)
Change in fair value of derivative asset	(13,294)	(85,658)
Change in fair value of warrant liability	49	(115)
Realized gain on sale of bitcoin	(10,711)	(6)
Changes in assets and liabilities:
Proceeds from sale of bitcoin	78,729	23
Proceeds from power sales		1,722
Proceeds from reduction of scheduled power		5,056
Accounts receivable	(262)
Receivables, related party	(958)	(731)
Prepaid expenses and other current assets	3,238	5,412
Security deposits	144	(1,103)
Accounts payable	2,366	400
Accounts payable, related party	(1,529)
Accrued expenses and other current liabilities	10,732	1,408
Lease liabilities	(762)	37
Net cash provided by (used in) operating activities	32,404	(8,891)
Cash flows from investing activities
Deposits on equipment	(4,533)	(184,095)
Purchases of property and equipment	(32,980)	(28,958)
Capital distributions from equity investees	3,807	43,291
Investment in equity investees	(3,545)
Prepayments on financing lease	(3,676)
Net cash used in investing activities	(40,927)	(169,762)
Cash flows from financing activities
Proceeds from the issuance of common stock	11,644
Offering costs paid for the issuance of common stock	(298)
Repurchase of common shares to pay employee withholding taxes	(3,224)	(3,077)
Principal payments on financing lease	(8,184)
Net cash used in financing activities	(62)	(3,077)
Net decrease in cash and cash equivalents	(8,585)	(181,730)
Cash and cash equivalents, beginning of the period	11,927	209,841
Cash and cash equivalents, end of the period	3,342	28,111
Supplemental disclosure of noncash investing and financing activities
Reclassification of deposits on equipment to property and equipment	74,186
Right-of-use asset obtained in exchange for finance lease liability	14,212
Reclassification of receivables to investment in equity investees	2,060
Equity method investment acquired for non-cash consideration	1,926	93,208
Sales tax accruals reversed due to exemption	1,837
Bitcoin received from equity investees	$ 317	3,139
Common stock cancelled		10,000
Property and equipment purchases in accounts payable, accounts payable, related party and accrued expenses		6,695
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		4,289
Reclassification of deferred investment costs to investment in equity investees		$ 174

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (17,711)	$ 59,292	$ (37,013)	$ 12,574

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2023
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

Organization

Organization	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	NOTE 1. ORGANIZATI ON Nature of operations Cipher Mining Inc. (“Cipher” or the “Company”) is an emerging technology company that develops and operates industrial scale bitcoin mining data centers. The Company operates or jointly operates four bitcoin mining data centers in Texas including one wholly-owned data center and three partially-owned data centers that were acquired through investments in joint ventures. Bitcoin mining is the Company’s principal revenue generating business activity. The Company began deployment of capacity in the first quarter of 2022, with mining operations beginning at the partially-owned Alborz facility in February 2022 (the “Alborz Facility”). In August 2022, installation of the last mining rigs delivered to the Alborz Facility was completed. In October 2022, installation at the partially-owned Bear facility (the “Bear Facility”) and the partially-owned Chief facility (the “Chief Facility”) was also completed. In November 2022, the Company began bitcoin mining operations at the wholly-owned Odessa facility (the “Odessa Facility”). In September 2023, the Company finalized the buildout of the operations at the Odessa Facility. Cipher Mining Technologies Inc. (“CMTI”) was established on January 7, 2021, in Delaware, by Bitfury Top HoldCo B.V. and its subsidiaries (“Bitfury Top HoldCo” and, with its subsidiaries, the “Bitfury Group”). Bitfury Top HoldCo (together with Bitfury Holding B.V., a subsidiary of Bitfury Top HoldCo, and referred to herein as “Bitfury Holding”) beneficially owned approximately 79.3 % of the Company’s common stock, $ 0.001 par value per share (“Common Stock”), as of September 30, 2023, with sole voting and sole dispositive power over those shares and, as a result, Bitfury Top HoldCo has control of the Company as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”). The previously reported Lock-up Agreement, dated as of August 26, 2021, by and between Good Works Acquisition Corp. (“GWAC”) and Bitfury Top HoldCo , expired on August 27, 2023 . Out-of-period-adjustments Cost of revenue and power sales for the nine months ended September 30, 2023 included out-of-period adjustments of approximately $ 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 the same period. 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 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. Risks and uncertainties Liquidity, capital resources and limited business history The Company has historically experienced net losses and negative cash flows from operations. As of September 30, 2023, the Company had approximate balances of cash and cash equivalents of $ 3.3 million, working capital of $ 15.5 million, total stockholders’ equity of $ 342.7 million and an accumulated deficit of $ 148.2 million. For fiscal years ended December 31, 2022 and 2021, the Company, in large part, relied on proceeds from the consummation of its business combination with GWAC to fund its operations; however, during the nine months ended September 30, 2023, the Company utilized proceeds from sales of bitcoin earned by or received from its bitcoin mining data centers to support its operating expenses. During the nine months ended September 30, 2023, the Company sold 3,005 bitcoin for proceeds of approximately $ 78.7 million . Additionally, in January 2023, the Company was approached by a third party that offered to purchase coupons that the Company had received from Bitmain Technologies Limited (“Bitmain”) during fiscal year 2022. These transferable coupons provided the Company with potential discounts of approximately $ 10.9 million that could only be redeemed with the purchase of additional miners from Bitmain prior to the coupons’ April 2023 expiration date. As the Company did not intend to purchase additional Bitmain miners prior to the expiration date of the coupons, it sold the coupons to the interested third party for proceeds of approximately $ 2.3 million, which it recorded in other gains within costs and operating expenses (income) on its unaudited condensed consolidated statement of operations during the nine months ended September 30, 2023. 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 and ongoing operations. 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. Operating activities provided approximately $ 32.4 million of cash during the nine months ended September 30, 2023. During the nine months ended September 30, 2023, the Company paid approximately $ 4.5 million of deposits for mining equipment and reclassified approximately $ 74.2 million to property and equipment in connection with the receipt of miners and other equipment at the Odessa Facility. In September 2023, the Company finalized the buildout of the operations at the Odessa Facility. As of September 30, 2023 , the Company had 61,024 miners located at the Odessa Facility and had 12,953 , 3,254 and 3,254 contributed miners at its partially-owned Alborz Facility, Bear Facility and Chief Facility, respectively. On August 14, 2023, the Company, through CMTI, entered into a master loan agreement with Coinbase Credit, Inc., as lender, and Coinbase, Inc., as lending service provider, for a secured credit line up to $ 10.0 million (the “Credit Facility”). See Note 12. Commitments and Contingencies for additional information regarding the Credit Facility. As of September 30, 2023 , the Company has no t drawn upon the Credit Facility. Management believes that the Company’s existing financial resources, including access to the Credit Facility, combined with projected cash and bitcoin inflows from its data centers and its intent and 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’s management has no current intention of entering into a merger or acquisition within the next 12 months. 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. Macroeconomic conditions: COVID-19 and other economic, business and political conditions The Company’s results of operations could be adversely affected by general conditions in the global economy and in the global financial markets, including conditions that are outside of the Company’s control, such as any epidemics, pandemics or disease outbreaks or other public health conditions. For example, the COVID-19 pandemic (“COVID-19”) that was declared on March 11, 2020 caused significant economic dislocation in the United States (“U.S.”) and globally as governments across the world, including the U.S., introduced measures aimed at preventing the spread of COVID-19. While most policies and regulations implemented by governments in response to COVID-19 have been lifted, they have had a significant impact, both directly and indirectly, on global business and commerce. The Company may experience disruptions to its business operations resulting from supply interruptions, quarantines, self-isolations, or other movement and restrictions on the ability of its employees or its counterparties to perform their jobs. The Company may also experience delays in construction and obtaining necessary equipment in a timely fashion. If the Company is unable to effectively set up and service its miners, its ability to mine bitcoin will be adversely affected. There is no assurance that COVID-19 or any other pandemic, or other unfavorable global economic, business or political conditions, such as a rise in energy prices, a slowdown in the U.S. or international economy, high inflation rates or other factors, will not materially and adversely affect the Company’s business, prospects, financial condition and operating results.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation The Company prepares its unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the U.S. (“GAAP”) as determined by the FASB and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements include the accounts of the Company and its controlled subsidiary, CMTI. All intercompany transactions and balances have been eliminated. 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, valuations 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 2022 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 2022 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 2022 Form 10-K. Segment information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is comprised of several members of its executive management team. The Company views its operations and manages its business in one segment. Income (loss) per share Basic net income (loss) per share is computed by dividing net income (loss) allocated to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share adjusts net income (loss) and net income (loss) per common share for the effect of all potentially dilutive shares of Common Stock. Potential common shares consist of the Company’s outstanding public and private placement warrants to purchase Common Stock, as well as unvested restricted stock units (“RSUs”). For the three and nine months ended September 30, 2022, 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 potential common shares have been excluded from the computation of diluted net loss per common share for the three and nine months ended September 30, 2023, as the effect would be to reduce the net loss per common share. The following is a reconciliation of the numerator and denominator of the diluted net income (loss) per share computations for the periods indicated below: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic and diluted (loss) income per share: Net (loss) income $ ( 17,711 ) $ 59,292 $ ( 37,013 ) $ 12,574 Weighted average shares outstanding - basic 251,789,350 247,508,745 249,858,033 248,461,373 Add: RSUs - 833,455 - 321,292 Weighted average shares outstanding - diluted 251,789,350 248,342,200 249,858,033 248,782,665 Net (loss) income per share - basic $ ( 0.07 ) $ 0.24 $ ( 0.15 ) $ 0.05 Net (loss) income per share - diluted $ ( 0.07 ) $ 0.24 $ ( 0.15 ) $ 0.05 The following table presents the common shares that are excluded from the computation of diluted net income (loss) per common share at September 30, 2023 and 2022, because including them would have been antidilutive. September 30, 2023 2022 Public warrants 8,499,980 8,499,980 Private placement warrants 114,000 114,000 Unvested RSUs 21,234,610 15,364,457 29,848,590 23,978,437 Recently issued and adopted accounting pronouncements In June 2016, the FASB issued Accounting Standards Update ASU No. 2016‑13 , Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which was codified with its subsequent amendments as ASC Topic 326, Financial Instruments – Credit Losses (“ASC 326”). ASC 326 seeks to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments, including trade receivables, and other commitments to extend credit held by a reporting entity at each reporting date. The amendments require an entity to replace the incurred loss impairment methodology in other GAAP with a methodology that reflects current expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The adoption of this guidance on January 1, 2023 did not have a material impact on the Company’s unaudited condensed consolidated financial statements and disclosures. 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.

Bitcoin

Bitcoin	9 Months Ended
	Sep. 30, 2023
CryptocurrenciesAbstract
Bitcoin	NOTE 3. BITCOIN The following table presents information about the Company’s bitcoin (in thousands): Balance as of January 1, 2023 $ 6,283 Bitcoin received from equity investees 317 Revenue recognized from bitcoin mined, net of receivable 83,162 Proceeds from sale of bitcoin, net of realized gain ( 68,019 ) Impairment of bitcoin ( 8,076 ) Balance as of September 30, 2023 $ 13,667 The fair value of the Company’s bitcoin as of September 30, 2023 was approximately $ 14.5 million and was estimated using the closing price of bitcoin, which is a Level 1 input (i.e., an observable input such as a quoted price in an active market for an identical asset). During the three and nine months ended September 30, 2023, the Company recorded impairment charges on its bitcoin holdings of approximately $ 3.4 million and $ 8.1 million , respectively. Impairment charges were approximately $ 0.3 million and $ 0.9 million for the three and nine months ended September 30, 2022 , respectively.

Derivative Asset

Derivative Asset	9 Months Ended
	Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Asset	NOTE 4. DERIVATIVE ASSET Luminant Power Agreement On June 23, 2021 , the Company entered into a power purchase agreement with Luminant ET Services Company LLC (“Luminant”), which was subsequently amended and restated on July 9, 2021 , and further amended on February 28, 2022 , August 26, 2022 and August 23, 2023 (as amended, the “Luminant Power Agreement”), for the supply of a fixed amount of electric power to the Odessa Facility at a fixed price for a term of five years , subject to certain early termination exemptions. The Luminant Power Agreement provides for a subsequent automatic annual renewal unless either party provides written notice to the other party of its intent to terminate the agreement at least six months prior to the expiration of the then current term. Starting from July 1, 2022 , and prior to the receipt of interconnection approval from the Electric Reliability Council of Texas (“ERCOT”), under the take or pay framework of the Luminant Power Agreement and pursuant to the ramp-up schedule agreed to between Luminant and Cipher, Luminant began sales of the scheduled energy in the ERCOT market. Because ERCOT allows for net settlement, the Company’s management determined that, as of July 1, 2022, the Luminant Power Agreement met the definition of a derivative under ASC 815, Derivatives and Hedging (“ASC 815”). Because the Company has the ability to sell its electricity in the ERCOT market rather than take physical delivery, physical delivery is not probable through the entirety of the contract and therefore, the Company’s management does not believe the normal purchases and normal sales scope exception applies to the Luminant Power Agreement. Accordingly, the Luminant Power Agreement (the non-hedging derivative contract) 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 16. Fair Value Measurements . Depending on the spot market price of electricity, 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 during peak times in order to most efficiently manage the Company’s operating costs. The Company earned approximately $ 2.7 million and $ 8.5 million , respectively from power sales for the three and nine months ended September 30, 2023, and recorded this amount in power sales 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 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.

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment	NOTE 5. PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following (in thousands): September 30, 2023 December 31, 2022 Miners and mining equipment $ 160,477 $ 79,909 Leasehold improvements 135,688 94,807 Software 1,342 596 Office and computer equipment 279 88 Autos 73 73 Furniture and fixtures 88 69 Construction-in-progress 3,167 20,437 Total cost of property and equipment 301,114 195,979 Less: accumulated depreciation ( 42,819 ) ( 4,195 ) Property and equipment, net $ 258,295 $ 191,784 During the nine months ended September 30, 2023 and 2022, the Company placed approximately $ 37.5 million and nil , respectively, of construction-in-progress into service at the Odessa Facility. Depreciation expense was approximately $ 16.2 million and $ 42.3 million , respectively, for the three and nine months ended September 30, 2023 and included approximately $ 0.4 million and $ 1.3 million , respectively, of accretion expense related to the Company’s asset retirement obligation. Depreciation expense was immaterial for the three and nine months ended September 30, 2022. During the first quarter of fiscal 2023, the Company received the remaining 17,094 MicroBT M30S, M30S+ and M30S++ miners (“MicroBT miners”) related to t he framework agreement of September 2021 with SuperAcme Technology (Hong Kong) Limited (“SuperAcme”), which was amended and restated by the Amended and Restated Framework Agreement on Supply of Blockchain Servers (the “Amended and Restated Framework Agreement”), dated as of May 6, 2022, and subject to the Supplementary Agreement of the Framework Agreement on Supply of Blockchain Servers (the “Supplementary Agreement). These MicroBT miners received during the first quarter of fiscal 2023 had an aggregate cost of approximately $ 50.7 million and were purchased by the Company at the new fixed and floating price terms set forth in the Supplementary Agreement. The Company also received 4,622 Antminer S19j Pro (100 TH/s) (“S19j Pro”) miners from Bitmain with a cost basis of approximately $ 1.6 million during the first quarter of fiscal 2023. As of September 30, 2023 , the Company had a total of 35,117 MicroBT miners, 14,907 S19j Pro miners and 11,000 Canaan A1346 model miners for a total of 61,024 miners at its Odessa Facility. See additional information regarding the Canaan miners in Note 11. Leases .

Deposits on Equipment

Deposits on Equipment	6 Months Ended
	Jun. 30, 2023
Disclosure Deposits On Equipment [Abstract]
Deposits on Equipment	NOTE 6. DEPOSITS ON EQUIPMENT In November and December 2022, the Company agreed to purchase 5,000 and 2,200 , respectively, S19j Pro miners from Bitmain. The Company utilized accumulated Bitmain credits and coupons for the majority of the purchase price for these miners and has no further payments due in respect of these orders. Information regarding the quantity of Bitmain miners received pursuant to these agreements during the nine months ended September 30, 2023 is disclosed in Note 5. Property and Equipment . As of September 30, 2023 , the Company did not have material open purchase agreement commitments. As disclosed in Note 18. Subsequent Events , on October 4, 2023, the Company entered into an agreement with Bitmain to purchase 1.2 EH/s worth of Bitmain’s new HASH Super Computing Servers (Antminer S21-200.0T model) for a total purchase price of $ 24.0 million to be paid in cash and coupons, or $ 16.8 million in cash after applying coupons. The Company expects to make periodic payments in accordance with the payment schedule under this agreement, with the final payment expected to occur one year after the delivery of the last batch of miners. Related to this agreement, in September 2023, the Company made a $ 1.2 million deposit for the related equipment, representing the balance of deposits on equipment as of September 30, 2023 . Batches of the Antminer S21 miners are expected to be delivered between January and June 2024.

Security Deposits

Security Deposits	9 Months Ended
	Sep. 30, 2023
Deposit Assets Disclosure [Abstract]
Security Deposits	NOTE 8. SECURITY DEPOSITS The Company’s security deposits consisted of the following (in thousands): September 30, 2023 December 31, 2022 Luminant Power Purchase Agreement collateral $ 12,554 $ 12,554 Luminant Purchase and Sale Agreement collateral 3,063 3,063 Operating lease security deposits 967 960 Other deposits 1,002 1,153 Total security deposits $ 17,586 $ 17,730

Supplemental Financial Informat

Supplemental Financial Information	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Supplemental financial information	NOTE 9. SUPPLEMENTAL FINANCIAL INFORMATION Prepaid expenses and other current assets was $ 4.0 million and $ 7.3 million as of September 30, 2023 and December 31, 2022, respectively, primarily consisting of prepaid insurance. As of December 31, 2022 , the prepaid expenses and other current assets balance also included approximately $ 1.2 million of bitcoin temporarily held for the Company’s joint venture partner, WindHQ LLC (“WindHQ”). The Company’s accrued expenses and other current liabilities consisted of the following (in thousands): September 30, 2023 December 31, 2022 Taxes (primarily sales tax) $ 12,551 $ 18,798 Power costs 4,594 - Employee compensation 3,636 - Finance lease (1) 1,742 339 Legal settlement (2) 1,500 - Other 790 216 Total accrued expenses and other current liabilities $ 24,813 $ 19,353 __________ (1) See Note 11. Leases for additional information regarding the Company’s finance leases. (2) See Note 12. Commitments and Contingencies for additional information regarding the legal settlement accrual as of September 30, 2023 .

Investment in Equity Investees

Investment in Equity Investees	9 Months Ended
	Sep. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]
Investment in Equity Investees	NOTE 7. INVESTMENTS IN EQUITY INVESTEES The Company uses the equity method of accounting to account for its 49 % equity interest in its partially owned mining operations Alborz LLC, Bear LLC and Chief, LLC (the “Data Center LLCs”). The Company recognized a total of approximately $ 2.0 million and $ 4.2 million of net losses in equity in losses of equity investees within the condensed consolidated statements of operations during the three and nine months ended September 30, 2023, respectively, and $ 8.3 million and $ 20.6 million of net losses in equity in losses of equity investees during the three and nine months ended September 30, 2022, respectively. During fiscal year 2022, the Company contributed miners and mining equipment to the Alborz, Bear and Chief Facilities. The majority of these contributed miners had a fair value that was lower than the cost paid by the Company to obtain them, and the Company recognized losses at the time of the contributions, resulting in basis differences related to the Company’s investments in Alborz LLC, Bear LLC and Chief LLC, all of which recorded the contributions of equipment from the Company at the historical cost paid by the Company to obtain the equipment. As Alborz LLC, Bear LLC and Chief LLC depreciate the historical cost of these miners on their respective financial statements over the expected depreciation period of five years , the Company accretes these basis differences over the same period and records the accretion amount for each reporting period within equity in losses of equity investees on its statements of operations until these miners are fully depreciated and the corresponding basis differences are fully accreted. As of September 30, 2023, the Company had remaining basis differences totaling approximately $ 26.4 million that have not yet been accreted. Accretion recorded by the Company during the nine months ended September 30, 2023 is shown in the table below and was recorded within equity in losses of equity investees on the statement of operations. Activity in the Company’s investments in equity investees during the nine months ended September 30, 2023 consisted of the following (in thousands): Balance as of January 1, 2023 $ 37,478 Cost of contributed mining equipment and other capital contributions 4,435 Accretion of basis differences related to miner contributions 5,012 Capital distributions ( 3,807 ) Bitcoin received from equity investees ( 317 ) Equity in net losses of equity investees ( 9,192 ) Balance as of September 30, 2023 $ 33,609

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 10. RELATED PARTY TRANSACTIONS Related party receivables Related party receivables were $ 1.1 million as of December 31, 2022, consisting of expenses paid on behalf of the Data Center LLCs. The Company recorded an additional $ 1.0 million of related party receivables during the nine months ended September 30, 2023, representing additional expenses paid on behalf of the Data Center LLCs, and subsequently reclassified the total outstanding balance of $ 2.1 million to investment in equity investees on the condensed consolidated balance sheet as of September 30, 2023 . As a result of this reclassification, related party receivables were nil as of September 30, 2023. Purchase commitments, deposits on equipment and related party payables The Company entered into two agreements with Bitfury USA Inc. (“Bitfury USA”), made under, and as a part of, the Master Services and Supply Agreement to purchase BBACs. Additionally, Bitfury USA contracted with third-party vendors for the purchase of equipment and the receipt of services related to Cipher’s future mining operations. Pursuant to one of these arrangements between Bitfury USA and a third-party vendor, Paradigm Controls of Texas, LLC (“Paradigm”), the Company made payments directly to Paradigm in place of Bitfury USA, in respect of manufacturing services for BBACs, totaling approximately $ 5.8 million during the nine months ended September 30, 2023 and the Company’s obligations to Bitfury USA under the Master Services and Supply Agreement were reduced by the same amount. As of December 31, 2022 , in relation to the Company assisting WindHQ with the liquidation of some of WindHQ’s bitcoin holdings, the Company had approximately $ 1.2 million of bitcoin and approximately $ 0.3 million of proceeds received, but not yet transferred to WindHQ, respectively, recorded in accounts payable, related party on its consolidated balance sheet. During the nine months ended September 30, 2023, all of the bitcoin held by the Company on behalf of WindHQ was liquidated and all proceeds received from the liquidation were forwarded to WindHQ, leaving no remaining amount payable to WindHQ in accounts payable, related party as of September 30, 2023 on the Company’s unaudited condensed consolidated balance sheet.

Leases

Leases	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Leases	NOTE 11. 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 Company’s management determined that the Combined Luminant Lease Agreement contains two lease components; and the components should be accounted for together as a single lease component, because the effect of accounting for the land lease separately would be insignificant. 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. Despite lease commencement in November 2022, the Company had not been required by Luminant to make any lease payments for the substation prior to July 2023, therefore the Company accrued amounts due under the Combined Luminant Lease Agreement in accrued expenses and other current liabilities on its unaudited condensed consolidated balance sheet. On July 11, 2023, the Company entered into an amendment of the payment schedule to the Luminant Purchase and Sale Agreement, reflecting monthly installments of principal and interest totaling $ 19.7 million on an undiscounted basis, due over the remaining four-year period starting in July 2023. On August 23, 2023, the Company entered into a second amendment of the Luminant Lease Agreement, the terms of which included confirming the initial term will end on July 31, 2027 . These amendments did not have a material impact on the Company’s unaudited condensed consolidated financial statements. 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. Canaan Agreement On May 4, 2023, the Company entered into the Canaan Agreement to purchase 11,000 new A1346 model miners, all of which were received during the nine months ended September 30, 2023 and have been installed at the Odessa Facility. The Company was required to pay a total of approximately $ 4.1 million prior to delivery of the miners. The Company will also make six monthly installment payments of approximately $ 1.7 million each month, through November 2023, at which time the Company will obtain title to the miners. The Company determined that the Canaan Agreement contains embedded leases as defined in ASC 842, one for each batch of miners delivered. Based on the terms of the arrangement and intent of the parties, the Company has classified the leases of the Canaan miners as finance leases. Each lease commences upon delivery of the associated batch, as the delivery date represents the date upon which the Company obtains the right to use the assets for a period of time in exchange for consideration. As a result of all 11,000 miners being delivered to the Company in June 2023, the Company determined there will effectively be a single lease commencement date for all of the underlying right-of-use assets. The lease term for the Canaan miners will be six months, aligning with the final payment and title transfer date. Upon title transfer, the Company will continue depreciating the residual value of the miners over their remaining useful life. Office headquarters lease The Company entered into an operating lease for office space located in New York. The lease has an initial term of 64 months and commenced on February 1, 2022 . The lease does not provide the Company with renewal options. 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, 2023 2022 2023 2022 Finance leases: Amortization of ROU assets (1) $ 1,481 $ - $ 3,297 $ - Interest on lease liability 600 - 1,478 - Total finance lease expense 2,081 - 4,775 - Operating leases: Operating lease expense 470 391 1,391 1,009 Variable lease cost - - - - Total operating lease expense 470 391 1,391 1,009 Total lease expense $ 2,551 $ 391 $ 6,166 $ 1,009 __________ (1) Amortization of finance lease ROU assets is included within depreciation expense. The Company did no t 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, 2023 2022 2023 2022 Operating cash flows - operating lease $ 396 $ - $ 1,187 $ - Right-of-use assets obtained in exchange for operating lease liabilities $ - $ - $ - $ 5,859 September 30, 2023 December 31, 2022 Weighted-average remaining lease term – finance lease (in years) 3.2 4.7 Weighted-average remaining lease term – operating lease (in years) 3.7 4.4 Weighted-average discount rate – finance lease 11.0 % 11.0 % Weighted-average discount rate – operating lease 10.9 % 10.9 % Finance lease ROU assets (1) $ 25,186 $ 14,471 __________ (1) As of September 30, 2023 and December 31, 2022, the Company had recorded accumulated amortization of approximately $ 1.5 million and $ 0.5 million , respectively, for the finance lease ROU assets. Finance lease ROU assets are recorded within property and equipment, net on the Company’s consolidated balance sheets. As of September 30, 2023, future minimum lease payments during the next five years are as follows (in thousands): Finance Lease Operating Lease Total Remaining Period Ended December 31, 2023 $ 4,693 $ 394 $ 5,087 Year Ended December 31, 2024 4,834 1,581 6,415 Year Ended December 31, 2025 4,834 1,581 6,415 Year Ended December 31, 2026 4,834 1,581 6,415 Year Ended December 31, 2027 3,223 659 3,882 Total lease payments 22,418 5,796 28,214 Less present value discount ( 3,654 ) ( 1,034 ) ( 4,688 ) Total $ 18,764 $ 4,762 $ 23,526

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 12. 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, 2023. The Company does not anticipate recognizing any significant losses relating to these arrangements. On August 14, 2023, the Company, through CMTI, entered into 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, 2023 the Company has not drawn upon the Credit Facility. 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. Luminant Power Agreement On November 18, 2022, Luminant filed suit against CMTI in the 95 th District Court of Dallas County, Texas, asserting Texas state law claims for declaratory judgment and “money had and received”, seeking recoupment and return of money previously paid by Luminant to CMTI in connection with Luminant’s (and its affiliates’) construction and energization of Cipher’s bitcoin mining data center in Odessa, Texas. These prior payments were (i) the sum of $ 5.1 million paid to CMTI in September 2022 pursuant to a contractual provision requiring such payment in the parties’ written and executed August 25, 2022 Third Amendment to the Luminant Power Agreement, and (ii) the sum of $ 1.7 million also paid to CMTI in September 2022, as agreed by the parties, for electrical power sold by Luminant for CMTI’s benefit into the open market prior to the final energization of the Odessa Facility. Luminant contended that such payments were mistaken because, although voluntarily made by Luminant, they were not actually due under the terms of the Luminant Power Agreement, as amended. The Company filed its answer on January 17, 2023, denying any liability to Luminant. Cipher has not received payment from Luminant for electricity sold in the ERCOT market in September 2022 and October 2022. The Company established a $ 2.0 million accrual for the cost of resolving the claims in the second quarter of 2023. On July 11, 2023, the Company entered into an amendment of the payment schedule to the Luminant Purchase and Sale Agreement, reflecting monthly installments of principal and interest totaling $ 19.7 million on an undiscounted basis, due over the remaining four-year period starting in July 2023. On August 23, 2023, the Company settled the dispute with Luminant (the “Luminant Settlement”). In connection with the Luminant Settlement, the Company, through CMTI, entered into (i) a Fourth Amendment to the Power Purchase Agreement (the “Amended PPA”) with Luminant, which amended the Luminant Power Agreement and (ii) a Second Amendment to the Lease Agreement (the "Amended Lease") with an affiliate of Luminant, which amended the Luminant Lease Agreement. The Amended PPA, among other items, reduces the notice requirements that CMTI must satisfy in connection with changes to its energy consumption at the Odessa Facility and the Amended Lease provides that the initial term of the agreement shall end on July 31, 2027.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2023
Stockholders' Equity Note [Abstract]
Stockholders' Equity	NOTE 13. STOCKHOLDERS’ EQUITY As of September 30, 2023 , 510,000,000 shares with a par value of $ 0.001 per share are authorized, of which, 500,000,000 shares are designated as Common Stock and 10,000,000 shares are designated as preferred stock (“Preferred Stock”). Common Stock Holders of each share of Common Stock are entitled to dividends when, as and if declared by the Board. As of the issuance of these unaudited condensed consolidated financial statements, the Company had not declared any dividends. The holder of each share of Common Stock is entitled to one vote . The voting, dividend, liquidation and other rights and powers of the Common Stock are subject to and qualified by the rights, powers and preferences of any outstanding series of Preferred Stock, for which there currently are none outstanding. During the nine months ended September 30, 2023, the Company issued 4,457,708 shares of Common Stock to officers, employees and consultants in settlement of an equal number of fully vested RSUs awarded to these individuals, and 319,786 shares of Common Stock to directors, pursuant to grants made under the Cipher Mining Inc. 2021 Incentive Award Plan (the “Incentive Award Plan”). The Company immediately repurchased 1,581,217 of these shares of Common Stock from officers and employees, with a fair value of approximately $ 3.2 million , to cover taxes related to the settlement of vested RSUs, as permitted by the Incentive Award Plan. The Company placed the repurchased shares in treasury stock. At-the-Market Sales Agreement On September 21, 2022, the Company filed with the SEC a shelf registration statement on Form S-3, which was declared effective on October 6, 2022 (the “Registration Statement”). In connection with the filing of the Registration Statement, the Company also entered into an at the market offering agreement (the “Prior Sales Agreement”) with H.C. Wainwright & Co., LLC (the “Prior Agent”), under which the Company may, from time to time, sell shares of its Common Stock having an aggregate offering price of up to $ 250.0 million in “at the market” offerings through the Prior Agent. Effective August 1, 2023, the Company terminated the Prior Sales Agreement. On August 3, 2023, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., Canaccord Genuity LLC, Needham & Company, LLC and Compass Point Research & Trading, LLC (each, an “Agent” and, together, the “Agents”), pursuant to which the Company may offer and sell, from time to time through or to the Agents, shares of its Common Stock, for aggregate gross proceeds of up to $ 250.0 million (the “Shares”). The offering and sale of up to $ 250.0 million of the Shares has been registered under the Registrati on 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”). Pursuant to the Sales Agreement, the Agent selected by the Company (such Agent, the “Designated Agent”) may sell the Shares in sales deemed to be “at the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act. The Company has no obligation to sell any of the Shares under the Sales Agreement and may at any time suspend or terminate the offering of the Shares pursuant to the Sales Agreement upon notice and subject to other conditions. The Agents will act as sales agents and will use commercially reasonable efforts to sell on the Company’s behalf all of the Shares requested to be sold by it, on mutually agreed terms between the Agents and the Company. Under the terms of the Sales Agreement, the Company agreed to pay the Designated Agent a commission up to 3.0 % of th e aggregate gross proceeds from any Shares sold through such Designated Agent pursuant to the Sales Agreement. In addition, the Company agreed to reimburse certain expenses incurred by the Agents in connection with the Sales Agreement. During the nine months ended September 30, 2023, in connection with the Prior Sales Agreement and the Sales Agreement, the Company received proceeds of approximately $ 11.3 million , net of issuance costs, from the sale of 3,809,943 shares of common stock, with an average fair value of $ 3.02 p er share.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2023
Warrants and Rights Note Disclosure [Abstract]
Warrants	NOTE 14. 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 both September 30, 2023 and December 31, 2022 . 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.

Share-based Compensation

Share-based Compensation	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Share-based Compensation	NOTE 15. SHARE-BASED COMPENSATION The Incentive Award Plan provides for the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, RSUs and other stock or cash-based awards to employees, consultants and directors. Upon vesting of an award, the Company may either issue new shares or reissue treasury shares. Initially, up to 19,869,312 shares of Common Stock were available for issuance under awards granted pursuant to the Incentive Award Plan. In addition, the number of shares of Common Stock available for issuance under the Incentive Equity Plan is increased on January 1 of each calendar year beginning in 2022 and ending in 2031 by an amount equal to 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, 2023, this resulted in an increase of 7,426,559 shares of Common Stock available for issuance under the Incentive Award Plan. As of September 30, 2023, 6,282,366 shares of Common Stock were available for issuance under the Incentive Award Plan. The Company recognized total share-based compensation expense in general and administrative expenses 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, 2023 2022 2023 2022 Service-based RSUs $ 7,038 $ 7,078 $ 17,865 $ 19,936 Performance-based RSUs 3,416 3,416 10,136 10,136 Common stock, fully-vested 245 - 686 - Total share-based compensation expense $ 10,699 $ 10,494 $ 28,687 $ 30,072 Service-based RSUs A summary of the Company’s unvested Service-based RSU activity for the nine months ended September 30, 2023 is shown below: Number of Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2023 14,441,044 $ 3.96 Granted 6,993,565 $ 2.27 Vested ( 4,457,709 ) $ 4.05 Unvested at September 30, 2023 16,976,900 $ 3.24 As of September 30, 2023, there was approximately $ 26.2 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 1.5 years. If not fully vested upon grant, Service-based RSUs awarded generally vest over a period ranging from two to four years in equal installments on the award’s anniversary of the vesting commencement date, which will generally coincide with the timing when the employee or consultant began to provide services to the Company, as determined by the Board, and which may precede the grant date. Vesting is subject to the award recipient’s continuous service on the applicable vesting date; provided, that if the award recipient’s employment is terminated by the Company without “cause”, by award recipient for “good reason” (if applicable, as such term or similar term may be defined in any employment, consulting or similar service agreement between award recipient and the Company) or due to award recipient’s death or permanent disability, all unvested Service-based RSUs will vest in full. In addition, in the event of a change in control, any unvested Service-based RSUs will vest subject to the award recipient’s continuous service to the Company through such change in control. In addition, if the Company achieves a $ 10 billion market capitalization milestone (described further below) and the Chief Executive Officer (“CEO”) remains in continuous service through such achievement, any then-unvested Service-based RSUs awarded to the CEO will also vest. Performance-based RSUs There was no new activity for unvested Performance-based RSUs during the nine months ended September 30, 2023 There were 4,257,710 unvested Performance-based RSUs with a weighted average grant date fair value of $ 7.76 as of both September 30, 2023 and December 31, 2022. As of September 30, 2023, there was approximately $ 7.7 million of unrecognized compensation expense related to unvested Performance-based RSUs, which is expected to be recognized over a weighted-average derived service period of approximately 0.7 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.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 16. FAIR VALUE MEASUREMENTS 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, 2023 Level 1 Level 2 Level 3 Total Assets included in: Cash and cash equivalents Money market securities $ 3,208 $ - $ - $ 3,208 Accounts receivable 360 - - 360 Derivative asset - - 80,050 80,050 $ 3,568 $ - $ 80,050 $ 83,618 Liabilities included in: Warrant liability $ - $ - $ 56 $ 56 $ - $ - $ 56 $ 56 Fair Value Measured as of December 31, 2022 Level 1 Level 2 Level 3 Total Assets included in: Cash and cash equivalents Money market securities $ 10,943 $ - $ - $ 10,943 Accounts receivable 98 - - 98 Derivative asset - - 66,702 66,702 $ 11,041 $ - $ 66,702 $ 77,743 Liabilities included in: Warrant liability $ - $ - $ 7 $ 7 $ - $ - $ 7 $ 7 The carrying values reported in the Company’s consolidated balance sheets for cash (excluding cash equivalents which are recorded at fair value on a recurring basis), accounts payable and accrued expenses and other current liabilities are reasonable estimates of their fair values due to the short-term nature of these items. There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the periods presented. Level 3 asset The Company’s derivative asset, related to the Luminant Power Agreement, is divided between current and noncurrent assets, and was initially recorded on its unaudited condensed consolidated balance sheets on the derivative asset’s effective date of July 1, 2022, with an offsetting amount recorded to change in fair value of derivative asset in costs and operating expenses on the unaudited condensed consolidated statements of operations. Subsequent changes in fair value are also recorded to change in fair value of derivative asset. The Luminant Power Agreement was not designated as a hedging instrument. The estimated fair value of the Company’s derivative asset was derived from Level 2 and Level 3 inputs (i.e., unobservable inputs) due to a lack of quoted prices for similar type assets and as such, is classified in Level 3 of the fair value hierarchy. Specifically, the discounted cash flow estimation models contain quoted spot and forward prices for electricity, as well as estimated usage rates consistent with the terms of the Luminant Power Agreement, which has a remaining term of approximately 3.6 years . The valuations performed by the third-party valuation firm engaged by the Company utilized pre-tax discount rates of 7.55 % and 6.83 % as of September 30, 2023 and December 31, 2022, respectively, and include observable market inputs, but also include unobservable inputs based on qualitative judgment related to company-specific risk factors. Unrealized gains associated with the derivative asset within the Level 3 category include changes in fair value that were attributable to changes to the quoted forward electricity rates, as well as unobservable inputs (e.g., changes in estimated usage rates and discount rate assumptions). 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, 2023 (in thousands): Balance as of January 1, 2023 $ 66,702 Change in fair value 13,348 Balance as of September 30, 2023 $ 80,050 Level 3 liability The Company’s Private Placement Warrants (as defined in Note 14. Warrants ) are 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 uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. The Company engaged a valuation firm to determine the fair value of the Private Placement Warrants using a Black-Scholes option-pricing model and the quoted price of its Common Stock. The following table presents significant assumptions utilized in the valuations of the Private Placement Warrants as of the dates indicated: September 30, 2023 December 31, 2022 Risk-free rate 4.71 % 4.06 % Dividend yield rate 0.00 % 0.00 % Volatility 85.0 % 90.0 % Contractual term (in years) 2.9 3.7 Exercise price $ 11.50 $ 11.50 The following table presents changes in the estimated fair value of the Private Placement Warrants for the nine months ended September 30, 2023 (in thousands): Balance as of January 1, 2023 $ 7 Change in fair value 49 Balance as of September 30, 2023 $ 56

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 17. 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 1.1 % and nil of income (loss) before taxes for each of the nine months ended September 30, 2023 and 2022 , respectively.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	NOTE 18. SUBSEQUENT EVENTS Miner Purchase On October 4, 2023, the Company entered into an agreement with Bitmain Technologies Delaware Limited to purchase 1.2 EH/s worth of HASH Super Computing Servers (Antminer S21-200.0T model), for a total commitment of $ 24.0 million to be paid in cash and coupons, or $ 16.8 million in cash after applying coupons (the “Bitmain Agreement”). The Company expects the miners purchased under this agreement to be shipped in batches between January and June 2024. The Company expects to make periodic payments in accordance with the payment schedule under the Bitmain Agreement, with the final payment expected to occur one year after the delivery of the last batch of miners. Pursuant to the Bitmain Agreement, the Company is responsible for all logistics costs related to transportation, packaging for transportation and insurance related to the delivery of the miners. Black Pearl Purchase On November 6, 2023, the Company and its wholly-owned subsidiary, Cipher Black Pearl LLC, entered into a Purchase and Sale Agreement (the “PSA”) with Trinity Mining Group, Inc. (“Trinity”) to purchase a data center lease (the “Lease”) related to certain tracts or parcels of land containing at least 50 acres of land located in Winkler County, Texas (the “Leased Property”) and certain other agreements (the “Assumed Agreements”) providing for the construction of a new data center the Company expects to build and call “Black Pearl” or the “Black Pearl Facility”. The Lease has an initial term of ten years , and the Company has four consecutive options to renew for periods of ten years each . In addition to the Lease and the Assumed Agreements, the purchased assets under the PSA include certain books, records, reports, studies and governmental approvals related to the Leased Property, and an approval from the Electric Reliability Council of Texas (“ERCOT”) conditionally approving up to 300 MW of energy consumption at the interconnection point of the Leased Property (the “Purchased Assets”). The consideration for the Purchased Assets will be $ 7.0 million (the “Purchase Price”). The Purchase Price will be paid by delivery of a number of whole shares of the Company’s common stock. The amount of the Company’s stock to be delivered under the PSA will be calculated by dividing the Purchase Price by the volume weighted average price of the Company’s common stock traded on the Nasdaq Global Select Market for the thirty (30) trading days immediately preceding the signing of the Purchase and Sale Agreement, determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours. The shares of the Company’s common stock to be issued to Trinity will be issued pursuant to the Registration Statement, including all information, documents and exhibits filed with or incorporated by reference into the Registration Statement, providing for the offering, issuance and sale by the Company from time to time of up to $ 500.0 million in aggregate of the Company’s common stock, preferred stock, warrants and units. The Company’s obligations to consummate the transactions contemplated by the PSA are subject to the satisfaction of certain conditions precedent. To the extent those conditions are satisfied, or waived by the Company, the Company expects the closing date to occur before the end of December 2023. If the closing date occurs before the end of December 2023, the Company expects to deliver to Oncor Electric Delivery Company LLC (“Oncor”) up to $ 6.3 million as collateral that Oncor will be obligated to return to the Company, provided that the Company energizes at least 135MW at the Black Pearl Facility by May 15, 2026.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	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 subsidiary, CMTI. All intercompany transactions and balances have been eliminated.
Use of Estimates	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, valuations 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 Interim Condensed Consolidated Financial Statements	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 2022 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 2022 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 2022 Form 10-K.
Segment Information	Segment information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is comprised of several members of its executive management team. The Company views its operations and manages its business in one segment.
Income (Loss) per Share	Income (loss) per share Basic net income (loss) per share is computed by dividing net income (loss) allocated to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share adjusts net income (loss) and net income (loss) per common share for the effect of all potentially dilutive shares of Common Stock. Potential common shares consist of the Company’s outstanding public and private placement warrants to purchase Common Stock, as well as unvested restricted stock units (“RSUs”). For the three and nine months ended September 30, 2022, 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 potential common shares have been excluded from the computation of diluted net loss per common share for the three and nine months ended September 30, 2023, as the effect would be to reduce the net loss per common share. The following is a reconciliation of the numerator and denominator of the diluted net income (loss) per share computations for the periods indicated below: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic and diluted (loss) income per share: Net (loss) income $ ( 17,711 ) $ 59,292 $ ( 37,013 ) $ 12,574 Weighted average shares outstanding - basic 251,789,350 247,508,745 249,858,033 248,461,373 Add: RSUs - 833,455 - 321,292 Weighted average shares outstanding - diluted 251,789,350 248,342,200 249,858,033 248,782,665 Net (loss) income per share - basic $ ( 0.07 ) $ 0.24 $ ( 0.15 ) $ 0.05 Net (loss) income per share - diluted $ ( 0.07 ) $ 0.24 $ ( 0.15 ) $ 0.05 The following table presents the common shares that are excluded from the computation of diluted net income (loss) per common share at September 30, 2023 and 2022, because including them would have been antidilutive. September 30, 2023 2022 Public warrants 8,499,980 8,499,980 Private placement warrants 114,000 114,000 Unvested RSUs 21,234,610 15,364,457 29,848,590 23,978,437
Recently Issued and Adopted Accounting Pronouncements	Recently issued and adopted accounting pronouncements In June 2016, the FASB issued Accounting Standards Update ASU No. 2016‑13 , Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which was codified with its subsequent amendments as ASC Topic 326, Financial Instruments – Credit Losses (“ASC 326”). ASC 326 seeks to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments, including trade receivables, and other commitments to extend credit held by a reporting entity at each reporting date. The amendments require an entity to replace the incurred loss impairment methodology in other GAAP with a methodology that reflects current expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The adoption of this guidance on January 1, 2023 did not have a material impact on the Company’s unaudited condensed consolidated financial statements and disclosures. 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.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Schedule of Reconciliation of Numerator and Denominator of the Diluted Net Income (Loss) Per Share	The following is a reconciliation of the numerator and denominator of the diluted net income (loss) per share computations for the periods indicated below: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic and diluted (loss) income per share: Net (loss) income $ ( 17,711 ) $ 59,292 $ ( 37,013 ) $ 12,574 Weighted average shares outstanding - basic 251,789,350 247,508,745 249,858,033 248,461,373 Add: RSUs - 833,455 - 321,292 Weighted average shares outstanding - diluted 251,789,350 248,342,200 249,858,033 248,782,665 Net (loss) income per share - basic $ ( 0.07 ) $ 0.24 $ ( 0.15 ) $ 0.05 Net (loss) income per share - diluted $ ( 0.07 ) $ 0.24 $ ( 0.15 ) $ 0.05
Computation of Diluted Net Income (Loss) Per Common Share	The following table presents the common shares that are excluded from the computation of diluted net income (loss) per common share at September 30, 2023 and 2022, because including them would have been antidilutive. September 30, 2023 2022 Public warrants 8,499,980 8,499,980 Private placement warrants 114,000 114,000 Unvested RSUs 21,234,610 15,364,457 29,848,590 23,978,437

Bitcoin (Tables)

Bitcoin (Tables)	9 Months Ended
	Sep. 30, 2023
CryptocurrenciesAbstract
Schedule of Bitcoin	The following table presents information about the Company’s bitcoin (in thousands): Balance as of January 1, 2023 $ 6,283 Bitcoin received from equity investees 317 Revenue recognized from bitcoin mined, net of receivable 83,162 Proceeds from sale of bitcoin, net of realized gain ( 68,019 ) Impairment of bitcoin ( 8,076 ) Balance as of September 30, 2023 $ 13,667

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Summary of Property and Equipment	Property and equipment, net consisted of the following (in thousands): September 30, 2023 December 31, 2022 Miners and mining equipment $ 160,477 $ 79,909 Leasehold improvements 135,688 94,807 Software 1,342 596 Office and computer equipment 279 88 Autos 73 73 Furniture and fixtures 88 69 Construction-in-progress 3,167 20,437 Total cost of property and equipment 301,114 195,979 Less: accumulated depreciation ( 42,819 ) ( 4,195 ) Property and equipment, net $ 258,295 $ 191,784

Security Deposits (Tables)

Security Deposits (Tables)	9 Months Ended
	Sep. 30, 2023
Deposit Assets Disclosure [Abstract]
Schedule Of security deposits consisted	September 30, 2023 December 31, 2022 Luminant Power Purchase Agreement collateral $ 12,554 $ 12,554 Luminant Purchase and Sale Agreement collateral 3,063 3,063 Operating lease security deposits 967 960 Other deposits 1,002 1,153 Total security deposits $ 17,586 $ 17,730

Supplemental Financial Inform_2

Supplemental Financial Information (Tables)	9 Months Ended
	Sep. 30, 2023
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, 2023 December 31, 2022 Taxes (primarily sales tax) $ 12,551 $ 18,798 Power costs 4,594 - Employee compensation 3,636 - Finance lease (1) 1,742 339 Legal settlement (2) 1,500 - Other 790 216 Total accrued expenses and other current liabilities $ 24,813 $ 19,353 __________ (1) See Note 11. Leases for additional information regarding the Company’s finance leases. (2) See Note 12. Commitments and Contingencies for additional information regarding the legal settlement accrual as of September 30, 2023 .

Investment in Equity Investees

Investment in Equity Investees (Tables)	9 Months Ended
	Sep. 30, 2023
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, 2023 consisted of the following (in thousands): Balance as of January 1, 2023 $ 37,478 Cost of contributed mining equipment and other capital contributions 4,435 Accretion of basis differences related to miner contributions 5,012 Capital distributions ( 3,807 ) Bitcoin received from equity investees ( 317 ) Equity in net losses of equity investees ( 9,192 ) Balance as of September 30, 2023 $ 33,609

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2023
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, 2023 2022 2023 2022 Finance leases: Amortization of ROU assets (1) $ 1,481 $ - $ 3,297 $ - Interest on lease liability 600 - 1,478 - Total finance lease expense 2,081 - 4,775 - Operating leases: Operating lease expense 470 391 1,391 1,009 Variable lease cost - - - - Total operating lease expense 470 391 1,391 1,009 Total lease expense $ 2,551 $ 391 $ 6,166 $ 1,009 __________ (1) Amortization of finance lease ROU assets is included within depreciation expense.
Schedule of Other Information Related to Leases	Other information related to the Company’s leases is shown below (dollar amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating cash flows - operating lease $ 396 $ - $ 1,187 $ - Right-of-use assets obtained in exchange for operating lease liabilities $ - $ - $ - $ 5,859 September 30, 2023 December 31, 2022 Weighted-average remaining lease term – finance lease (in years) 3.2 4.7 Weighted-average remaining lease term – operating lease (in years) 3.7 4.4 Weighted-average discount rate – finance lease 11.0 % 11.0 % Weighted-average discount rate – operating lease 10.9 % 10.9 % Finance lease ROU assets (1) $ 25,186 $ 14,471 __________ (1) As of September 30, 2023 and December 31, 2022, the Company had recorded accumulated amortization of approximately $ 1.5 million and $ 0.5 million , respectively, for the finance lease ROU assets. Finance lease ROU assets are recorded within property and equipment, net on the Company’s consolidated balance sheets.
Schedule of Future Minimum Lease Payments	As of September 30, 2023, future minimum lease payments during the next five years are as follows (in thousands): Finance Lease Operating Lease Total Remaining Period Ended December 31, 2023 $ 4,693 $ 394 $ 5,087 Year Ended December 31, 2024 4,834 1,581 6,415 Year Ended December 31, 2025 4,834 1,581 6,415 Year Ended December 31, 2026 4,834 1,581 6,415 Year Ended December 31, 2027 3,223 659 3,882 Total lease payments 22,418 5,796 28,214 Less present value discount ( 3,654 ) ( 1,034 ) ( 4,688 ) Total $ 18,764 $ 4,762 $ 23,526

Share-based Compensation (Table

Share-based Compensation (Tables)	9 Months Ended
	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Schedule of Share-based Compensation Expense	The Company recognized total share-based compensation expense in general and administrative expenses 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, 2023 2022 2023 2022 Service-based RSUs $ 7,038 $ 7,078 $ 17,865 $ 19,936 Performance-based RSUs 3,416 3,416 10,136 10,136 Common stock, fully-vested 245 - 686 - Total share-based compensation expense $ 10,699 $ 10,494 $ 28,687 $ 30,072
Service-Based RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Summary of Unvested RSU Activity	A summary of the Company’s unvested Service-based RSU activity for the nine months ended September 30, 2023 is shown below: Number of Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2023 14,441,044 $ 3.96 Granted 6,993,565 $ 2.27 Vested ( 4,457,709 ) $ 4.05 Unvested at September 30, 2023 16,976,900 $ 3.24

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2023
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, 2023 Level 1 Level 2 Level 3 Total Assets included in: Cash and cash equivalents Money market securities $ 3,208 $ - $ - $ 3,208 Accounts receivable 360 - - 360 Derivative asset - - 80,050 80,050 $ 3,568 $ - $ 80,050 $ 83,618 Liabilities included in: Warrant liability $ - $ - $ 56 $ 56 $ - $ - $ 56 $ 56 Fair Value Measured as of December 31, 2022 Level 1 Level 2 Level 3 Total Assets included in: Cash and cash equivalents Money market securities $ 10,943 $ - $ - $ 10,943 Accounts receivable 98 - - 98 Derivative asset - - 66,702 66,702 $ 11,041 $ - $ 66,702 $ 77,743 Liabilities included in: Warrant liability $ - $ - $ 7 $ 7 $ - $ - $ 7 $ 7
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, 2023 (in thousands): Balance as of January 1, 2023 $ 66,702 Change in fair value 13,348 Balance as of September 30, 2023 $ 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: September 30, 2023 December 31, 2022 Risk-free rate 4.71 % 4.06 % Dividend yield rate 0.00 % 0.00 % Volatility 85.0 % 90.0 % Contractual term (in years) 2.9 3.7 Exercise price $ 11.50 $ 11.50
Summary of Change in the Fair Value of the Private Placement Warrants	The following table presents changes in the estimated fair value of the Private Placement Warrants for the nine months ended September 30, 2023 (in thousands): Balance as of January 1, 2023 $ 7 Change in fair value 49 Balance as of September 30, 2023 $ 56

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Schedule of Common Shares Excluded from Computation of Diluted Net Loss Per Common Share	The following table presents the common shares that are excluded from the computation of diluted net income (loss) per common share at September 30, 2023 and 2022, because including them would have been antidilutive. September 30, 2023 2022 Public warrants 8,499,980 8,499,980 Private placement warrants 114,000 114,000 Unvested RSUs 21,234,610 15,364,457 29,848,590 23,978,437

Organization - Additional Infor

Organization - Additional Information (Detail)		3 Months Ended		9 Months Ended
	Aug. 04, 2023	Sep. 30, 2023 USD ($) Mining $ / shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) DataCenters Mining $ / shares	Sep. 30, 2022 USD ($)	Aug. 14, 2023 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value | $ / shares		$ 0.001		$ 0.001				$ 0.001
Cost of revenue		$ 13,008,000		$ 37,017,000
Power sales		2,720,000		8,469,000
Operating loss		18,196,000	$ (59,233,000)	35,957,000	$ (12,353,000)
Loss before taxes		18,808,000	(59,292,000)	37,425,000	(12,574,000)
Cash flow provided by operations				32,404,000	(8,891,000)
Cash and cash equivalents		3,342,000	28,111,000	3,342,000	28,111,000			$ 11,927,000		$ 209,841,000
Working capital		15,500,000		15,500,000
Stockholders' equity		342,687,000	$ 383,100,000	342,687,000	383,100,000		$ 343,210,000	342,892,000	$ 313,339,000	$ 353,531,000
Accumulated deficit		148,222,000		148,222,000				$ 111,209,000
Deposits on equipment				$ (4,533,000)	$ (184,095,000)
Number of bitcoin mining data centers | DataCenters				4
Number of bitcoin wholly-owned data centers | DataCenters				1
Number of bitcoin partially owned data centers | DataCenters				3
Proceeds from sale of coupons				$ 2,300,000
Sale Of Bitcoin				3,005
Proceeds from sale of Bitcoin				78,700,000
Term Credit Facility
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Credit facility						$ 10,000,000
Credit facility outstanding		$ 0		0
Out-of-period-adjustments
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cost of revenue				2,000,000
Power sales				1,600,000
Operating loss				(400,000)
Loss before taxes				(400,000)
Bitmain Technologies Limited
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Discounted coupon amount				$ 10,900,000
Coupon expiry date, month and year				2023-04
Odessa Facility
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cost of equipment transferred from deposits on equipment				$ 74,200,000
Total number of miners | Mining		61,024		61,024
Alborz Facility
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of miners and other mining equipment | Mining		12,953		12,953
Bear Facility
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of miners and other mining equipment | Mining		3,254		3,254
Chief Facility
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of miners and other mining equipment | Mining		3,254		3,254
Bitfury Top HoldCo
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Ownership percentage		79.30%		79.30%
Common stock, par value | $ / shares		$ 0.001		$ 0.001
Lock-up agreement expiration date	Aug. 27, 2023

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details) - ASU 2016-13	Sep. 30, 2023
Property, Plant and Equipment [Line Items]
Change in accounting principle, accounting standards update, adoption date	Jan. 01, 2023
Change in accounting principle, accounting standards update, adoption	true
Change in accounting principle, accounting standards update, immaterial effect [true false]	true

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Reconciliation of Numerator and Denominator of the Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Basic and diluted (loss) income per share:
Net (loss) income	$ (17,711)	$ 59,292	$ (37,013)	$ 12,574
Weighted average shares outstanding - basic	251,789,350	247,508,745	249,858,033	248,461,373
RSUs		833,455		321,292
Weighted average shares outstanding - diluted	251,789,350	248,342,200	249,858,033	248,782,665
Net (loss) income per share - basic	$ (0.07)	$ 0.24	$ (0.15)	$ 0.05
Net (loss) income per share - diluted	$ (0.07)	$ 0.24	$ (0.15)	$ 0.05

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Computation of Diluted Net Income (Loss) Per Common Share (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share	29,848,590	23,978,437
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share	8,499,980	8,499,980
Private Placement Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share	114,000	114,000
Unvested RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of net loss per common share	21,234,610	15,364,457

Bitcoin - Schedule of Bitcoin (

Bitcoin - Schedule of Bitcoin (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Bitcoin [Abstract]
Balance as of January 1, 2023			$ 6,283
Bitcoin received from equity investees			317	$ 3,139
Revenue recognized from bitcoin mined, net of receivable			83,162
Proceeds from sale of bitcoin, net of realized gain			(68,019)
Impairment of bitcoin	$ (3,443)	$ (320)	(8,076)	$ (859)
Balance as of September 30, 2023	$ 13,667		$ 13,667

Bitcoin - Additional Informatio

Bitcoin - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Bitcoin [Abstract]
Fair market value of Bitcoin in level 1 input	$ 14.5		$ 14.5
Impairment charges on bitcoin	$ 3.4	$ 0.3	$ 8.1	$ 0.9

Derivative Asset - Additional I

Derivative Asset - Additional Information (Details) - Luminant Power Agreement - USD ($) $ in Millions				3 Months Ended	9 Months Ended
	Aug. 23, 2023	Aug. 26, 2022	Feb. 28, 2022	Sep. 30, 2023	Sep. 30, 2023
Derivative Instruments, Gain (Loss) [Line Items]
Effective agreement date for scheduled amount of energy					Jul. 01, 2022
Sale of electricity back to ERCOT				$ 2.7	$ 8.5
Luminant ET Services Company LLC
Derivative Instruments, Gain (Loss) [Line Items]
Definitive power purchase agreement date					Jun. 23, 2021
Definitive power purchase agreement amendment date					Jul. 09, 2021
Definitive power purchase agreement further amendment date	Aug. 23, 2023	Aug. 26, 2022	Feb. 28, 2022
Term of power agreement					5 years

Property and Equipment - Summar

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	$ 301,114	$ 195,979
Less: accumulated depreciation	(42,819)	(4,195)
Property and equipment, net	258,295	191,784
Miners and Mining Equipment
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	160,477	79,909
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	135,688	94,807
Software
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	1,342	596
Office and Computer Equipment
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	279	88
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	69
Construction in Progress
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	$ 3,167	$ 20,437

Property and Equipment - Additi

Property and Equipment - Additional Information (Details) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2023 USD ($) Miner	Mar. 31, 2023 USD ($) Miner	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) Miner	Sep. 30, 2022 USD ($)
Property, Plant and Equipment [Line Items]
Construction-in-progress placed into service | $				$ 37,500
Depreciation expense | $	$ 16,217		$ 11	42,284	$ 26
Accretion expense related to asset retirement obligation | $	$ 400			$ 1,300
Bitmain
Property, Plant and Equipment [Line Items]
Aggregate cost | $		$ 1,600
Number of miners deployed		4,622
SuperAcme Technology (Hong Kong) Limited
Property, Plant and Equipment [Line Items]
Aggregate cost | $		$ 50,700
Number of MicroBT miners deployed		17,094
Odessa Facility
Property, Plant and Equipment [Line Items]
Number of MicroBT miners deployed	35,117			35,117
Number of antminer pro miners deployed	14,907			14,907
Number of Canaan miners deployed	11,000			11,000
Number of miners deployed	61,024			61,024

Deposits on Equipment - Additio

Deposits on Equipment - Additional Information (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)	Oct. 04, 2023 USD ($)	Dec. 31, 2022 USD ($) ProMiner	Nov. 30, 2022 ProMiner
Property, Plant and Equipment [Line Items]
Deposits on equipment	$ 1,220		$ 73,018
Bitmain Technologies Limited
Property, Plant and Equipment [Line Items]
Description of purchase agreements	the Company agreed to purchase 5,000 and 2,200, respectively, S19j Pro miners from Bitmain. The Company utilized accumulated Bitmain credits and coupons for the majority of the purchase price for these miners and has no further payments due in respect of these orders. Information regarding the quantity of Bitmain miners received pursuant to these agreements during the nine months ended September 30, 2023 is disclosed in Note 5. Property and Equipment. As of September 30, 2023, the Company did not have material open purchase agreement commitments.
Number of miners to be purchased | ProMiner			2,200	5,000
Deposits on equipment	$ 1,200
Bitmain Technologies Limited | Miner Purchase
Property, Plant and Equipment [Line Items]
Description of purchase agreements	the Company entered into an agreement with Bitmain to purchase 1.2 EH/s worth of Bitmain’s new HASH Super Computing Servers (Antminer S21-200.0T model) for a total purchase price of $24.0 million to be paid in cash and coupons, or $16.8 million in cash after applying coupons. The Company expects to make periodic payments in accordance with the payment schedule under this agreement, with the final payment expected to occur one year after the delivery of the last batch of miners. Related to this agreement, in September 2023, the Company made a $1.2 million deposit for the related equipment, representing the balance of deposits on equipment as of September 30, 2023. Batches of the Antminer S21 miners are expected to be delivered between January and June 2024.
Bitmain Technologies Limited | Subsequent Event | Miner Purchase
Property, Plant and Equipment [Line Items]
Total purchase commitment		$ 24,000
Purchase obligation to be paid in cash, net of coupons		$ 16,800

Investment in Equity Investee_2

Investment in Equity Investees - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Schedule of Equity Method Investments [Line Items]
Remaining Basis Differences Not Yet Been Accreted	$ 26.4		$ 26.4
Alborz, Bear & Chief Equity Investees
Schedule of Equity Method Investments [Line Items]
Company's share of equity method investment loss	$ 2	$ 8.3	$ 4.2	$ 20.6
Alborz, Bear and Chief Joint Ventures | Miners and Mining Equipment
Schedule of Equity Method Investments [Line Items]
Estimated useful lives of assets	5 years		5 years
Initial Data Center LLC
Schedule of Equity Method Investments [Line Items]
Percentage of interest in joint venture			49%

Investment in Equity Investee_3

Investment in Equity Investees - Schedule of Activity in Investment in Equity Investee (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Equity Method Investments and Joint Ventures [Abstract]
Balance, January 1, 2023	$ 37,478
Cost of contributed mining equipment and other capital contributions	4,435
Accretion of basis differences related to miner contributions	5,012
Capital distributions	(3,807)	$ (43,291)
Bitcoin received from equity investees	(317)	$ (3,139)
Equity in net loss of equity investee	(9,192)
Balance as of September 30, 2023	$ 33,609

Security Deposits - Schedule of

Security Deposits - Schedule of Security Deposits Consisted (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Operating lease security deposits	$ 967	$ 960
Other deposits	1,002	1,153
Total security deposits	17,586	17,730
Luminant Power Purchase Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collateral amount	12,554	12,554
Luminant Purchase and Sale Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collateral amount	$ 3,063	$ 3,063

Supplemental Financial Inform_3

Supplemental Financial Information - Additional Information (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Prepaid expenses and other current assets	$ 3,962	$ 7,254
Wind HQ
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Temporarily held cryptocurrency		$ 1,200

Supplemental Financial Inform_4

Supplemental Financial Information - Schedule of Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accrued Expenses And Other Current Liabilities [Abstract]
Taxes (primarily sales tax)	$ 12,551	$ 18,798
Power costs	4,594
Employee compensation	3,636
Finance lease	1,742	339
Legal settlement	1,500
Other	790	216
Total accrued expenses and other current liabilities	$ 24,813	$ 19,353

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Investment in equity investees	$ 33,609	$ 37,478
Bitcoin	13,667	6,283
Bitfury USA Inc
Related Party Transaction [Line Items]
Payment for manufacturing services on behalf of related party	5,800
Data Center LLCs
Related Party Transaction [Line Items]
Accounts receivable	0	1,100
Additional receivable	1,000
Investment in equity investees	$ 2,100
Wind HQ
Related Party Transaction [Line Items]
Bitcoin		1,200
Bitcoin received as payment for services		$ 300

Leases - Additional Information

Leases - Additional Information (Details)			1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 23, 2023	Jul. 11, 2023 USD ($)	Jun. 30, 2023 Miner	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	May 04, 2023 Miner
Lessee, Lease, Description [Line Items]
Lease initial term						64 months
Lease commencement date						Feb. 01, 2022
Variable lease costs				$ 0	$ 0	$ 0	$ 0
Combined Luminant Lease Agreements
Lessee, Lease, Description [Line Items]
Undiscounted principal and interest lease total		$ 19,700,000
Principal and interest due over period		4 years
Lease initial term						5 years
Lease commencement date						Nov. 22, 2022
Combined Luminant Lease Agreements | Second amendment and restatement
Lessee, Lease, Description [Line Items]
Lease term end date	Jul. 31, 2027
Canaan Agreement
Lessee, Lease, Description [Line Items]
Payment of miners						$ 4,100,000
Monthly installment payment for miners						$ 1,700,000
Number of miners delivered | Miner			11,000
Affiliates of Luminant ET Services Company LLC
Lessee, Lease, Description [Line Items]
Lease agreement date						Jun. 29, 2021
Lease amendment and restatement date						Jul. 09, 2021
Affiliates of Luminant ET Services Company LLC | Second amendment and restatement
Lessee, Lease, Description [Line Items]
Lease amendment and restatement date						Aug. 23, 2023
Canaan Creative Global Pte. Ltd | Canaan Agreement
Lessee, Lease, Description [Line Items]
Number of new A1346 model miners purchased | Miner								11,000

Leases - Schedule of Components

Leases - Schedule of Components of Lease Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Finance lease:
Amortization of ROU asset	$ 1,481		$ 3,297
Interest on lease liability	600		1,478
Total finance lease expense	2,081		4,775
Operating leases:
Operating lease expense	470	$ 391	1,391	$ 1,009
Total operating lease expense	470	391	1,391	1,009
Total lease expense	$ 2,551	$ 391	$ 6,166	$ 1,009

Leases - Schedule of Other Info

Leases - Schedule of Other Information Related to Lease (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Leases [Abstract]
Operating cash flows - operating lease	$ 396	$ 1,187
Right-of-use assets obtained in exchange for operating lease liabilities			$ 5,859
Weighted-average remaining lease term - finance lease (in years)	3 years 2 months 12 days	3 years 2 months 12 days		4 years 8 months 12 days
Weighted-average remaining lease term - operating lease (in years)	3 years 8 months 12 days	3 years 8 months 12 days		4 years 4 months 24 days
Weighted-average discount rate - finance lease	11%	11%		11%
Weighted-average discount rate - operating lease	10.90%	10.90%		10.90%
Finance lease ROU asset	$ 25,186	$ 25,186		$ 14,471
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, Plant and Equipment, Net	Property, Plant and Equipment, Net		Property, Plant and Equipment, Net

Leases - Schedule of Other In_2

Leases - Schedule of Other Information Related to Leases (Parenthetical) (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Accumulated amortization for finance lease ROU asset	$ 1.5	$ 0.5

Leases - Schedule of Future Min

Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Finance lease:
Remaining Period Ended December 31, 2023	$ 4,693
Year Ended December 31, 2024	4,834
Year Ended December 31, 2025	4,834
Year Ended December 31, 2026	4,834
Year Ended December 31, 2027	3,223
Total lease payments	22,418
Less present value discount	(3,654)
Total	18,764
Operating leases:
Remaining Period Ended December 31, 2023	394
Year Ended December 31, 2024	1,581
Year Ended December 31, 2025	1,581
Year Ended December 31, 2026	1,581
Year Ended December 31, 2027	659
Total lease payments	5,796
Less present value discount	(1,034)
Total	4,762
Total
Remaining Period Ended December 31, 2023	5,087
Year Ended December 31, 2024	6,415
Year Ended December 31, 2025	6,415
Year Ended December 31, 2026	6,415
Year Ended December 31, 2027	3,882
Total lease payments	28,214
Less present value discount	(4,688)
Total	$ 23,526

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($)				3 Months Ended
	Aug. 14, 2023	Jul. 11, 2023	Sep. 29, 2022	Jun. 30, 2023
Master Loan Agreement
Loss Contingencies [Line Items]
Credit Facility	$ 10,000,000
Federal Funds Target Rate | Master Loan Agreement
Loss Contingencies [Line Items]
Debt instrument, basis spread on variable rate	2.50%
Luminant Power Agreement
Loss Contingencies [Line Items]
Amount received from Power Agreement			$ 5,100,000
Proceeds from power sales			$ 1,700,000
Accrual cost of resolving claims				$ 2,000,000
Combined Luminant Lease Agreements
Loss Contingencies [Line Items]
Undiscounted principal and interest lease total		$ 19,700,000
Principal and interest due over period		4 years

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions			9 Months Ended
	Aug. 03, 2023	Sep. 21, 2022	Sep. 30, 2023	Dec. 31, 2022
Shares authorized			510,000,000
Share par value			$ 0.001
Common stock, shares authorized			500,000,000	500,000,000
Preferred stock, shares authorized			10,000,000	10,000,000
Common stock voting rights			one vote
Common stock, shares issued			259,682,742	251,095,305
Aggregate amount of offering price to be received		$ 500
At the Market Offering Agreement | Maximum
Aggregate amount of offering price to be received	$ 250	$ 250
Aggregate amount of gross proceeds	$ 250
Designated agent commission percentage	3%
Prior Sales Agreement
Proceeds received from sale of common stock			$ 11.3
Sale of shares of common stock			3,809,943
Sale of stock, price per share			$ 3.02
Incentive Award Plan | Officers, employees and consultants
Shares issued			4,457,708
Incentive Award Plan | Directors
Common stock, shares issued			319,786
Restricted Stock Units | Officers, employees and consultants
Repurchase of common stock related to tax withholding settlement			1,581,217
Repurchase of common stock related to tax withholding settlement, fair value			$ 3.2

Warrants - Additional Informati

Warrants - Additional Information (Details) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Subsidiary Sale Of Stock [Line Items]
Number of common stock entitled to purchase	1
Exercise price of warrants	$ 11.50
Private Placement Warrants
Subsidiary Sale Of Stock [Line Items]
Warrant outstanding		114,000
Public Warrants
Subsidiary Sale Of Stock [Line Items]
Warrant outstanding	8,499,980

Share-based Compensation - Addi

Share-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		9 Months Ended
	Aug. 27, 2021	Sep. 30, 2023	Jan. 01, 2023	Dec. 31, 2022
Common Stock
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation arrangement by share-based payment award, description		Initially, up to 19,869,312 shares of Common Stock were available for issuance under awards granted pursuant to the Incentive Award Plan. In addition, the number of shares of Common Stock available for issuance under the Incentive Equity Plan is increased on January 1 of each calendar year beginning in 2022 and ending in 2031 by an amount equal to 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.
Service-Based RSUs
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Unrecognized compensation expense		$ 26.2
Unrecognized compensation expense, weighted-average vesting period		1 year 6 months
Share-based compensation award vest upon achievement of maximum market capitalization		$ 10,000
Number of unvested shares		16,976,900		14,441,044
Weighed average grant date fair value		$ 3.24		$ 3.96
Performance-Based RSUs
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Unrecognized compensation expense		$ 7.7
Unrecognized compensation expense, weighted-average vesting period		8 months 12 days
Number of unvested shares		4,257,710
Weighed average grant date fair value		$ 7.76		$ 7.76
Equity Incentive Plan
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Maximum percentage of annual increase in shares available for incentive plan to outstanding common stock	3%
Equity Incentive Plan | Common Stock | Maximum
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Number of shares available for issuance of awards	19,869,312
Incentive Award Plan | Common Stock
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Number of shares available for issuance of awards		6,282,366
Number of shares available for issuance of awards increase (decrease)			7,426,559
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
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
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
Award lookback period		30 days

Share-based Compensation - Sche

Share-based Compensation - Schedule of Share-based Compensation Expense (Details) - General and Administrative Expense - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 10,699	$ 10,494	$ 28,687	$ 30,072
Service-Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	7,038	7,078	17,865	19,936
Performance-Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	3,416	$ 3,416	10,136	$ 10,136
Common Stock, Fully-Vested
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 245		$ 686

Share-based Compensation - Summ

Share-based Compensation - Summary of Unvested RSU Activity (Details) - Service-Based RSUs	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares, Unvested, Beginning | shares	14,441,044
Number of Shares, Granted | shares	6,993,565
Number of Shares, Vested | shares	(4,457,709)
Number of Shares, Unvested, Ending | shares	16,976,900
Weighted Average Grant Date Fair Value, Unvested, Beginning | $ / shares	$ 3.96
Weighted Average Grant Date Fair Value, Granted | $ / shares	2.27
Weighted Average Grant Date Fair Value, Vested | $ / shares	4.05
Weighted Average Grant Date Fair Value, Unvested, Ending | $ / shares	$ 3.24

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Financial Assets And Liabilities Measurement on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Assets included in:
Accounts receivable	$ 360	$ 98
Assets, fair value	83,618	77,743
Liabilities:
Liabilities, fair value	56	7
Level 1
Assets included in:
Accounts receivable	360	98
Assets, fair value	3,568	11,041
Level 3
Assets included in:
Assets, fair value	80,050	66,702
Liabilities:
Liabilities, fair value	56	7
Warrant Liability
Liabilities:
Liabilities, fair value	56	7
Warrant Liability | Level 3
Liabilities:
Liabilities, fair value	56	7
Money Market Securities
Assets included in:
Cash and cash equivalents	3,208	10,943
Money Market Securities | Level 1
Assets included in:
Cash and cash equivalents	3,208	10,943
Derivative Asset
Assets included in:
Assets, fair value	80,050	66,702
Derivative Asset | Level 3
Assets included in:
Assets, fair value	$ 80,050	$ 66,702

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - Level 3		9 Months Ended	12 Months Ended
	Jul. 01, 2022	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Percentage of discount rate utilized		7.55%	6.83%
Luminant Power Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative term of contract	3 years 7 months 6 days

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Change in Estimated Fair Value of Derivative Asset (Details) - Level 3 - Derivative Asset $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance, beginning of period	$ 66,702
Change in fair value	$ 13,348
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
Balance, end of period	$ 80,050

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Assumptions Utilized in Valuations of Private Placement Warrants (Details) - Private Placement Warrants	Sep. 30, 2023	Dec. 31, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Term	2 years 10 months 24 days	3 years 8 months 12 days
Risk-free Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private placement warrants, Measurement input	0.0471	0.0406
Dividend Yield Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private placement warrants, Measurement input	0	0
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private placement warrants, Measurement input	0.85	0.90
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private placement warrants, Measurement input	11.5	11.5

Fair Value Measurements - Sum_4

Fair Value Measurements - Summary of Change in the Fair Value of the Private Placement Warrants (Details) - Private Placement Warrants $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Balance, beginning of period	$ 7
Change in fair value	$ 49
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants
Balance, end of period	$ 56

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income tax benefit percentage	1.10%

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) $ in Millions			9 Months Ended
	Nov. 06, 2023 USD ($) a	Sep. 21, 2022 USD ($)	Sep. 30, 2023	Oct. 04, 2023 USD ($)
Subsequent Event [Line Items]
Lease initial term			64 months
Aggregate amount of offering price to be received		$ 500
Subsequent Event | Miner Purchase | Bitmain Technologies Limited
Subsequent Event [Line Items]
Total purchase commitment				$ 24
Purchase obligation to be paid in cash, net of coupons				$ 16.8
Subsequent Event | Black Pearl Purchase
Subsequent Event [Line Items]
Collateral amount	$ 6.3
Subsequent Event | Black Pearl Purchase | Trinity Mining Group, Inc.
Subsequent Event [Line Items]
Lease initial term	10 years
Lease option to extend	four consecutive options to renew for periods of ten years each
Purchase price consideration for assets	$ 7
Purchase price payment method	The Purchase Price will be paid by delivery of a number of whole shares of the Company’s common stock. The amount of the Company’s stock to be delivered under the PSA will be calculated by dividing the Purchase Price by the volume weighted average price of the Company’s common stock traded on the Nasdaq Global Select Market for the thirty (30) trading days immediately preceding the signing of the Purchase and Sale Agreement, determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.
Subsequent Event | Black Pearl Purchase | Trinity Mining Group, Inc. | Minimum
Subsequent Event [Line Items]
Area of land | a	50