Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2021 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Registrant Name | Cipher Mining Inc. |
Entity Central Index Key | 0001819989 |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jul. 31, 2021 | Jun. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2020 |
Assets | ||||
Cash | $ 655,172 | $ 0 | ||
Prepaid expenses | 16,936 | |||
Total current assets | 672,108 | |||
Property and equipment, net | 4,094 | 1,637 | ||
Deferred offering costs | 2,775,767 | 171,450 | ||
Deferred investment costs | 205,000 | |||
Deposits | 3,368,586 | |||
Total Assets | 7,025,555 | 173,087 | ||
Liabilities and Stockholders' Equity | ||||
Accrued legal costs | 2,705,000 | 171,450 | ||
Accounts payable | 203,692 | 1,919 | ||
Accounts payable, related party | 47,475 | |||
Accrued expenses | 25,651 | 3,198 | ||
Related party loan | 4,864,316 | |||
Total current liabilities | 7,846,134 | 176,567 | ||
Total Liabilities | 7,846,134 | 176,567 | ||
Commitments | ||||
Stockholders' Equity: | ||||
Common stock | 1 | 1 | ||
Subscription receivable | (5) | |||
Additional paid-in capital | 4 | 4 | ||
Accumulated Deficit | (820,584) | (3,480) | ||
Total stockholders' equity | (820,579) | (3,480) | ||
Total Liabilities and Stockholders' Equity | $ 7,025,555 | $ 173,087 | ||
GOOD WORKS ACQUISITION CORP. [Member] | ||||
Assets | ||||
Cash | $ 127,722 | $ 1,276,364 | ||
Prepaid expenses | 247,593 | 297,371 | ||
Total current assets | 375,315 | 1,573,735 | ||
Cash and securities held in Trust Account | 170,032,591 | 170,027,342 | ||
Total Assets | 170,407,906 | 171,601,077 | ||
Liabilities and Stockholders' Equity | ||||
Accounts payable and accrued expenses | 918,867 | 129,388 | ||
Total current liabilities | 918,867 | 129,388 | ||
Warrant liability | 199,402 | 123,070 | ||
Total Liabilities | 1,118,269 | 252,458 | ||
Commitments | ||||
Common stock subject to possible redemption | 170,000,000 | 166,348,609 | ||
Stockholders' Equity: | ||||
Preferred stock | ||||
Common stock | 4,478 | 4,843 | ||
Additional paid-in capital | 1,451,170 | 5,102,198 | ||
Accumulated Deficit | (2,166,011) | (107,031) | ||
Total stockholders' equity | (710,363) | 5,000,010 | ||
Total Liabilities and Stockholders' Equity | $ 170,407,906 | $ 171,601,077 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jul. 31, 2021 | Jun. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2020 |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 5,000 | 5,000 | ||
Common stock, shares issued | 500 | 0 | ||
Common stock, shares outstanding | 500 | |||
Common stock shares subscribed but unissued | 0 | 500 | 0 | |
Common Stock, Shares Subscribed but Unissued | 0 | 500 | 0 | |
GOOD WORKS ACQUISITION CORP. [Member] | ||||
Common stock subject to possible redemption | 17,000,000 | 16,634,861 | ||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, shares issued | 4,478,000 | 4,843,139 | ||
Common stock, shares outstanding | 4,478,000 | 4,843,139 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | |
Costs and expenses: | |||||||
General and administrative | $ 3,475 | $ 814,424 | |||||
Depreciation and amortization | 5 | 664 | |||||
Total costs and expenses | 3,480 | 815,088 | |||||
Other expense | |||||||
Interest expense | (2,016) | ||||||
Total other expense | (2,016) | ||||||
Operating loss | (3,480) | (815,088) | |||||
Other income (expense) | |||||||
Net loss | $ (3,480) | $ (817,104) | |||||
Basic and diluted weighted average redeemable common shares outstanding (in Shares) | 436 | ||||||
Basic and diluted net loss per redeemable common share (in Dollars per share) | $ (1,874.09) | ||||||
GOOD WORKS ACQUISITION CORP. [Member] | |||||||
Costs and expenses: | |||||||
Total costs and expenses | $ 230,535 | $ 2,000 | $ 462,987 | $ 153,657 | $ 2,000 | ||
Other expense | |||||||
Business combination expenses | 859,590 | 1,569,432 | |||||
Operating loss | (1,090,125) | (2,000) | (2,032,419) | (153,657) | (2,000) | ||
Other income (expense) | |||||||
Interest income | 12,113 | 49,769 | 27,342 | ||||
Change in warrant liability | 34,540 | (76,332) | 19,284 | ||||
Total other income (expense) | 46,653 | (26,563) | 46,626 | ||||
Net loss | $ (1,043,472) | $ (2,000) | $ (2,058,982) | $ (107,031) | $ (2,000) | ||
Basic and diluted weighted average redeemable common shares outstanding (in Shares) | 17,000,000 | 16,818,439 | 16,723,356 | ||||
Basic and diluted net loss per redeemable common share (in Dollars per share) | $ 0 | $ 0 | $ 0 | ||||
Basic and diluted weighted average non-redeemable common shares outstanding (in Shares) | 4,478,000 | 0 | 4,659,492 | 4,483,216 | 0 | ||
Basic and diluted net loss per non-redeemable common share (in Dollars per share) | $ (0.23) | $ (0.44) | $ (0.02) |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity - USD ($) | Total | GOOD WORKS ACQUISITION CORP. | Common Stock | Common StockGOOD WORKS ACQUISITION CORP. | Subscription Receivable | Additional Paid-in Capital | Additional Paid-in CapitalGOOD WORKS ACQUISITION CORP. | Accumulated Deficit | Accumulated DeficitGOOD WORKS ACQUISITION CORP. |
Balance at Jun. 23, 2020 | |||||||||
Balance (in Shares) at Jun. 23, 2020 | |||||||||
Net loss | (107,031) | ||||||||
Issuance of common stock to founders | $ 25,000 | $ 4,312 | 20,688 | ||||||
Issuance of common stock to founders (in Shares) | 750,000 | 4,312,500 | |||||||
Sale of 1,355,000 to anchor investors | $ 1,355 | (1,355) | |||||||
Sale of 1,355,000 to anchor investors (in Shares) | 1,355,000 | ||||||||
Forfeiture of 1,355,000 by initial stockholders | $ (1,355) | 1,355 | |||||||
Forfeiture of 1,355,000 by initial stockholders (in Shares) | (1,355,000) | ||||||||
Sale of 562,500 to GW Sponsor 2, LLC | 163,125 | $ 563 | 162,562 | ||||||
Sale of 562,500 to GW Sponsor 2, LLC (in Shares) | 562,500 | ||||||||
Forfeiture of 562,500 by initial stockholders | $ (563) | 563 | |||||||
Forfeiture of 562,500 by initial stockholders (in Shares) | (562,500) | ||||||||
Sale of 15,000,000 Units on October 22, 2020 through public offering | 150,000,000 | $ 15,000 | 149,985,000 | ||||||
Sale of 15,000,000 Units on October 22, 2020 through public offering (in Shares) | 15,000,000 | ||||||||
Sale of 228,000 Private Units on October 22, 2020 | 2,280,000 | $ 228 | 2,279,772 | ||||||
Sale of 228,000 Private Units on October 22, 2020 (in Shares) | 228,000 | ||||||||
Sale of 1,500,000 Units on October 26, 2020 through over-allotment | 15,000,000 | $ 1,500 | 14,998,500 | ||||||
Sale of 1,500,000 Units on October 26, 2020 through over-allotment (in Shares) | 1,500,000 | ||||||||
Sale of 500,000 Units on November 17, 2020 through over-allotment | 5,000,000 | $ 500 | 4,999,500 | ||||||
Sale of 500,000 Units on November 17, 2020 through over-allotment (in Shares) | 500,000 | ||||||||
Forfeiture of 62,500 by initial stockholders | $ (63) | 63 | |||||||
Forfeiture of 62,500 by initial stockholders (in Shares) | (62,500) | ||||||||
Underwriters' discount | (450,000) | (450,000) | |||||||
Other offering expenses | (420,121) | (420,121) | |||||||
Fair value of derivative warrant liabilities issued in private placement (Restated) | (142,353) | (142,353) | |||||||
Net loss (Restated) | (107,031) | (107,031) | |||||||
Maximum number of redeemable shares (Restated) | (166,348,610) | $ (16,634) | (166,331,976) | ||||||
Maximum number of redeemable shares (Restated) (in Shares) | (16,634,861) | ||||||||
Balance at Dec. 31, 2020 | 5,000,010 | $ 4,843 | 5,102,198 | (107,031) | |||||
Balance (in Shares) at Dec. 31, 2020 | 4,843,139 | ||||||||
Net loss | (1,015,510) | (1,015,510) | |||||||
Change in value of common stock subject to possible redemption | (3,651,392) | $ (365) | (3,651,028) | 1 | |||||
Change in value of common stock subject to possible redemption (in Shares) | (364,139) | ||||||||
Balance at Mar. 31, 2021 | 333,108 | $ 4,478 | 1,451,170 | (1,122,540) | |||||
Balance (in Shares) at Mar. 31, 2021 | 4,478,000 | ||||||||
Balance at Dec. 31, 2020 | 5,000,010 | $ 4,843 | 5,102,198 | (107,031) | |||||
Balance (in Shares) at Dec. 31, 2020 | 4,843,139 | ||||||||
Net loss | $ (2,058,982) | ||||||||
Issuance of common stock to founders (in Shares) | 750,000 | ||||||||
Balance at Jun. 30, 2021 | $ (710,363) | $ 4,478 | 1,451,170 | (2,166,011) | |||||
Balance (in Shares) at Jun. 30, 2021 | 4,478,000 | ||||||||
Balance at Jan. 06, 2021 | |||||||||
Balance (in Shares) at Jan. 06, 2021 | |||||||||
Subscription receivable | $ 1 | (5) | 4 | ||||||
Subscription receivable (in Shares) | 500 | ||||||||
Net loss | (3,480) | (3,480) | |||||||
Balance at Jan. 31, 2021 | (3,480) | $ 1 | (5) | 4 | (3,480) | ||||
Balance (in Shares) at Jan. 31, 2021 | 500 | ||||||||
Cash received for common stock subscribed | 5 | 5 | |||||||
Net loss | (817,104) | (817,104) | |||||||
Balance at Jul. 31, 2021 | $ (820,579) | $ 1 | $ 4 | $ (820,584) | |||||
Balance (in Shares) at Jul. 31, 2021 | 500 | ||||||||
Balance at Mar. 31, 2021 | 333,108 | $ 4,478 | 1,451,170 | (1,122,540) | |||||
Balance (in Shares) at Mar. 31, 2021 | 4,478,000 | ||||||||
Net loss | (1,043,472) | (1,043,472) | |||||||
Balance at Jun. 30, 2021 | $ (710,363) | $ 4,478 | $ 1,451,170 | $ (2,166,011) | |||||
Balance (in Shares) at Jun. 30, 2021 | 4,478,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders' Equity (Parentheticals) - GOOD WORKS ACQUISITION CORP. [Member] | 6 Months Ended |
Dec. 31, 2020shares | |
Over-Allotment | |
Sale of stock | 2,250,000 |
Common Stock | Anchor Investors | |
Sale of stock | 1,355,000 |
Common Stock | Initial stockholders | |
Sale of stock | 1,355,000 |
Common Stock | Initial stockholders | |
Sale of stock | 562,500 |
Common Stock | Sponsor 2, LLC | |
Sale of stock | 562,500 |
Common Stock | Public Offering | October 22, 2020 | |
Sale of stock | 15,000,000 |
Common Stock | Private Units | October 22, 2020 | |
Sale of stock | 228,000 |
Common Stock | Over-Allotment | October 26, 2020 | |
Sale of stock | 1,500,000 |
Common Stock | Over-Allotment | November 17, 2020 | |
Sale of stock | 500,000 |
Common Stock | Initial stockholders | |
Number of shares subject to forfeiture | 62,500 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Cash Flows - USD ($) | 1 Months Ended | 6 Months Ended | |||
Jan. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | |
Cash flows from operating activities: | |||||
Net loss | $ (3,480) | $ (817,104) | |||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||
Depreciation | 5 | 664 | |||
Changes in operating assets and liabilities: | |||||
Prepaid expenses | (16,936) | ||||
Accounts payable | 277 | 85,849 | |||
Accrued expenses | 3,198 | 22,453 | |||
Deposits | (3,104,270) | ||||
Accounts payable, related party | 44,354 | ||||
Net cash (used in) provided by operating activities | 0 | (3,784,990) | |||
Cash flows from financing activities: | |||||
Proceeds from sale of common stock to initial stockholders | 5 | ||||
Proceeds from note payable-related party | 4,600,000 | ||||
Payments for deferred offering costs | (159,843) | ||||
Net cash provided by financing activities | 4,440,162 | ||||
Net change in cash | 0 | 655,172 | |||
Cash, beginning of the period | 0 | 0 | |||
Cash, end of period | 0 | 655,172 | |||
Supplemental disclosure of cash flow information: | |||||
Deferred offering costs included in accrued legal costs | 171,450 | 2,328,551 | |||
Property and equipment in accounts payable, related party | $ 1,642 | 3,121 | |||
Deferred investment costs included in accrued legal costs | 205,000 | ||||
Deferred offering costs included in accounts payable | 115,924 | ||||
Deposits on equipment in related party loan | $ 264,316 | ||||
GOOD WORKS ACQUISITION CORP. [Member] | |||||
Cash flows from operating activities: | |||||
Net loss | $ (2,058,982) | $ (107,031) | $ (2,000) | ||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||
Change in warrant liability | 76,332 | (19,284) | |||
Interest earned on cash and marketable securities held in Trust Account | (5,249) | (27,342) | 0 | ||
Changes in operating assets and liabilities: | |||||
Prepaid expenses | 49,778 | (297,371) | (23,000) | ||
Accounts payable and accrued expenses | 789,479 | 129,388 | 50,000 | ||
Net cash (used in) provided by operating activities | (1,148,642) | (321,640) | 25,000 | ||
Cash flows from investing activities: | |||||
Investments held in Trust | (170,000,000) | ||||
Net cash used in investing activities | (170,000,000) | ||||
Cash flows from financing activities: | |||||
Proceeds from sale of common stock to initial stockholders | 25,000 | ||||
Proceeds from sale of Units, net of offering costs | 169,129,879 | ||||
Proceeds from sale of Private Placement Units | 2,280,000 | ||||
Sale of shares to GW Sponsor 2, LLC | 163,125 | ||||
Proceeds from note payable-related party | 135,000 | ||||
Payment of note payable-related party | (135,000) | ||||
Net cash provided by financing activities | 171,598,004 | ||||
Net change in cash | (1,148,642) | 1,276,364 | 25,000 | ||
Cash, beginning of the period | 1,276,364 | 0 | |||
Cash, end of period | 127,722 | 1,276,364 | 25,000 | ||
Supplemental disclosure of cash flow information: | |||||
Initial value of common stock subject to possible redemption (restated) | 167,567,559 | ||||
Change in common stock subject to possible redemption | $ 3,651,392 | $ (1,218,950) |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
GOOD WORKS ACQUISITION CORP. [Member] | ||
Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies | Note 1 – Description of Organization and Business Operations Good Works Acquisition Corp. (the “Company”) was incorporated in Delaware on June 24, 2020. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2021, the Company had not commenced any operations. All activity for the period from June 24, 2020 (inception) through June 30, 2021 relates to the Company’s formation and initial public offering (“Public Offering” or “IPO”), and since completion of the IPO, getting ready to consummate a Business Combination since the finding of their target company. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non- Initial Public Offering On October 22, 2020, the Company completed the sale of 15,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $150,000,000 which is described in Note 3. Simultaneous with the closing of the IPO, the Company completed the sale of 228,000 Private Units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to certain funds and accounts managed by Magnetar Financial LLC, Mint Tower Capital Management B.V., Periscope Capital Inc., and Polar Asset Management Partners Inc. (collectively, the “Anchor Investors”), generating gross proceeds of $2,228,000, which is described in Note 4. In connection with the IPO, the underwriters were granted a 45-day On November 17, 2020 the underwriters canceled the remainder of the Over-Allotment Option. In connection with the cancellation of the remainder of the Over-Allotment Option, on November 17, 2020, the Company cancelled an aggregate of 62,500 shares of common stock issued to I-B Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Management agreed that an amount equal to at least $10.00 per Unit sold in the Public Offering will be held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In the event of a complete liquidation of the Company, the Trust Account could be further reduced by up to $100,000 for expenses of the liquidation). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 immediately before or after such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor, an affiliate of I-Bankers Inc.(“I-Bankers Sponsor and the Company’s management and Directors have agreed (a) to waive their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company has 21 months from the closing of the Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share In order to protect the amounts held in the Trust Account, Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On March 5 , Merger Agreement Merger Sub Cipher The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of Good Works and Cipher. The Business Combination The Merger Agreement provides for, among other things, the following transactions at the closing: (i) Merger Sub will merge with and into Cipher, with Cipher as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Good Works (the “ Merger connection with the Merger, (ii) Good Works will change its name to Cipher Mining Inc. The Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the “ Business Combination The Business Combination is expected to close in the second quarter of 2021, following the receipt of the required approval by Good Works stockholders and the fulfillment (or waiver) of other customary closing conditions. Business Combination Consideration In accordance with the terms and subject to the conditions of the Merger Agreement, each share of Cipher common stock, par value $0.001 issued and outstanding shall be converted into the right to receive four hundred thousand (400,000) shares of Good Works common stock, par value $0.001 (“ Good Works Common Stock Representations and Warranties; Covenants The Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including with respect to the operations of Good Works and Cipher and that each of the parties have undertaken to procure approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act Conditions to Each Party’s Obligations The obligation of Good Works and Cipher to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the HSR Act, (ii) the approval of Good Works stockholders, (iii) the approval of Cipher’s stockholders and (iv) the Registration Statement (as defined below) becoming effective. In addition, the obligation of Good Works to consummate the Business Combination is subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of Cipher being true and correct to the standards applicable to such representations and warranties and each of the covenants of Cipher having been performed or complied with in all material respect, (ii) the delivery to Good Works of evidence of satisfactory Tail Insurance (as defined in the Merger Agreement) to be bound as of the closing, and (iii) delivery of all ancillary agreements required to be executed and delivered by Cipher or its sole stockholder and (iv) no Material Adverse Effect (as defined in the Merger Agreement) shall have occurred. The obligation of Cipher to consummate the Business Combination is also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of Good Works and Merger Sub being true and correct to the standards applicable to such representations and warranties and each of the covenants of Good Works having been performed or complied with in all material respects, (ii) the aggregate cash proceeds from Good Works trust account, together with the proceeds from the PIPE Financing (as defined below), equaling no less than $400,000,000 (after deducting any amounts paid to Good Works stockholders that exercise their redemption rights in connection with the Business Combination and net of unpaid transaction expenses incurred or subject to reimbursement by Good Works), (iii) Good Works total outstanding Indebtedness (as defined in the Merger Agreement) shall be less than twenty-five million dollars ($25,000,000.00), and (iv) the approval by Nasdaq of Good Works listing application in connection with the Business Combination . Termination The Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) by mutual written consent of Good Works and Cipher, (ii) by Good Works if there is any breach of the representations and warranties of Cipher or if Cipher Mining fails to perform any covenant or agreement set forth in the Merger Agreement, in each case, such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) termination by Cipher if there is any breach of the representations and warranties of Good Works or if Good Works fails to perform any covenant or agreement set forth in the Merger Agreement, in each case, such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) subject to certain limited exceptions, by either Good Works or Cipher if the Business Combination is not consummated within six months of signing of the Merger Agreement, (v) by either Good Works or Cipher if certain required approvals are not obtained by Good Works stockholders after the conclusion of a meeting of Good Works stockholders held for such purpose at which such stockholders voted on such approvals, and (vi) termination by Good Works if Cipher’s sole stockholder does not deliver to Good Works a written consent approving the Business Combination within ten business days of the Consent Solicitation Statement (as defined in the Merger Agreement) being disseminated. If the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or any further obligation under the Merger Agreement other than customary confidentiality obligations, except in the case of Willful Breach (as defined in the Merger Agreement). Good Works Sponsor Support Agreement Concurrently with the execution of the Merger Agreement, Good Works, and I-B Sponsor Acquiror Support Agreement Cipher Support Agreement Concurrently with the execution of the Merger Agreement, the sole stockholder of Cipher representing the requisite votes necessary to approve the Business Combination entered into support agreements (the “ Company Support Agreement Restrictive Covenant Agreements Concurrently with the execution of the Merger Agreement, Bitfury Top Holdco B.V. (“ Bitfury not to hire or solicit Cipher Mining Inc.’s employees, not to compete with Cipher Mining Inc. and not to disparage Cipher Mining Inc. The agreement will terminate upon the earlier of seven years from the date of its execution or the termination of the Master Services and Supply Agreement (the “ MSSA BHBV PIPE Financing (Private Placement) Concurrently with the execution of the Merger Agreement, Good Works entered into subscription agreements (the “ Subscription Agreements PIPE Investors PIPE Financing The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that Good Works will grant the investors in the PIPE Financing certain customary registration rights. Bitfury Private Placement Concurrently with the execution of the Merger Agreement and the execution of the Subscription Agreements with the PIPE Investors, Bitfury agreed to subscribe for and purchase, and Good Works agreed to issue and sell to Bitfury, concurrent with the Closing (as defined in the Merger Agreement), an aggregate of 5,000,000 shares of Good Works Common Stock in exchange for a benefit-in-kind Bitfury Subscription Agreement benefit-in-kind Lock-Ups The Sponsor, certain holders of Good Works Common Stock, and Bitfury, Cipher’s sole stockholder immediately prior to the closing of the Business Combination, will enter into lock-up Lock-Up lock-ups one-half lock-up Lock-Up Lock-up Amended and Restated Registration Rights Agreement At the closing of the Business Combination, the Sponsor, certain stockholders of Good Works, and Bitfury (collectively, the “ Holders Registration Rights Agreement Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Going Concern Consideration At June 30, 2021, the Company had cash of $127,722 and a working capital deficit of $(543,552). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Note 1 - Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Organization and General Good Works Acquisition Corp. (the “Company”) was incorporated in Delaware on June 24, 2020. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from June 24, 2020 (inception) through December 31, 2020, relates to the Company’s formation and initial public offering (“IPO”), and, since the completion of the IPO, searching for a target to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income IPO On October 22, 2020, the Company completed the sale of 15,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $150,000,000 which is described in Note 3. Simultaneous with the closing of the IPO, the Company completed the sale of 228,000 Private Units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to certain funds and accounts managed by Magnetar Financial LLC, Mint Tower Capital Management B.V., Periscope Capital Inc., and Polar Asset Management Partners Inc. (collectively, the “Anchor Investors”), generating gross proceeds of $2,228,000, which is described in Note 4. In connection with the IPO, the underwriters were granted a 45-day On November 17, 2020, the underwriters purchased an additional 500,000 Units pursuant to the partial exercise of the Over-Allotment Option, generating gross proceeds of $5,000,000. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating aggregate additional gross proceeds of $20,000,000 to the Company. On November 17, 2020, the underwriters canceled the remainder of the Over-Allotment Option. In connection with the cancellation of the remainder of the Over-Allotment Option, on November 17, 2020, the Company cancelled an aggregate of 62,500 shares of common stock issued to I-B Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Management agreed that an amount equal to at least $10.00 per Unit sold in the Public Offering will be held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In the event of a complete liquidation of the Company, the Trust Account could be further reduced by up to $100,000 for expenses of the liquidation). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 immediately before or after such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor, an affiliate of I-Bankers Inc.(“I-Bankers Sponsor and the Company’s management and Directors have agreed (a) to waive their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until 21 months from the closing of the Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, In order to protect the amounts held in the Trust Account, Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of December 31, 2020, we had cash of $1,276,364. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements as of December 31, 2020 and for the period from June 24, 2020 (Inception) through December 31, 2020 the (“Affected Period”), is restated in this Annual Report on Form 10-K/A Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s 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 revenues and expenses during the reporting period. 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2020 due to the short maturities of such instruments. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 203 $ — $ — $ 203 U.S. Treasury Securities held in Trust Account 170,027,139 — — 170,027,139 $ 170,027,342 $ — $ — $ 170,027,342 Liabilities: Private stock warrant liabilities (Restated) $ — $ — $ 123,070 $ 123,070 $ — $ — $ 123,070 $ 123,070 As of December 31, 2020, the estimated fair value of the Private Placement Warrants was determined using a Black Sholes valuation model using Level 3 inputs. Significant inputs to the valuation are as follows: At Issuance As of Exercise price $ 11.50 $ 11.50 Stock price $ 9.40 $ 9.95 Volatility 23.0 % 18.4 % Probability of completing a Business Combination 88.3 % 88.3 % Term 5.61 5.42 Risk-free rate 0.42 % 0.42 % Dividend yield 0.0 % 0.0 % Risk-free interest rate: Dividend yield: Volatility: Remaining term: The change in fair value of Private Warrants through December 31, 2020 is as follows: Warrant liabilities at June 24, 2020 (inception) $ — Issuance of private warrants 142,353 Change in fair value of warrant liabilities (19,283 ) Warrant liabilities at December 31, 2020 $ 123,070 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The 114,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of net income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share: For the Restated Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 27,342 Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes (34,679 ) Net loss attributable to Common stock subject to possible redemption $ (7,337 ) Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding 16,723,356 Basic and diluted net loss per share, common stock subject to possible redemption $ (0.00 ) Non-Redeemable Numerator: Net loss minus amount allocable to redeemable common stock and change in fair value Net loss $ (107,031 ) Less: Net loss allocable to common stock subject to possible redemption 7,337 Non-redeemable $ (99,694 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 4,483,216 Basic and diluted net loss per share, non-redeemable $ (0.02 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Description of Organization
Description of Organization | 1 Months Ended | 6 Months Ended |
Jan. 31, 2021 | Jul. 31, 2021 | |
Description of Organization | NOTE 1. DESCRIPTION OF ORGANIZATION Cipher Mining Technologies Inc. (the “Company”) is a newly incorporated company incorporated in Delaware on January 7, 2021. The Company was incorporated to build, equip and operate data centers for the purpose of mining cryptocurrency utilizing specialized computers (also known as “Miners”) that generate cryptocurrency (primarily Bitcoin) from the blockchain. Management intends to consummate a reverse merger with Good Works Acquisition Corp. (the “Business Combination”). See Note 6 for further discussion of the Business Combination. At January 31, 2021, the Company had not yet commenced operations. All activity for the period from January 7, 2021 (inception) through January 31, 2021 relates to the Company’s formation and the proposed Business Combination. Going concern consideration As of January 31, 2021, the Company had no cash and a working capital deficiency of approximately $177,000. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. Management plans to address this need for capital through the Business Combination. The Company cannot assure that its plans to raise capital or to consummate the Business Combination will be successful. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from its inability to consummate the Business Combination or its inability to continue as a going concern. Risks and uncertainties The impact of the coronavirus (“COVID-19”) outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of COVID-19 on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. | NOTE 1. DESCRIPTION OF ORGANIZATION Cipher Mining Technologies Inc. (“Cipher Mining Technologies” or the “Company”) is a newly formed company incorporated in Delaware on January 7, 2021. The Company was incorporated to build, equip and operate data centers for the purpose of mining cryptocurrency utilizing specialized computers (also known as “miners”) that generate cryptocurrency (primarily Bitcoin) from the blockchain. As of July 31, 2021, the Company had not yet commenced operations. All activity for the period from January 7, 2021 (inception) through July 31, 2021 relates to the Company’s formation and the consummation of a reverse merger with Good Works Acquisition Corp. (“Good Works” or “GWAC”). See further discussion below. Consummation of Business Combination On August 27, 2021, as contemplated by the Agreement and Plan of Merger dated as of March 4, 2021 (the “Merger Agreement”), by and among GWAC, a Delaware corporation, Currency Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly-owned direct subsidiary of GWAC, and the Company, the parties entered into the business combination transaction pursuant to which Merger Sub merged with and into the Company, the separate corporate existence of Merger Sub ceasing and the Company being the surviving corporation and a wholly-owned subsidiary of GWAC (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). Following the Business Combination, the combined company was named Cipher Mining Inc. (“Cipher Mining” or the “combined entity”). Cipher Mining comprises all of GWAC’s and Cipher Mining Technologies’ operations. The Business Combination included: (i) entry into subscription agreements for an aggregate of 37,500,000 shares of Cipher Mining Common Stock for the investment of $375,000,000 into Cipher Mining from other private investors (collectively, the “PIPE Investors” and the “PIPE Financing”) and (ii) entry into a subscription agreement with Bitfury Top HoldCo B.V. (“Bitfury Top HoldCo”) for an aggregate of 6,000,000 shares of Cipher Mining Common Stock for the investment of $60,000,000 in cash and/or forgiveness of indebtedness owed by the Company to Bitfury Top HoldCo, or an affiliate of Bitfury Top HoldCo (the “Bitfury Private Placement”), in addition to the $43,465,038 already available in the GWAC trust account following redemptions. As the Business Combination had not occurred as of July 31, 2021, there is no impact for the operations of GWAC in the financial statements of the Company. See Note 7 Notwithstanding the legal form of the Business Combination pursuant to the Merger Agreement, the Business Combination will be accounted for as a reverse recapitalization in accordance with Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”). Under this method of accounting, GWAC is treated as the acquired company and the Company is treated as the acquirer for financial statement reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of the Company issuing stock for the net assets of GWAC, accompanied by a recapitalization. The net assets of GWAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of the Company. The Company has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • The Company’s existing shareholder will have the greatest voting interest in the combined entity; • The Company has the ability to nominate a majority of the members of the board of directors of the combined entity; • The Company’s senior management will be the senior management of the combined entity; and • The Company’s operations prior to the acquisition comprising the only ongoing operations of GWAC after the consummation of the Business Combination. Liquidity and capital resources As of July 31, 2021, the Company had $655,172 of cash and a working capital deficiency of $7,174,026. As a result of the consummation of the Business Combination on August 27, 2021 (the “Closing”), including the consummation of the PIPE Financing and the Bitfury Private Placement (including $10,000,000 for the Additional Shares discussed further in Note 7), the Company received transaction proceeds of approximately $385,600,000, net of transaction costs of approximately $40,200,000 and, as a result, management believes that its existing financial resources are sufficient to meet its operating and capital requirements for at least 12 months from the date these financial statements are issued. Having been incorporated on January 7, 2021, the Company has no operating history and has not earned any revenues to date. Additionally, the Company has incurred and expects to continue to incur significant costs related to becoming a public company and its future capital requirements will depend upon many factors. The Company may require additional capital to respond to technological advancements, competitive dynamics or technologies, customer demands, business opportunities or enter into credit facilities for the above-mentioned or other reasons. 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. Risks and uncertainties The impact of the coronavirus (“COVID-19”) COVID-19 |
Restatement of Financial Statem
Restatement of Financial Statements | 6 Months Ended |
Dec. 31, 2020 | |
Restatement of Financial Statements | Note 2— Restatement of Financial Statements In June 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public Warrants the Company issued in its initial public offering, the Company’s previously issued financial statements for the Affected Period should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Period included in this Annual Report. As disclosed in the previously filed Form 10-K/A on May 7, 2021, the Public Warrants were reflected as derivative liability as opposed to a component of equity on the balance sheet. The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements as of December 31, 2021 and for the period from June 24, 2020 through December 31, 2020 should be restated because of a misapplication in the guidance around accounting the Public Warrants and should no longer be relied upon. The Public Warrants were issued in connection with the Company’s Initial Public Offering. Impact of the Restatement The impact of the restatement on the Balance Sheet, Statement of Operations and Statement of Cash Flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 171,601,077 $ — $ 171,601,077 Liabilities, redeemable non-controlling Total current liabilities $ 129,388 $ — $ 129,388 Warrant liabilities 9,167,678 (9,044,608 ) (1)(2) 123,070 Total liabilities 9,297,066 (9,044,608 ) 252,458 Common stock, $0.001 par value; shares subject to possible redemption 157,304,001 9,044,608 (1)(2) 166,348,609 Stockholders’ equity Preferred stock- $0.001 par value — — — Common stock - $0.001 par value 5,748 (905 ) (2) 4,843 Additional paid-in-capital 3,882,343 1,219,855 (2) 5,102,198 Retained earnings (deficit) 1,111,919 (1,218,950 ) (2) (107,031 ) Total stockholders’ equity 5,000,010 — 5,000,010 Total liabilities and stockholders’ equity $ 171,601,077 $ — $ 171,601,077 Period From June 24, 2020 (Inception) Through December 31, 2020 As Previously Restatement As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (153,657 ) $ — $ (153,657 ) Other (expense) income: Change in fair value of warrant liabilities 1,238,234 (1,218,950 ) (2) 19,284 Interest income 27,342 — 27,342 Total other (expense) income 1,265,576 (1,218,950 ) 46,626 Net income (loss) $ 1,111,919 $ (1,218,950 ) $ (107,031 ) Basic and diluted weighted-average redeemable common shares outstanding 16,710,435 12,921 16,723,356 Basic and diluted net income (loss) per redeemable common shares $ (0.00 ) — $ (0.00 ) Basic and diluted weighted-average non-redeemable 4,496,137 (12,921 ) 4,483,216 Basic and diluted net income (loss) per non-redeemable $ 0.25 $ (0.27 ) $ (0.02 ) Period From June 24, 2020 (Inception) Through December 31, 2020 As Previously Restatement As Restated Statement of Cash Flows Net income (loss) $ 1,111,919 $ (1,218,950 ) (2) $ (107,032 ) Adjustment to reconcile net loss to net cash used in operating activities (1,433,559 ) 1,218,950 (2) (214,608 ) Net cash used in operating activities (321,640 ) — (321,640 ) Net cash used in investing activities (170,000,000 ) — (170,000,000 ) Net cash provided by financing activities 171,598,004 — 171,598,004 Net change in cash $ 1,276,364 $ — $ 1,276,364 Supplemental disclosure of non-cash Initial value of common stock subject to possible redemption $ 156,065,767 $ 11,501,792 $ 167,567,559 (1) To reclass public warrants from liabilities to stockholders’ equity. (2) To adjust the change in warrant liability for the period ended December 31, 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 1 Months Ended | 6 Months Ended | |
Jan. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | |
Summary of Significant Accounting Policies | NOTE 2. BASIS OF PRESENTATION, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS Basis of presentation The Company maintains its books of account and prepares financial statements in accordance with Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”). The Company’s fiscal year ends on January 31. Use of estimates The preparation of financial statements in conformity with U.S. 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. 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. Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Deferred offering costs Deferred offering costs consist of legal fees incurred through the balance sheet date that are directly related to the Business Combination and that will be charged to shareholder equity upon the completion of the Business Combination. Should the Business Combination prove to be unsuccessful (i.e., if the transaction fails to close), these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Property and equipment Property and equipment consisted of computer equipment and is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, which is generally three years for computer-related assets. Computer equipment purchased from January 7, 2021 (inception) through January 31, 2021 was approximately $1,642. Depreciation expense from January 7, 2021 (inception) through January 31, 2021 was $5. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net loss per share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. There were no common shares outstanding during the period from January 7, 2021 (inception) through January 31, 2021. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the Company has reported a net loss from January 7, 2021 (inception) through January 31, 2021. There were no potentially dilutive securities outstanding at any point from January 7, 2021 (inception) through January 31, 2021. Revenue recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: • Step 1: Identify the contract with the customer • Step 2: Identify the performance obligations in the contract • Step 3: Determine the transaction price • Step 4: Allocate the transaction price to the performance obligations in the contract • Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: • Variable consideration • Constraining estimates of variable consideration • The existence of a significant financing component in the contract • Noncash consideration • Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Digital Asset Mining Services Providing computing power in digital asset transaction verification services will be an output of the Company’s ordinary activities. The provision of providing such computing power is a performance obligation. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received. The consideration is all variable. There is no significant financing component in these transactions. Mining Pools The Company will also enter into digital asset mining pools by executing contracts, as amended from time to time, with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company will be entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which will be recorded as contra-revenue), Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Consideration is constrained from recognition until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive; at this time, cumulative revenue is longer probable of significant reversal, i.e., associated uncertainty is resolved. There is no significant financing component in these transactions. There is, however, consideration payable to the customer in the form of a pool operator fee, payable only if the pool is the first to solve the equation; this fee will be deducted from the proceeds received by the Company and will be recorded as contra-revenue, as it does not represent a payment for a distinct good or service as described in ASC 606-10-32-25. Fair Value of Digital Currencies Fair value of the cryptocurrency award received will be determined using the quoted price of the related cryptocurrency at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s financial position and results from operations. Recent accounting pronouncements issued but not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05 issued by FASB, the entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements and disclosures. However, the Company believes that the definitive hosting agreement, dated April 1, 2021, as amended and restated in its entirety on May 12, 2021, by and between the Company and 500 N 4th Street LLC (the “Standard Power Hosting Agreement”) is a lease because it conveys the right to control the use of an identified asset (electric power infrastructure) to the Company for a period of time in exchange for consideration. Once the Standard Power Hosting Agreement is effective, the Company will record a right of use asset and a corresponding lease liability in accordance with Topic 842. | NOTE 2. BASIS OF PRESENTATION, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS Basis of presentation The accompanying unaudited interim financial statements of the Company are presented in accordance with U.S. GAAP and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the balances and results for the periods presented. These unaudited interim results are not necessarily indicative of the results expected for the full fiscal year or any future period. The Company’s fiscal year ends on January 31. These unaudited interim financial statements should be read in conjunction with the financial statements and the related notes included in the Company’s annual financial statements for the fiscal year ended January 31, 2021 included in the Good Works final prospectus and definitive proxy statement dated August 2, 2021, filed with the SEC pursuant to Rule 424(b)(3) under the U.S. Securities Act of 1933. Use of estimates The preparation of financial statements in conformity with U.S. 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. 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. Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. As of July 31, 2021, the Company had no cash equivalents. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on these deposits. Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Deferred offering and deferred investment costs Deferred offering costs consist of legal and accounting fees incurred through the balance sheet date that are directly related to the Business Combination and that will be charged to shareholder equity upon the completion of the Business Combination. Deferred investment costs consist of legal fees incurred through the balance sheet date that are directly related to the formation of a joint venture (see Note 6 Property and equipment Property and equipment consists of computer equipment and is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, which is generally three years for computer-related assets. Property and equipment, net consisted of the following: July 31, 2021 January 31, 2021 Computer equipment $ 4,762 $ 1,642 Less: accumulated depreciation (668 ) (5 ) Property and equipment, net $ 4,094 $ 1,637 Impairment of long-lived assets Management will review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used will be measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized will be measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Revenue recognition The Company recognizes revenue under FASB ASC 606, “Revenue from Contracts with Customers.” The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: • Step 1: Identify the contract with the customer • Step 2: Identify the performance obligations in the contract • Step 3: Determine the transaction price • Step 4: Allocate the transaction price to the performance obligations in the contract • Step 5: Recognize revenue when the company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: • Variable consideration • Constraining estimates of variable consideration • The existence of a significant financing component in the contract • Noncash consideration • Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Digital asset mining services Providing computing power in digital asset transaction verification services will be an output of the Company’s ordinary activities. The provision of providing such computing power is a performance obligation. The transaction consideration the Company receives, if any, is noncash consideration, which the Company will measure at fair value on the date received. The consideration is all variable. There is no significant financing component in these transactions. Mining pools The Company will also enter into digital asset mining pools by executing contracts, as amended from time to time, with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company will be entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which will be recorded as contra-revenue), for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company will measure at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Consideration is constrained from recognition until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive; at this time, cumulative revenue is no longer probable of significant reversal, i.e., associated uncertainty is resolved. There is no significant financing component in these transactions. There is, however, consideration payable to the customer in the form of a pool operator fee, payable only if the pool is the first to solve the equation; this fee will be deducted from the proceeds received by the Company and will be recorded as contra-revenue, as it does not represent a payment for a distinct good or service as described in ASC 606-10-32-25. Certain aspects of the Company’s performance obligations, such as providing computing power, may be contracted to various third parties and there is a risk that if these parties are unable to perform or curtail their operations, the Company’s revenue and operating results may be affected. Please see Note 6 Cryptocurrencies Cryptocurrencies, including Bitcoin, will be included in current assets in the balance sheets. Cryptocurrencies purchased will be recorded at cost and cryptocurrencies awarded to the Company through its mining activities will be accounted for in connection with the Company’s revenue recognition policy disclosed above. Cryptocurrencies will be accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Purchases of cryptocurrencies made by the Company will be included within investing activities in the statements of cash flows, while cryptocurrencies awarded to the Company through its mining activities will be included as a non-cash Income taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of July 31, 2021 or January 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of July 31, 2021 and January 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net loss per share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the Company has reported a net loss for the six months ended July 31, 2021. There were no potentially dilutive securities outstanding at any point during the six months ended July 31, 2021. Recent accounting pronouncements issued but not yet adopted In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases corresponding right-of-use assets. ASU 2020-05 issued guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements and disclosures. The Company entered into a series of agreements with affiliates of Luminant ET Services Company LLC (“Luminant”), including the Lease Agreement dated June 29, 2021, with amendment and restatement on July 9, 2021 (as amended and restated, the “Luminant Lease Agreement”). Once the Luminant Lease Agreement is effective and the Company has control over the applicable leased asset, the Company will record both a right-of-use asset | |
GOOD WORKS ACQUISITION CORP. [Member] | |||
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X 10-Q 10-KA Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s 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 revenues and expenses during the reporting period. 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. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 or December 31, 2020. Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities with a maturity of 180 days or less. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized held-to-maturity Fair Value Measurements (Restated) FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed consolidated balance sheet as of June 30, 2021 and the balance sheet as of December 31, 2020. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of June 30, 2021 and December 31, 2020 due to the short maturities of such instruments. Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 170,032,591 $ — $ — $ 170,032,591 $ 170,032,591 $ — $ — $ 170,032,591 Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Liabilities: Private stock warrant liabilities $ — $ — $ 199,402 $ 199,402 $ — $ — $ 199,402 $ 199,402 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 203 $ — $ — $ 203 U.S. Treasury Securities held in Trust Account 170,027,139 — — 170,027,139 $ 170,027,342 $ — $ — $ 170,027,342 Liabilities: Private stock warrant liabilities $ — $ — $ 123,070 $ 123,070 $ — $ — $ 123,070 $ 123,070 The Private Warrants are accounted for as liabilities pursuant to ASC 815-40 As of June 30, 2021 and December 31, 2020 the estimated fair value of the Private Warrants was determined using a Black Sholes valuation model using Level 3 inputs. Significant inputs to the valuation are as follows: As of As of Exercise price $ 11.50 $ 11.50 Stock price 9.95 9.95 Volatility 18.40 % 23.8 % Probability of completing a business combination 88.30 % 90 % Term 5.42 5.17 Risk-free rate 0.42 % 0.90 % Dividend yield 0.00 % 0.00 % The following table presents a summary of the changes in the fair value of the Private Warrants, a Level 3 liability, measured on a recurring basis. Warrant liabilities at January 1, 2021 $ 123,070 Change in fair value of warrant liabilities 110,872 Warrant liabilities at March 31, 2021 $ 233,942 Change in fair value of warrant liabilities (34,540 ) Warrant liabilities at June 30, 2021 $ 199,402 The non-cash Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The 114,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement Common Stock Subject to Possible Redemption The Company accounts for common stock subject to possible redemption in accordance with the guidance in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial for the six month period ended June 30, 2021 and for the period from June 24, 2020 (inception) to December 31, 2020. Net Loss Per Common Share Net loss per share is computed by dividing loss by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations include a presentation of net loss per share for common shares subject to possible redemption in a manner similar to the two-class Net loss per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net loss per common share: For the For the Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 49,769 $ 12,113 Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes $ (79,151 ) $ (39,575 ) Net loss attributable to Common stock subject to possible redemption $ (29,382 ) $ (27,462 ) Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding 16,818,439 17,000,000 Basic and diluted net loss per share, common stock subject to possible redemption $ (0.00 ) $ (0.00 ) For the For the Non-Redeemable Numerator: Net loss minus amount allocable to redeemable common stock and change in fair value Net loss $ (2,058,982 ) $ (1,043,472 ) Less: Net loss allocable to common stock subject to possible redemption 29,382 27,462 Non-redeemable $ (2,029,600 ) $ (1,016,009 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 4,659,492 4,478,000 Basic and diluted net loss per share, non-redeemable $ (0.44 ) $ (0.23 ) Good Works Acquisition Corp. was formed on June 24, 2020. The Founders Shares were not issued until July 2020. As a result, a comparative calculation of net income per share for the period ending June 2020 is not applicable. See accompanying notes to unaudited condensed consolidated financial statements. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
GOOD WORKS ACQUISITION CORP. [Member] | ||
Initial Public Offering | Note 3 – Initial Public Offering Pursuant to the IPO on October 22, 2020, the Company sold 15,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one-half of The underwriters were granted a 45-day Upon closing of the IPO and the sale of the Over-Allotment Units, a total of $170,000,000 ($10.00 per Unit) has been placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee. | Note 3 - Initial Public Offering Pursuant to the IPO on October 22, 2020, the Company sold 15,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one-half of The underwriters were granted a 45-day any. On October 26, 2020, the underwriters partially exercised the over-allotment option by purchasing 1,500,000 Units (the “Over-Allotment Units”), and on November 17, 2020, the underwriters exercised a final over- allotment Upon closing of the IPO and the sale of the Over-Allotment Units, a total of $170,000,000 ($10.00 per Unit) has |
Private Placement
Private Placement | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
GOOD WORKS ACQUISITION CORP. [Member] | ||
Private Placement | Note 4 – Private Placement On October 22, 2020, simultaneously with the closing Each one-half Warrant”). Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment. The proceeds from the Private Units were added to the proceeds from the Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). | Note 4 – Private Placement On October 22, 2020, simultaneously with the closing of the Public Offering, the Anchor Investors purchased an aggregate of 228,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $2,280,000, in a private placement that occurred simultaneously with the closing of the Public Offering. Each Private Unit consists of one share of common stock (“Private Share”) and one-half of |
Deposits
Deposits | 6 Months Ended |
Jul. 31, 2021 | |
Deposits Disclosure [Abstract] | |
Deposits | NOTE 3. DEPOSITS Deposits consisted of the following: July 31, 2021 Luminant Purchase and Sale Agreement collateral (see Note 6) $ 3,063,020 Deposits on equipment 264,316 Other deposits 41,250 Total deposits $ 3,368,586 |
Related Party Transactions
Related Party Transactions | 1 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions | NOTE 3. RELATED PARTY TRANSACTIONS On January 7, 2021, the Company received a letter for a subscription for 500 shares of its common stock from Bitfury Top HoldCo B.V. (“Bitfury”) in exchange for a future payment of $5, which is recorded as subscription receivable on the balance sheet as of January 31, 2021. Bitfury is the sole stockholder and parent company of the Company. The Company received payment for the subscribed shares on February 24, 2021. Please see discussion of the related party loan disclosed in Note 5. | NOTE 4. RELATED PARTY TRANSACTIONS Subscription receivable On January 7, 2021, the Company received a letter for a subscription for 500 shares of its Common Stock from Bitfury Top HoldCo in exchange for a future payment of $5, which was recorded as a subscription receivable on the balance sheet as of January 31, 2021. Bitfury Top HoldCo is the sole stockholder and parent company of the Company. The Company received payment for the subscribed shares on February 24, 2021. Accounts payable, related party The chief executive officer (“CEO”) and chief financial officer of the Company purchased several computers and funded other operating expenses of the Company and were subsequently reimbursed by an affiliate of Bitfury Top HoldCo. Additionally, the affiliate of Bitfury Top HoldCo also paid a consulting fee to the Company’s CEO for several months prior to the CEO being hired on a full-time basis by the Company. These amounts totaled $47,475 and were recorded as a related party accounts payable line item on the balance sheet as of July 31, 2021. In August 2021, the $47,475 was reclassified to the related party loan payable (see further discussion below). Related party loan The Company entered into a loan agreement with an affiliate of Bitfury Top HoldCo (the “Lender”) for an initial amount of $100,000 on February 8, 2021. The Lender approved several increases to the outstanding loan balance and also paid vendors directly on behalf of the Company, resulting in a total loan amount outstanding of $4,864,316 as of July 31, 2021. As of July 31, 2021, the loan had an interest rate of 0.3% per annum and the individual advances made under the loan were to mature one year after the date of each advance. Total accrued interest of $1,961 is included in accrued expenses on the balance sheet as of July 31, 2021. Details of advances made under the loan agreement through July 31, 2021 are below: Date of advance Maturity date Amount February 8, 2021 February 7, 2022 $ 100,000 April 6, 2021 April 5, 2022 200,000 April 22, 2021 April 21, 2022 600,000 June 2, 2021 June 1, 2022 52,871 June 10, 2021 June 9, 2022 750,000 June 24, 2021 June 23, 2022 56,400 June 29, 2021 June 28, 2022 2,650,000 July 6, 2021 July 5, 2022 101,045 July 29, 2021 July 28, 2022 300,000 July 30, 2021 July 29, 2022 54,000 $4,864,316 In August 2021, the Lender made additional payments totaling $2,173,722 on behalf of Cipher, and the accounts payable, related party balance of $47,475 was also reclassified into the outstanding loan balance, bringing the total outstanding loan balance to $7,038,038. On August 26, 2021, the loan agreement was amended by the parties to amend the interest rate per annum to 2.5%, to revise the maturity date to August 31, 2021 and to update the total amount disbursed under the loan to $7,038,038, which was repaid at the Closing on August 27, 2021. Outstanding interest due under the loan agreement will be cash settled between the parties in September 2021. | ||
GOOD WORKS ACQUISITION CORP. [Member] | ||||
Related Party Transactions | Note 5 – Related Party Transactions Founder Shares In July 2020, Sponsor, and our officers and directors (collectively, the “Founders”) purchased an aggregate of 4,312,500 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. In August 2020, certain of our initial stockholders forfeited 1,355,000 Founder Shares and the Anchor Investors purchased 1,355,000 Founder Shares for an aggregate purchase price of approximately $7,855, or approximately $0.006 per share. In October 2020, Sponsor forfeited an aggregate of 562,500 founder shares for no consideration, and GW Sponsor 2, LLC, an entity managed by Management, purchased from the Company 562,500 shares for a purchase price of $163,125. The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture by Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Founders and Anchor Investors will collectively own 20% of the Company’s issued and outstanding shares after the Public Offering (assuming the Founders or Anchor Investors do not purchase any Public Shares in the Public Offering). On November 17, 2020, the underwriters canceled the remainder of the Over-Allotment Option. In connection with the cancellation of the remainder of the Over-Allotment Option, the Company cancelled an aggregate of 62,500 shares of common stock issued to Sponsor. Of the Founder Shares, several of the Founders were holding an aggregate of 750,000 shares which they had agreed to contribute to a not-for-profit not-for-profit The Founders (including the not-for-profit 30-trading lock-up. Promissory Note — Related Party In addition, in order to finance transaction costs in connection with a Business Combination, Sponsor and its designees may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Units of the post Business Combination entity at a price of $10.00 per Private Unit. The Private Units would be identical to the Private Units issued in the Private Placement. At June 30, 2021, no Working Capital Loans have been issued. Administrative Support Agreement The Company has agreed, commencing on the effective date of the Public Offering through the earlier of the Company’s consummation of a Business Combination and the liquidation of the Trust Account, to pay an affiliate of one of the Company’s executive officers $10,000 per month for office space, utilities and secretarial and administrative support. | Note 5 – Related Party Transactions Founder Shares In July 2020, Sponsor, and our officers and directors (collectively, the “Founders”) purchased an aggregate of 4,312,500 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. In August 2020, certain of our initial stockholders forfeited 1,355,000 Founder Shares and the Anchor Investors purchased 1,355,000 Founder Shares for an aggregate purchase price of approximately $7,855, or approximately $0.006 per share. In October 2020, Sponsor forfeited an aggregate of 562,500 founder shares for no consideration, and GW Sponsor 2, LLC, an entity managed by Management, purchased from the Company 562,500 shares for a purchase price of $163,125. The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture by Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Founders and Anchor Investors will collectively own 20% of the Company’s issued and outstanding shares after the Public Offering (assuming the Founders or Anchor Investors do not purchase any Public Shares in the Public Offering). On November 17, 2020, the underwriters canceled the remainder of the Over-Allotment Option. In connection with the cancellation of the remainder of the Over-Allotment Option, the Company cancelled an aggregate of 62,500 shares of common stock issued to Sponsor. Of the Founder Shares, several of the Founders are holding an aggregate of 750,000 shares which they have agreed to contribute to a not-for-profit The Founders and Anchor Investor have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of earlier of (1) one year after the completion of the Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading lock-up. Promissory Note — Related Party On June 30, 2020, the Company issued an unsecured promissory note to IBS Holding Corporation (the “Promissory Note”), an affiliate of the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $432,500. The Promissory Note was non-interest bearing Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, Sponsor and its designees may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Units of the post Business Combination entity at a price of $10.00 per Private Unit. The Private Units would be identical to the Private Units issued in the Private Placement. At December 31, 2020, were no Working Capital Loans outstanding. Administrative Support Agreement The Company has agreed, commencing on the effective date of the Public Offering through the earlier of the Company’s consummation of a Business Combination and the liquidation of the Trust Account, to pay an affiliate of one of the Company’s executive officers $10,000 per month for office space, utilities and secretarial and administrative support. |
Investment Held in Trust Accoun
Investment Held in Trust Account | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
GOOD WORKS ACQUISITION CORP. [Member] | ||
Investment Held in Trust Account | Note 6 – Investment Held in Trust Account As of June 30, 2021, investment in the Company’s Trust Account consisted of $170,032,591 in U.S. Money Market funds and $0 in U.S. Treasury Securities. All of the U.S. Treasury Securities matured on April 22, 2021. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Carrying Gross Unrealized Gross Unrealized Fair Value as of U.S. Money Market $ 203 $ — $ — $ 203 U.S. Treasury Securities 170,027,139 4,916 (148 ) 170,031,907 $ 170,027,342 $ 4,916 $ (148 ) $ 170,032,110 Carrying Gross Unrealized T-Bill Maturity Gross Unrealized Fair Value as of June 30, 2021 U.S. Money Market $ 203 $ 2,908 $ 170,074,000 $ (44,520 ) $ 170,032,591 U.S. Treasury Securities 170,064,795 9,205 $ (170,074,000 ) — — $ 170,064,998 $ 12,113 $ — $ (44,520 ) $ 170,032,591 | Note 6 —Investment Held in Trust Account As of December 31, 2020, investment in the Company’s Trust Account consisted of $203 in U.S. Money Market and $170,027,139 in U.S. Treasury Securities. All of the U.S. Treasury Securities mature on April 22, 2021. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Carrying Gross Gross Fair Value U.S. Money Market $ 203 $ — $ — $ 203 U.S. Treasury Securities 170,027,139 4,916 (148 ) 170,031,907 $ 170,027,342 $ 4,916 $ (148 ) $ 170,032,110 |
Commitments
Commitments | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
GOOD WORKS ACQUISITION CORP. [Member] | ||
Commitments (Details) [Line Items] | ||
Commitments | Note 7 – Commitments Registration Rights The holders of the Founder Shares, as well as the holders of the Private Units and any Private Warrants or Private Units that may be issued in payment of Working Capital Loans made to the Company (and all underlying securities), are entitled to registration rights pursuant to an agreement that was signed on the effective date of Public Offering. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Founder Shares, Private Units and Private Warrants or Private Units issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day On October 26, 2020, the underwriters purchased an additional 1,500,000 Over-Allotment Units pursuant to the partial exercise of the Over-Allotment Option. On November 17, 2020, the underwriters purchased an additional 500,000 Over-Allotment Units pursuant to the partial exercise of the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating aggregate additional gross proceeds of $20,000,000 to the Company. On November 17, 2020, the underwriters canceled the remainder of the Over-Allotment Option. The Company paid a fixed underwriting discount of $450,000 to the underwriters at the closing of the Public Offering. Business Combination Marketing Agreement The Company engaged I-Bankers I-Bankers In connection with its proposed business combination with Cipher Mining Technologies, the Company has an agreement with the law firm representing it in the matter whereby the Company pays 60% of the actual time charges incurred each month. If the business combination is not completed, no additional fees are payable by the Company, however if the business combination is completed, the Company will own an additional amount equal to the amounts billed (so that the aggregate amount paid would be 120% of actual time charges). As of June 30, 2021, if the business combination had closed on that date, the Company would owe $321,545 in additional legal fees. | Note 7 – Commitments Registration Rights The holders of the Founder Shares, as well as the holders of the Private Units and any Private Warrants or Private Units that may be issued in payment of Working Capital Loans made to the Company (and all underlying securities), are entitled to registration rights pursuant to an agreement that was signed on the effective date of Public Offering. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Founder Shares, Private Units and Private Warrants or Private Units issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option On October 26, 2020, the underwriters purchased an additional 1,500,000 Over-Allotment Units pursuant to the partial exercise of the Over-Allotment Option. On November 17, 2020, the underwriters purchased an additional 500,000 Over-Allotment Units pursuant to the partial exercise of the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating aggregate additional gross proceeds of $20,000,000 to the Company. On November 17, 2020, the underwriters canceled the remainder of the Over-Allotment Option. The Company paid a fixed underwriting discount of $450,000 to the underwriters at the closing of the Public Offering. Business Combination Marketing Agreement The Company engaged I-Bankers I-Bankers |
Stockholder Deficit
Stockholder Deficit | 1 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||
Stockholder Deficit | NOTE 4. STOCKHOLDER DEFICIT The Company is authorized to issue 5,000 Common Shares with a par value of $0.001 per share. Holders of the Common Shares are entitled to one vote for each share. As of January 31, 2021, there were no Common Shares issued and 500 Common Shares were subscribed, as discussed above. | NOTE 5 The Company is authorized to issue 5,000 Common Shares with a par value of $0.001 per share. Holders of the Common Shares are entitled to one vote for each share. As of July 31, 2021, there are 500 shares issued and outstanding, whereas as of January 31, 2021, there were no Common Shares issued and 500 Common Shares subscribed, as discussed above in Note 4 | ||
GOOD WORKS ACQUISITION CORP. [Member] | ||||
Class of Stock [Line Items] | ||||
Stockholder Deficit | Note 8 – Stockholders’ Equity Common Stock — The holders of the Founder Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of earlier of (1) one year after the completion of the Business Combination and (2) the date on which the Company consummates 30-trading lock-up. | Note 8 – Stockholders’ Equity Common Stock The holders of the Founder Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of earlier of (1) one year after the completion of the Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading lock-up. |
Warrants
Warrants | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
GOOD WORKS ACQUISITION CORP. [Member] | ||
Warrants | Note 9 – Warrants Public Warrants — Public Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; • if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Private Warrants — non-redeemable so purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. 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 our 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. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. | Note 9 – Warrants The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; • if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Public Offering, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so 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 our 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. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Income Tax
Income Tax | 6 Months Ended |
Dec. 31, 2020 | |
GOOD WORKS ACQUISITION CORP. [Member] | |
Income Tax | Note 10 – Income Tax The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Organizational costs/Startup expenses $ 21,868 Federal net operating loss 4,658 Total deferred tax asset 26,526 Valuation allowance (26,526 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, Federal Current $ — Deferred (26,526 ) State Current — Deferred — Change in valuation allowance 26,526 Income tax provision $ — As of December 31, 2020, the Company has $22,181 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from June 24, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $26,526. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities 3.80 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (24.8 )% Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Commitments and Contingencies
Commitments and Contingencies | 1 Months Ended | 6 Months Ended |
Jan. 31, 2021 | Jul. 31, 2021 | |
Commitments and Contingencies | NOTE 5. COMMITMENTS AND CONTINGENCIES Litigation The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. Commitments As of January 31, 2021, the Company was not a party to any leasing agreements. The Company has entered into a one one-year Related party loan The Company entered into a loan agreement with Bitfury Holding B.V. (“BHBV”) for $100,000 on February 8, 2021. BHBV approved a $200,000 increase to the loan on April 1, 2021 and approved another increase of $600,000 on April 22, 2021, for a total approved loan amount of $900,000. The loan bears interest at 0.3% per annum and matures on February 8, 2022, at which time all outstanding balances under the loan, including any interest due, must be repaid. | NOTE 6 Litigation The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. 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 July 31, 2021. The Company does not anticipate recognizing any significant losses relating to these arrangements. Service providers On January 26, 2021, the Company entered into a one-year agreement with a service provider for financial advisory and investor relations consulting services in exchange for a monthly payment of $ . The agreement may be cancelled at any time during the first year with at least 60 days’ prior notice by either party. The agreement will automatically renew for a second one-year term, if not cancelled at least 30 days prior to the end of the first year. Upon the occurrence of certain events specified in the agreement (i.e., the Business Combination), the Company agreed to increase the monthly payment to $ and is also required to pay $ to the service provider. The $ was paid in connection with the Closing. Power and hosting arrangements The Company is party to several power and hosting arrangements as described below. Luminant power arrangement On June 23, 2001, the Company entered into a definitive power purchase agreement, which was subsequently amended and restated on July 9, 2021, with Luminant for the supply of electric power at a predetermined power price to a site in Texas for a term of five years with a subsequent automatic annual renewal provision (as amended and restated, the “Luminant Power Agreement”). The Luminant Lease Agreement leases the Company a plot of land where the planned data center, ancillary infrastructure and electrical system (the “Interconnection Electrical Facilities” or “substation”) will be set up for the Texas site. Under the Luminant Power Agreement, the Company is required to provide Luminant with collateral of $12,553,804 (the “Independent Collateral Amount”). Half of the Independent Collateral Amount was paid to Luminant on September 1, 2021 as the Company received notice that Luminant had commenced construction of the Interconnection Electrical Facilities. The other half will be due 15 days prior to the date on which the Interconnection Electrical Facilities are completed and made operational. The Independent Collateral Amount will remain in place throughout the term of the Luminant Power Agreement. Details of the construction of the Interconnection Electrical Facilities, including collateral arrangements that are in addition to the Independent Collateral Amount, are set out in the Luminant Purchase and Sale Agreement. Under the Luminant Purchase and Sale Agreement, the Company provided $3,063,020 as collateral separate from the Independent Collateral Amount, which is recorded in deposits on the unaudited balance sheet as of July 31, 2021. The Luminant Lease Agreement is effective from the date of the Company’s notification of the completion of the Business Combination (the “Effective Date”), which was August 27, 2021, and shall continue for five years following completion of the substation, subject to renewal provisions aligned with the Luminant Power Agreement. Financing for use of the land and substation is provided by Luminant affiliates, with monthly installments of principal and interest due over a five-year period starting upon transfer of legal title of the substation to the Company (estimated total undiscounted principal payments of $13.1 million). 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. Standard Power hosting agreement Under the Standard Power Hosting Agreement entered into on February 3, 2021 by the Company and 500 N 4th Street LLC, doing business as Standard Power (“Standard Power”), the Company agrees to provide Standard Power with Bitcoin miners with a specified energy utilization capacity necessary to generate computational power at three Ohio facilities (the “Miners”). Standard Power, in turn, is obligated to (i) host the Miners in specialized containers and provide the electrical power and transmission and connection equipment necessary for the mining and (ii) host, operate and manage the Miners there, in each case in accordance with the terms and conditions of the Standard Power Hosting Agreement. The Standard Power Hosting Agreement provides that Standard Power shall provide an electric power infrastructure, including containers, necessary to operate Miners with a specified energy utilization capacity at facility 1 in Ohio in accordance with the specifications and power availability date set out in the availability schedule. The power availability date for the first forty Megawatts (40 MWs) of the required power is set for December 15, 2021. Thereafter, Standard Power shall provide the hosting capacity, housing and equipment for Miners with the specified energy utilization capacities that will be delivered to the facilities in accordance with the availability schedule, as may be amended and supplemented. Standard Power also undertakes to be responsible for the proper installation and the costs of work for hosting the Miners in the specialized containers in each facility and for the proper care and maintenance of the Miners, the facilities and the containers in which the Miners are installed. Under the Standard Power Hosting Agreement, the Company is obligated to pay a hosting fee and an operational service fee. The Company’s payment obligations under the Standard Power Hosting Agreement become effective on a pro rata basis according to the number of Miners in operation in accordance with the terms of this agreement. The Standard Power Hosting Agreement provides for a term of five years with automatic five-year renewal provisions. The Company determined that the Standard Power Hosting Agreement does not include a lease and the Company will account for it as an executory service agreement. The associated fees paid under the Standard Power Hosting Agreement will be expensed as services are received. WindHQ power arrangement and joint venture On June 10, 2021, the Company and WindHQ, LLC (“WindHQ”) signed a binding definitive framework agreement with respect to the construction, build-out, The WindHQ Joint Venture Agreement provides that the parties shall collaborate to fund the construction and build-out own % and %, respectively, of the initial membership interests of each Initial Data Center LLC. The WindHQ Joint Venture Agreement includes a development schedule for additional electrical power capacity through the joint identification, procurement, development and operation of additional Data Centers (“Future Data Centers”). Each Future Data Center will be owned by a separate limited liability company (each, a “Future Data Center LLC”, and collectively with the Initial Data Center LLCs, the “Data Center LLCs”), and WindHQ will own at least 51% of the initial membership interests of each Future Data Center LLC and the Company will own a maximum of 49% of the initial membership interests of each Future Data Center LLC. Furthermore, under the WindHQ Joint Venture Agreement, WindHQ is required to procure energy for Future Data Centers at the most favorable pricing then available. Similarly, the Company is required to procure the applicable equipment needed for the Future Data Centers at the most favorable pricing then available. Under the WindHQ Joint Venture Agreement, WindHQ agrees to provide a series of services to each of the Data Centers, including but not limited to: (i) the design and engineering of each of the Data Centers; (ii) the procurement of energy equipment and others related services such as logistics for each of the Data Centers; and (iii) the construction work for each of the Data Centers. The Company, on the other hand, is required to support and monitor (remotely) the operations of the hardware at each Data Center (particularly the mining servers). A development fee equal to 2% of capital expenditures in respect of the initial development of each Data Center shall be paid 50% to WindHQ and 50% to the Company. Furthermore, a fee equal to 2% of the gross revenues of each of the Data Center LLCs will be payable monthly, based on the immediately prior month gross revenue of such Data Center, 50% to WindHQ and 50% to the Company. The WindHQ Joint Venture Agreement also provides that for each Data Center, WindHQ and the Company will cooperate to prepare a financial model incorporating the relevant economic factors of such Data Center, and both WindHQ and the Company will provide the initial funding required for each Data Center on a pro rata basis in accordance with the parties’ respective ownership interests in the applicable Data Center. The arrangement with WindHQ is still in the planning phase and has nominal operations and working capital. Currently, it is not anticipated by management of the Company that the Company’s investment in any of the individual Data Center LLCs will meet the definition of a variable interest entity in accordance with ASC 810, “Consolidation” and the Company will not have a controlling voting interest in any of the Data Center LLCs. Because the Company expects to have significant influence over the operations and major decisions of the Data Center LLCs, the Company’s % ownership in each individual Data Center LLC will be separately accounted for under the equity method of accounting, as the Company does not expect to exercise control over the Data Center LLCs. |
Subsequent Events
Subsequent Events | 1 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||||
Subsequent Events | NOTE 6. SUBSEQUENT EVENTS The Company has completed an evaluation of all subsequent events through March 19, 2021, which is the date that these financial statements were available to be issued. Except as described below, the Company has concluded that no subsequent event has occurred that requires disclosure. Related party loan and other commitments Please see discussion of the related party loan disclosed in Note 5. On February 8, 2021, the Company entered into an agreement for approximately a one Proposed business combination On March 4, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Good Works Acquisition Corp. (“Good Works”) and Currency Merger Sub, Inc. (“Merger Sub”), a wholly-owned direct subsidiary of Good Works. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Good Works (the “Merger”). In connection with the Merger, each issued and outstanding share of the Company’s common stock shall be converted into the right to receive 400,000 shares of Good Works common stock, par value $0.001 (“ Good Works Common Stock benefit-in-kind In accordance with ASC Topic 718, the Company will account for the Bitfury Private Placement as a debit to a long-term asset (prepaid services) with a corresponding credit to additional paid in capital/common stock. As services are performed by Bitfury, the Company will credit prepaid services and debit stock-based compensation. Notwithstanding the legal form of the Business Combination pursuant to the Merger Agreement, the Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, GWAC is treated as the acquired company and Cipher is treated as the acquirer for financial statement reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Cipher issuing stock for the net assets of GWAC, accompanied by a recapitalization. The net assets of GWAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Cipher. Cipher has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • Cipher’s existing shareholders will have the greatest voting interest in the combined entity under the no redemption and maximum redemption scenarios with over 75% of the voting interest in each scenario; • Cipher will have the ability to nominate a majority of the members of the board of directors of the combined entity; • Cipher’s senior management will be the senior management of the combined entity; and • Cipher’s operations prior to the acquisition comprising the only ongoing operations of New Cipher. Power and hosting arrangements After January 31, 2021, the Company is party to, or is poised to become party to, several power and hosting arrangements. Most of these arrangements are not considered final and are therefore non-binding The first power arrangement was a term sheet entered into by BHBV in January 2020 for a power purchase agreement with a third-party provider for the supply of electric power to a site in Texas for a term of five years with a subsequent automatic annual renewal provision. Under this term sheet, the parties agree to enter into a separate land lease agreement for the construction of a planned data center and ancillary infrastructure. The second hosting arrangement was a term sheet entered into by the Company in February 2021 for a Bitcoin mining hosting agreement with turnkey infrastructure for the hosting of the Company’s Bitcoin mining equipment to generate computational power at the three facilities in Ohio owned or leased by the counterparty. This term sheet provides for a term of five years with automatic five-year renewal provisions. The definitive agreement pursuant to this term sheet has been entered into on April 1, 2021 and amended and restated on May 12, 2021. The third power arrangement was a letter of intent entered into by BHBV in January 2021 containing basic terms and conditions to enter into a joint venture agreement to build, equip and operate one or more data centers in Texas with a counterparty (“ Joint Venture The Joint Venture is still in the planning phase and has nominal operations and working capital. Currently, the Joint Venture does not meet the definition of a variable interest entity in accordance with ASC 810 and does not have a controlling voting interest. The Company will have significant influence over the operations and major decisions. | NOTE 7 The Company has completed an evaluation of all subsequent events after the balance sheet date up to the date that the financial statements were issued. Except as described in the notes above and set out below, the Company has concluded that no subsequent event has occurred that requires disclosure. Business Combination On July 26, 2021, Good Works filed amendment #3 to the Registration Statement on form S-4 On August 25, 2021, Good Works shareholders voted to approve the Business Combination with the Company and other related matters in the proxy statements. Upon the consummation of the Business Combination, GWAC Common Stock and GWAC Warrants ceased trading on the NASDAQ Stock Exchange (the “NASDAQ”), and Cipher Mining Common Stock and Cipher Mining Warrants began trading on August 30, 2021 on the NASDAQ under the ticker symbols “CIFR” and “CIFRW,” respectively. On August 27, 2021, Good Works and Bitfury Top HoldCo amended the subscription agreement (the “Amended and Restated Bitfury Subscription Agreement”), and pursuant to the Amended and Restated Bitfury Subscription Agreement, Bitfury Top HoldCo agreed to subscribe for and purchase, and Good Works agreed to issue and sell to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo) an additional 1,000,000 shares of Common Stock in Cipher Mining at a purchase price of $10.00 per share (the “Additional Shares”) for an aggregate purchase price for the Additional Shares of $10,000,000 (the “Additional Purchase Price”), so that Bitfury Top HoldCo’s aggregate subscription under the private placement is 6,000,000 shares of Common Stock in Cipher Mining, for an aggregate of $60,000,000 (the “Amended Bitfury Private Placement”). The Additional Purchase Price is due 14 days after the closing of the Business Combination. Purchase commitments On August 20, 2021 and on August 30, 2021, the Company and Bitmain Technologies Limited (“Bitmain”) entered into a Non-Fixed Non-Fixed five five On September 2, 2021, the Company entered into a Framework Agreement on Supply of Blockchain Servers with SuperAcme Technology (Hong Kong) Limited (the “SuperAcme Agreement”) to purchase 60,000 MicroBT M30S, M30S+ and M30S++ miners, which will be delivered in six batches on a monthly basis between July 2022 and year-end 2022. The expected final purchase price under the SuperAcme Agreement is approximately $222,400,800 with a deposit due 10 business days after the execution of the SuperAcme Agreement and advance payment due thereafter in advance of certain batches of supply being delivered and subject to additional floating price terms. Each batch of miners must be paid in full prior to delivery. As of September 3, 2021, the Company had paid deposits of $22,240,080 for the miners. Change in fiscal year Starting with the quarter ended September 30, 2021, the Company plans to assume Cipher Mining’s financial calendar with its third fiscal quarter ending September 30 and its fiscal year ending December 31. This change to the fiscal year end was approved by the Cipher Mining’s board of directors on September 22, 2021. This change to the fiscal year end was approved by Cipher Mining’s board of directors on September 23, 2021. | ||
GOOD WORKS ACQUISITION CORP. [Member] | ||||
Subsequent Event [Line Items] | ||||
Subsequent Events | Note 10 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up the date that the financial statements were issued. The Company identified one subsequent event on July 8, 2021 related to the issuance of the S-4 benefit-in-kind I-Bankers non-interest | Note 11 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 5, 2021, the Company (or “Good Works”) entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “ Merger Agreement Merger Sub Cipher Merger Cipher will be treated as the acquiror for accounting purposes Good Works Common Stock Concurrent with execution of the Merger Agreement, Good Works entered into subscription agreements (the “ Subscription Agreements PIPE Investors PIPE Financing Concurrent with the execution of the Merger Agreement and the execution of the Subscription Agreements with the PIPE Investors, Bitfury, the parent company of Cipher, agreed to subscribe for and purchase, and Good Works agreed to issue and sell to Bitfury, concurrent with the Closing (as defined in the Merger Agreement), an aggregate of 5,000,000 shares of Good Works Common Stock in exchange for a benefit-in-kind Works Bitfury Subscription Agreement BHBV to discount the Service Fees (as that term is defined in the Master Service benefit-in-kind |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 1 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Basis of Presentation | Basis of presentation The Company maintains its books of account and prepares financial statements in accordance with Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”). The Company’s fiscal year ends on January 31. | Basis of presentation The accompanying unaudited interim financial statements of the Company are presented in accordance with U.S. GAAP and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the balances and results for the periods presented. These unaudited interim results are not necessarily indicative of the results expected for the full fiscal year or any future period. The Company’s fiscal year ends on January 31. These unaudited interim financial statements should be read in conjunction with the financial statements and the related notes included in the Company’s annual financial statements for the fiscal year ended January 31, 2021 included in the Good Works final prospectus and definitive proxy statement dated August 2, 2021, filed with the SEC pursuant to Rule 424(b)(3) under the U.S. Securities Act of 1933. | ||
Use of Estimates | Use of estimates The preparation of financial statements in conformity with U.S. 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. 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. | Use of estimates The preparation of financial statements in conformity with U.S. 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. 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. | ||
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. As of July 31, 2021, the Company had no cash equivalents. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on these deposits. | |||
Fair Value of Financial Instruments | Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. | Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. | ||
Offering Costs | Deferred offering costs Deferred offering costs consist of legal fees incurred through the balance sheet date that are directly related to the Business Combination and that will be charged to shareholder equity upon the completion of the Business Combination. Should the Business Combination prove to be unsuccessful (i.e., if the transaction fails to close), these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | Deferred offering and deferred investment costs Deferred offering costs consist of legal and accounting fees incurred through the balance sheet date that are directly related to the Business Combination and that will be charged to shareholder equity upon the completion of the Business Combination. Deferred investment costs consist of legal fees incurred through the balance sheet date that are directly related to the formation of a joint venture (see Note 6 | ||
Deferred offering and deferred investment costs | Deferred offering costs Deferred offering costs consist of legal fees incurred through the balance sheet date that are directly related to the Business Combination and that will be charged to shareholder equity upon the completion of the Business Combination. Should the Business Combination prove to be unsuccessful (i.e., if the transaction fails to close), these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | Deferred offering and deferred investment costs Deferred offering costs consist of legal and accounting fees incurred through the balance sheet date that are directly related to the Business Combination and that will be charged to shareholder equity upon the completion of the Business Combination. Deferred investment costs consist of legal fees incurred through the balance sheet date that are directly related to the formation of a joint venture (see Note 6 | ||
Property and equipment | Property and equipment Property and equipment consisted of computer equipment and is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, which is generally three years for computer-related assets. Computer equipment purchased from January 7, 2021 (inception) through January 31, 2021 was approximately $1,642. Depreciation expense from January 7, 2021 (inception) through January 31, 2021 was $5. | Property and equipment Property and equipment consists of computer equipment and is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, which is generally three years for computer-related assets. Property and equipment, net consisted of the following: July 31, 2021 January 31, 2021 Computer equipment $ 4,762 $ 1,642 Less: accumulated depreciation (668 ) (5 ) Property and equipment, net $ 4,094 $ 1,637 | ||
Impairment of long-lived assets | Impairment of long-lived assets Management will review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used | |||
Revenue recognition | Revenue recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: • Step 1: Identify the contract with the customer • Step 2: Identify the performance obligations in the contract • Step 3: Determine the transaction price • Step 4: Allocate the transaction price to the performance obligations in the contract • Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: • Variable consideration • Constraining estimates of variable consideration • The existence of a significant financing component in the contract • Noncash consideration • Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Digital Asset Mining Services Providing computing power in digital asset transaction verification services will be an output of the Company’s ordinary activities. The provision of providing such computing power is a performance obligation. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received. The consideration is all variable. There is no significant financing component in these transactions. Mining Pools The Company will also enter into digital asset mining pools by executing contracts, as amended from time to time, with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company will be entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which will be recorded as contra-revenue), Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Consideration is constrained from recognition until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive; at this time, cumulative revenue is longer probable of significant reversal, i.e., associated uncertainty is resolved. There is no significant financing component in these transactions. There is, however, consideration payable to the customer in the form of a pool operator fee, payable only if the pool is the first to solve the equation; this fee will be deducted from the proceeds received by the Company and will be recorded as contra-revenue, as it does not represent a payment for a distinct good or service as described in ASC 606-10-32-25. | Revenue recognition The Company recognizes revenue under FASB ASC 606, “Revenue from Contracts with Customers.” The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: • Step 1: Identify the contract with the customer • Step 2: Identify the performance obligations in the contract • Step 3: Determine the transaction price • Step 4: Allocate the transaction price to the performance obligations in the contract • Step 5: Recognize revenue when the company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: • Variable consideration • Constraining estimates of variable consideration • The existence of a significant financing component in the contract • Noncash consideration • Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Digital asset mining services Providing computing power in digital asset transaction verification services will be an output of the Company’s ordinary activities. The provision of providing such computing power is a performance obligation. The transaction consideration the Company receives, if any, is noncash consideration, which the Company will measure at fair value on the date received. The consideration is all variable. There is no significant financing component in these transactions. Mining pools The Company will also enter into digital asset mining pools by executing contracts, as amended from time to time, with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company will be entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which will be recorded as contra-revenue), for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company will measure at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Consideration is constrained from recognition until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive; at this time, cumulative revenue is no longer probable of significant reversal, i.e., associated uncertainty is resolved. There is no significant financing component in these transactions. There is, however, consideration payable to the customer in the form of a pool operator fee, payable only if the pool is the first to solve the equation; this fee will be deducted from the proceeds received by the Company and will be recorded as contra-revenue, as it does not represent a payment for a distinct good or service as described in ASC 606-10-32-25. Certain aspects of the Company’s performance obligations, such as providing computing power, may be contracted to various third parties and there is a risk that if these parties are unable to perform or curtail their operations, the Company’s revenue and operating results may be affected. Please see Note 6 | ||
Cryptocurrencies | Cryptocurrencies Cryptocurrencies, including Bitcoin, will be included in current assets in the balance sheets. Cryptocurrencies purchased will be recorded at cost and cryptocurrencies awarded to the Company through its mining activities will be accounted for in connection with the Company’s revenue recognition policy disclosed above. Cryptocurrencies will be accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Purchases of cryptocurrencies made by the Company will be included within investing activities in the statements of cash flows, while cryptocurrencies awarded to the Company through its mining activities will be included as a non-cash | |||
Income Taxes | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Income taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of July 31, 2021 or January 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of July 31, 2021 and January 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | ||
Net loss per share | Net loss per share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. There were no common shares outstanding during the period from January 7, 2021 (inception) through January 31, 2021. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the Company has reported a net loss from January 7, 2021 (inception) through January 31, 2021. There were no potentially dilutive securities outstanding at any point from January 7, 2021 (inception) through January 31, 2021. | Net loss per share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the Company has reported a net loss for the six months ended July 31, 2021. There were no potentially dilutive securities outstanding at any point during the six months ended July 31, 2021. | ||
Recent Accounting Pronouncements | Recent accounting pronouncements issued but not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05 issued by FASB, the entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements and disclosures. However, the Company believes that the definitive hosting agreement, dated April 1, 2021, as amended and restated in its entirety on May 12, 2021, by and between the Company and 500 N 4th Street LLC (the “Standard Power Hosting Agreement”) is a lease because it conveys the right to control the use of an identified asset (electric power infrastructure) to the Company for a period of time in exchange for consideration. Once the Standard Power Hosting Agreement is effective, the Company will record a right of use asset and a corresponding lease liability in accordance with Topic 842. | Recent accounting pronouncements issued but not yet adopted In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases corresponding right-of-use assets. ASU 2020-05 issued guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements and disclosures. The Company entered into a series of agreements with affiliates of Luminant ET Services Company LLC (“Luminant”), including the Lease Agreement dated June 29, 2021, with amendment and restatement on July 9, 2021 (as amended and restated, the “Luminant Lease Agreement”). Once the Luminant Lease Agreement is effective and the Company has control over the applicable leased asset, the Company will record both a right-of-use asset | ||
Fair Value of Digital Currencies | Fair Value of Digital Currencies Fair value of the cryptocurrency award received will be determined using the quoted price of the related cryptocurrency at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s financial position and results from operations. | |||
GOOD WORKS ACQUISITION CORP. [Member] | ||||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X 10-Q 10-KA | Basis of Presentation The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements as of December 31, 2020 and for the period from June 24, 2020 (Inception) through December 31, 2020 the (“Affected Period”), is restated in this Annual Report on Form 10-K/A | ||
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s 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 revenues and expenses during the reporting period. 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. | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s 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 revenues and expenses during the reporting period. 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. | ||
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 or December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | ||
Investment Held in Trust Account | Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities with a maturity of 180 days or less. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized held-to-maturity | Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity | ||
Fair Value Measurements | Fair Value Measurements (Restated) FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed consolidated balance sheet as of June 30, 2021 and the balance sheet as of December 31, 2020. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of June 30, 2021 and December 31, 2020 due to the short maturities of such instruments. Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 170,032,591 $ — $ — $ 170,032,591 $ 170,032,591 $ — $ — $ 170,032,591 Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Liabilities: Private stock warrant liabilities $ — $ — $ 199,402 $ 199,402 $ — $ — $ 199,402 $ 199,402 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 203 $ — $ — $ 203 U.S. Treasury Securities held in Trust Account 170,027,139 — — 170,027,139 $ 170,027,342 $ — $ — $ 170,027,342 Liabilities: Private stock warrant liabilities $ — $ — $ 123,070 $ 123,070 $ — $ — $ 123,070 $ 123,070 The Private Warrants are accounted for as liabilities pursuant to ASC 815-40 As of June 30, 2021 and December 31, 2020 the estimated fair value of the Private Warrants was determined using a Black Sholes valuation model using Level 3 inputs. Significant inputs to the valuation are as follows: As of As of Exercise price $ 11.50 $ 11.50 Stock price 9.95 9.95 Volatility 18.40 % 23.8 % Probability of completing a business combination 88.30 % 90 % Term 5.42 5.17 Risk-free rate 0.42 % 0.90 % Dividend yield 0.00 % 0.00 % The following table presents a summary of the changes in the fair value of the Private Warrants, a Level 3 liability, measured on a recurring basis. Warrant liabilities at January 1, 2021 $ 123,070 Change in fair value of warrant liabilities 110,872 Warrant liabilities at March 31, 2021 $ 233,942 Change in fair value of warrant liabilities (34,540 ) Warrant liabilities at June 30, 2021 $ 199,402 The non-cash | Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2020 due to the short maturities of such instruments. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 203 $ — $ — $ 203 U.S. Treasury Securities held in Trust Account 170,027,139 — — 170,027,139 $ 170,027,342 $ — $ — $ 170,027,342 Liabilities: Private stock warrant liabilities (Restated) $ — $ — $ 123,070 $ 123,070 $ — $ — $ 123,070 $ 123,070 As of December 31, 2020, the estimated fair value of the Private Placement Warrants was determined using a Black Sholes valuation model using Level 3 inputs. Significant inputs to the valuation are as follows: At Issuance As of Exercise price $ 11.50 $ 11.50 Stock price $ 9.40 $ 9.95 Volatility 23.0 % 18.4 % Probability of completing a Business Combination 88.3 % 88.3 % Term 5.61 5.42 Risk-free rate 0.42 % 0.42 % Dividend yield 0.0 % 0.0 % Risk-free interest rate: Dividend yield: Volatility: Remaining term: The change in fair value of Private Warrants through December 31, 2020 is as follows: Warrant liabilities at June 24, 2020 (inception) $ — Issuance of private warrants 142,353 Change in fair value of warrant liabilities (19,283 ) Warrant liabilities at December 31, 2020 $ 123,070 | ||
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. | |||
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The 114,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The 114,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement | ||
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for common stock subject to possible redemption in accordance with the guidance in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | ||
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 | ||
Deferred offering and deferred investment costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 | ||
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial for the six month period ended June 30, 2021 and for the period from June 24, 2020 (inception) to December 31, 2020. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | ||
Net loss per share | Net Loss Per Common Share Net loss per share is computed by dividing loss by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations include a presentation of net loss per share for common shares subject to possible redemption in a manner similar to the two-class Net loss per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net loss per common share: For the For the Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 49,769 $ 12,113 Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes $ (79,151 ) $ (39,575 ) Net loss attributable to Common stock subject to possible redemption $ (29,382 ) $ (27,462 ) Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding 16,818,439 17,000,000 Basic and diluted net loss per share, common stock subject to possible redemption $ (0.00 ) $ (0.00 ) For the For the Non-Redeemable Numerator: Net loss minus amount allocable to redeemable common stock and change in fair value Net loss $ (2,058,982 ) $ (1,043,472 ) Less: Net loss allocable to common stock subject to possible redemption 29,382 27,462 Non-redeemable $ (2,029,600 ) $ (1,016,009 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 4,659,492 4,478,000 Basic and diluted net loss per share, non-redeemable $ (0.44 ) $ (0.23 ) Good Works Acquisition Corp. was formed on June 24, 2020. The Founders Shares were not issued until July 2020. As a result, a comparative calculation of net income per share for the period ending June 2020 is not applicable. See accompanying notes to unaudited condensed consolidated financial statements. | Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of net income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share: For the Restated Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 27,342 Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes (34,679 ) Net loss attributable to Common stock subject to possible redemption $ (7,337 ) Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding 16,723,356 Basic and diluted net loss per share, common stock subject to possible redemption $ (0.00 ) Non-Redeemable Numerator: Net loss minus amount allocable to redeemable common stock and change in fair value Net loss $ (107,031 ) Less: Net loss allocable to common stock subject to possible redemption 7,337 Non-redeemable $ (99,694 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 4,483,216 Basic and diluted net loss per share, non-redeemable $ (0.02 ) | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies (Tables) - GOOD WORKS ACQUISITION CORP. [Member] | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values | Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 170,032,591 $ — $ — $ 170,032,591 $ 170,032,591 $ — $ — $ 170,032,591 Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Liabilities: Private stock warrant liabilities $ — $ — $ 199,402 $ 199,402 $ — $ — $ 199,402 $ 199,402 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 203 $ — $ — $ 203 U.S. Treasury Securities held in Trust Account 170,027,139 — — 170,027,139 $ 170,027,342 $ — $ — $ 170,027,342 Liabilities: Private stock warrant liabilities $ — $ — $ 123,070 $ 123,070 $ — $ — $ 123,070 $ 123,070 | Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 203 $ — $ — $ 203 U.S. Treasury Securities held in Trust Account 170,027,139 — — 170,027,139 $ 170,027,342 $ — $ — $ 170,027,342 Liabilities: Private stock warrant liabilities (Restated) $ — $ — $ 123,070 $ 123,070 $ — $ — $ 123,070 $ 123,070 |
Schedule of estimated fair value of public warrants was determined by public trading price and private placement warrants was determined using a Black Scholes valuation model using Level 3 inputs | As of As of Exercise price $ 11.50 $ 11.50 Stock price 9.95 9.95 Volatility 18.40 % 23.8 % Probability of completing a business combination 88.30 % 90 % Term 5.42 5.17 Risk-free rate 0.42 % 0.90 % Dividend yield 0.00 % 0.00 % | At Issuance As of Exercise price $ 11.50 $ 11.50 Stock price $ 9.40 $ 9.95 Volatility 23.0 % 18.4 % Probability of completing a Business Combination 88.3 % 88.3 % Term 5.61 5.42 Risk-free rate 0.42 % 0.42 % Dividend yield 0.0 % 0.0 % |
Schedule of change in fair value of the derivative warrant liabilities | Warrant liabilities at January 1, 2021 $ 123,070 Change in fair value of warrant liabilities 110,872 Warrant liabilities at March 31, 2021 $ 233,942 Change in fair value of warrant liabilities (34,540 ) Warrant liabilities at June 30, 2021 $ 199,402 | Warrant liabilities at June 24, 2020 (inception) $ — Issuance of private warrants 142,353 Change in fair value of warrant liabilities (19,283 ) Warrant liabilities at December 31, 2020 $ 123,070 |
Schedule of basic and diluted income (loss) per common share | For the For the Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 49,769 $ 12,113 Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes $ (79,151 ) $ (39,575 ) Net loss attributable to Common stock subject to possible redemption $ (29,382 ) $ (27,462 ) Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding 16,818,439 17,000,000 Basic and diluted net loss per share, common stock subject to possible redemption $ (0.00 ) $ (0.00 ) For the For the Non-Redeemable Numerator: Net loss minus amount allocable to redeemable common stock and change in fair value Net loss $ (2,058,982 ) $ (1,043,472 ) Less: Net loss allocable to common stock subject to possible redemption 29,382 27,462 Non-redeemable $ (2,029,600 ) $ (1,016,009 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 4,659,492 4,478,000 Basic and diluted net loss per share, non-redeemable $ (0.44 ) $ (0.23 ) | For the Restated Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 27,342 Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes (34,679 ) Net loss attributable to Common stock subject to possible redemption $ (7,337 ) Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding 16,723,356 Basic and diluted net loss per share, common stock subject to possible redemption $ (0.00 ) Non-Redeemable Numerator: Net loss minus amount allocable to redeemable common stock and change in fair value Net loss $ (107,031 ) Less: Net loss allocable to common stock subject to possible redemption 7,337 Non-redeemable $ (99,694 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 4,483,216 Basic and diluted net loss per share, non-redeemable $ (0.02 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | ||
Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Property Plant And Equipment Abstract | Property and equipment, net consisted of the following: July 31, 2021 January 31, 2021 Computer equipment $ 4,762 $ 1,642 Less: accumulated depreciation (668 ) (5 ) Property and equipment, net $ 4,094 $ 1,637 | ||
GOOD WORKS ACQUISITION CORP. [Member] | |||
Schedule of fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values | Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 170,032,591 $ — $ — $ 170,032,591 $ 170,032,591 $ — $ — $ 170,032,591 Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Liabilities: Private stock warrant liabilities $ — $ — $ 199,402 $ 199,402 $ — $ — $ 199,402 $ 199,402 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 203 $ — $ — $ 203 U.S. Treasury Securities held in Trust Account 170,027,139 — — 170,027,139 $ 170,027,342 $ — $ — $ 170,027,342 Liabilities: Private stock warrant liabilities $ — $ — $ 123,070 $ 123,070 $ — $ — $ 123,070 $ 123,070 | Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: U.S. Money Market held in Trust Account $ 203 $ — $ — $ 203 U.S. Treasury Securities held in Trust Account 170,027,139 — — 170,027,139 $ 170,027,342 $ — $ — $ 170,027,342 Liabilities: Private stock warrant liabilities (Restated) $ — $ — $ 123,070 $ 123,070 $ — $ — $ 123,070 $ 123,070 | |
Schedule of estimated fair value of public warrants was determined by public trading price and private placement warrants was determined using a Black Scholes valuation model using Level 3 inputs | As of As of Exercise price $ 11.50 $ 11.50 Stock price 9.95 9.95 Volatility 18.40 % 23.8 % Probability of completing a business combination 88.30 % 90 % Term 5.42 5.17 Risk-free rate 0.42 % 0.90 % Dividend yield 0.00 % 0.00 % | At Issuance As of Exercise price $ 11.50 $ 11.50 Stock price $ 9.40 $ 9.95 Volatility 23.0 % 18.4 % Probability of completing a Business Combination 88.3 % 88.3 % Term 5.61 5.42 Risk-free rate 0.42 % 0.42 % Dividend yield 0.0 % 0.0 % | |
Schedule of changes in the fair value of the private placement Warrants, a Level 3 liability, measured on a recurring basis | Warrant liabilities at January 1, 2021 $ 123,070 Change in fair value of warrant liabilities 110,872 Warrant liabilities at March 31, 2021 $ 233,942 Change in fair value of warrant liabilities (34,540 ) Warrant liabilities at June 30, 2021 $ 199,402 | Warrant liabilities at June 24, 2020 (inception) $ — Issuance of private warrants 142,353 Change in fair value of warrant liabilities (19,283 ) Warrant liabilities at December 31, 2020 $ 123,070 | |
Schedule of basic and diluted net income per common share | For the For the Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 49,769 $ 12,113 Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes $ (79,151 ) $ (39,575 ) Net loss attributable to Common stock subject to possible redemption $ (29,382 ) $ (27,462 ) Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding 16,818,439 17,000,000 Basic and diluted net loss per share, common stock subject to possible redemption $ (0.00 ) $ (0.00 ) For the For the Non-Redeemable Numerator: Net loss minus amount allocable to redeemable common stock and change in fair value Net loss $ (2,058,982 ) $ (1,043,472 ) Less: Net loss allocable to common stock subject to possible redemption 29,382 27,462 Non-redeemable $ (2,029,600 ) $ (1,016,009 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 4,659,492 4,478,000 Basic and diluted net loss per share, non-redeemable $ (0.44 ) $ (0.23 ) | For the Restated Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 27,342 Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes (34,679 ) Net loss attributable to Common stock subject to possible redemption $ (7,337 ) Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding 16,723,356 Basic and diluted net loss per share, common stock subject to possible redemption $ (0.00 ) Non-Redeemable Numerator: Net loss minus amount allocable to redeemable common stock and change in fair value Net loss $ (107,031 ) Less: Net loss allocable to common stock subject to possible redemption 7,337 Non-redeemable $ (99,694 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 4,483,216 Basic and diluted net loss per share, non-redeemable $ (0.02 ) |
Deposits (Tables)
Deposits (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Deposits Disclosure [Abstract] | |
Schedule of deposits consisted | Deposits consisted of the following: July 31, 2021 Luminant Purchase and Sale Agreement collateral (see Note 6) $ 3,063,020 Deposits on equipment 264,316 Other deposits 41,250 Total deposits $ 3,368,586 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Related Party Transactions [Abstract] | |
Summary of details of advances made under the loan agreement | Details of advances made under the loan agreement through July 31, 2021 are below: Date of advance Maturity date Amount February 8, 2021 February 7, 2022 $ 100,000 April 6, 2021 April 5, 2022 200,000 April 22, 2021 April 21, 2022 600,000 June 2, 2021 June 1, 2022 52,871 June 10, 2021 June 9, 2022 750,000 June 24, 2021 June 23, 2022 56,400 June 29, 2021 June 28, 2022 2,650,000 July 6, 2021 July 5, 2022 101,045 July 29, 2021 July 28, 2022 300,000 July 30, 2021 July 29, 2022 54,000 $4,864,316 |
Restatement of Financial Stat_2
Restatement of Financial Statements (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Restatement of Financial Statements [Abstract] | |
Summary Of Restatement Of Financial Statements | As of December 31, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 171,601,077 $ — $ 171,601,077 Liabilities, redeemable non-controlling Total current liabilities $ 129,388 $ — $ 129,388 Warrant liabilities 9,167,678 (9,044,608 ) (1)(2) 123,070 Total liabilities 9,297,066 (9,044,608 ) 252,458 Common stock, $0.001 par value; shares subject to possible redemption 157,304,001 9,044,608 (1)(2) 166,348,609 Stockholders’ equity Preferred stock- $0.001 par value — — — Common stock - $0.001 par value 5,748 (905 ) (2) 4,843 Additional paid-in-capital 3,882,343 1,219,855 (2) 5,102,198 Retained earnings (deficit) 1,111,919 (1,218,950 ) (2) (107,031 ) Total stockholders’ equity 5,000,010 — 5,000,010 Total liabilities and stockholders’ equity $ 171,601,077 $ — $ 171,601,077 Period From June 24, 2020 (Inception) Through December 31, 2020 As Previously Restatement As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (153,657 ) $ — $ (153,657 ) Other (expense) income: Change in fair value of warrant liabilities 1,238,234 (1,218,950 ) (2) 19,284 Interest income 27,342 — 27,342 Total other (expense) income 1,265,576 (1,218,950 ) 46,626 Net income (loss) $ 1,111,919 $ (1,218,950 ) $ (107,031 ) Basic and diluted weighted-average redeemable common shares outstanding 16,710,435 12,921 16,723,356 Basic and diluted net income (loss) per redeemable common shares $ (0.00 ) — $ (0.00 ) Basic and diluted weighted-average non-redeemable 4,496,137 (12,921 ) 4,483,216 Basic and diluted net income (loss) per non-redeemable $ 0.25 $ (0.27 ) $ (0.02 ) Period From June 24, 2020 (Inception) Through December 31, 2020 As Previously Restatement As Restated Statement of Cash Flows Net income (loss) $ 1,111,919 $ (1,218,950 ) (2) $ (107,032 ) Adjustment to reconcile net loss to net cash used in operating activities (1,433,559 ) 1,218,950 (2) (214,608 ) Net cash used in operating activities (321,640 ) — (321,640 ) Net cash used in investing activities (170,000,000 ) — (170,000,000 ) Net cash provided by financing activities 171,598,004 — 171,598,004 Net change in cash $ 1,276,364 $ — $ 1,276,364 Supplemental disclosure of non-cash Initial value of common stock subject to possible redemption $ 156,065,767 $ 11,501,792 $ 167,567,559 |
Investment Held in Trust Acco_2
Investment Held in Trust Account (Tables) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
GOOD WORKS ACQUISITION CORP. [Member] | ||
Schedule of fair value of held to maturity securities | Carrying Gross Unrealized Gross Unrealized Fair Value as of U.S. Money Market $ 203 $ — $ — $ 203 U.S. Treasury Securities 170,027,139 4,916 (148 ) 170,031,907 $ 170,027,342 $ 4,916 $ (148 ) $ 170,032,110 Carrying Gross Unrealized T-Bill Maturity Gross Unrealized Fair Value as of June 30, 2021 U.S. Money Market $ 203 $ 2,908 $ 170,074,000 $ (44,520 ) $ 170,032,591 U.S. Treasury Securities 170,064,795 9,205 $ (170,074,000 ) — — $ 170,064,998 $ 12,113 $ — $ (44,520 ) $ 170,032,591 | Carrying Gross Gross Fair Value U.S. Money Market $ 203 $ — $ — $ 203 U.S. Treasury Securities 170,027,139 4,916 (148 ) 170,031,907 $ 170,027,342 $ 4,916 $ (148 ) $ 170,032,110 |
Income Tax (Tables)
Income Tax (Tables) - GOOD WORKS ACQUISITION CORP. [Member] | 6 Months Ended |
Dec. 31, 2020 | |
Schedule of deferred tax assets | December 31, Deferred tax asset Organizational costs/Startup expenses $ 21,868 Federal net operating loss 4,658 Total deferred tax asset 26,526 Valuation allowance (26,526 ) Deferred tax asset, net of allowance $ — |
Schedule of income tax provision | December 31, Federal Current $ — Deferred (26,526 ) State Current — Deferred — Change in valuation allowance 26,526 Income tax provision $ — |
Schedule of reconciliation of federal income tax rate | Statutory federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities 3.80 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (24.8 )% Income tax provision — % |
Description of Organization, _3
Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Assets that are Measured at Fair Value (Details) - GOOD WORKS ACQUISITION CORP. [Member] | Dec. 31, 2020USD ($) |
Assets: | |
Assets held in trust account | $ 170,027,342 |
Liabilities: | |
Fair value measurement liabilities | 123,070 |
U.S. Money Market held in Trust Account [Member] | |
Assets: | |
Assets held in trust account | 203 |
U.S. Treasury Securities held in Trust Account [Member] | |
Assets: | |
Assets held in trust account | 170,027,139 |
Fair Value Measured Level 1 [Member] | |
Assets: | |
Assets held in trust account | 170,027,342 |
Liabilities: | |
Fair value measurement liabilities | 0 |
Fair Value Measured Level 1 [Member] | U.S. Money Market held in Trust Account [Member] | |
Assets: | |
Assets held in trust account | 203 |
Fair Value Measured Level 1 [Member] | U.S. Treasury Securities held in Trust Account [Member] | |
Assets: | |
Assets held in trust account | 170,027,139 |
Fair Value Measured Level 2 [Member] | |
Assets: | |
Assets held in trust account | |
Liabilities: | |
Fair value measurement liabilities | |
Fair Value Measured Level 2 [Member] | U.S. Money Market held in Trust Account [Member] | |
Assets: | |
Assets held in trust account | |
Fair Value Measured Level 2 [Member] | U.S. Treasury Securities held in Trust Account [Member] | |
Assets: | |
Assets held in trust account | |
Fair Value Measured Level 3 [Member] | |
Assets: | |
Assets held in trust account | |
Liabilities: | |
Fair value measurement liabilities | 123,070 |
Fair Value Measured Level 3 [Member] | U.S. Money Market held in Trust Account [Member] | |
Assets: | |
Assets held in trust account | |
Fair Value Measured Level 3 [Member] | U.S. Treasury Securities held in Trust Account [Member] | |
Assets: | |
Assets held in trust account | |
Private stock warrant liabilities [Member] | |
Liabilities: | |
Fair value measurement liabilities | 123,070 |
Private stock warrant liabilities [Member] | Fair Value Measured Level 1 [Member] | |
Liabilities: | |
Fair value measurement liabilities | 0 |
Private stock warrant liabilities [Member] | Fair Value Measured Level 2 [Member] | |
Liabilities: | |
Fair value measurement liabilities | |
Private stock warrant liabilities [Member] | Fair Value Measured Level 3 [Member] | |
Liabilities: | |
Fair value measurement liabilities | $ 123,070 |
Description of Organization, _4
Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Estimated Fair Value of Public Warrants was Determined by Public Trading Price and Private Placement Warrants was Determined Using a Black Scholes Valuation Model Using Level 3 Inputs (Details) - GOOD WORKS ACQUISITION CORP. [Member] - $ / shares | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | |
Exercise price (in Dollars per share) | $ 11.50 | |
Stock price (in Dollars per share) | $ 9.95 | $ 12 |
Volatility | 18.40% | |
Term | 5 years 5 months 1 day | |
Risk-free rate | 0.42% | |
Dividend yield | 0.00% | |
Cipher Mining Technologies Inc. [Member] | ||
Probability of completing a Business Combination | 88.30% | 60.00% |
Issuance [Member] | ||
Exercise price (in Dollars per share) | $ 11.50 | |
Stock price (in Dollars per share) | $ 9.40 | |
Volatility | 23.00% | |
Term | 5 years 7 months 9 days | |
Risk-free rate | 0.42% | |
Dividend yield | 0.00% | |
Issuance [Member] | Cipher Mining Technologies Inc. [Member] | ||
Probability of completing a Business Combination | 88.30% |
Description of Organization, _5
Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Change in Fair Value of the Derivative Warrant Liabilities (Details) - GOOD WORKS ACQUISITION CORP [Member] | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Warrant liabilities, Beginning balance | |
Issuance of private warrants | 142,353 |
Change in fair value of warrant liabilities | (19,283) |
Warrant liabilities, Ending balance | $ 123,070 |
Description of Organization, _6
Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Basic and Diluted Income (Loss) Per Common Share (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jan. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | |
Numerator: Net loss minus amount allocable to redeemable common stock and change in fair value | ||||||||
Net loss | $ (3,480) | $ (817,104) | ||||||
GOOD WORKS ACQUISITION CORP [Member] | ||||||||
Numerator: Earnings allocable to Common stock subject to possible redemption | ||||||||
Income from investments held in Trust Account | $ 12,113 | $ 49,769 | $ 27,342 | |||||
Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes | $ (39,575) | $ (79,151) | (34,679) | |||||
Net loss attributable to Common stock subject to possible redemption | $ (7,337) | |||||||
Denominator: Weighted average common stock subject to possible redemption | ||||||||
Basic and diluted weighted average shares outstanding | 17,000,000 | 16,818,439 | 16,723,356 | |||||
Basic and diluted net loss per share, common stock subject to possible redemption (in Dollars per share) | $ 0 | $ 0 | $ 0 | |||||
Numerator: Net loss minus amount allocable to redeemable common stock and change in fair value | ||||||||
Net loss | $ (1,043,472) | $ (1,015,510) | $ (2,000) | $ (2,058,982) | $ (107,031) | $ (2,000) | ||
Less: Net loss allocable to common stock subject to possible redemption | 27,462 | 29,382 | 7,337 | |||||
Non-redeemable net loss | $ (1,016,009) | $ (2,029,600) | $ (99,694) | |||||
Denominator: Weighted Average Non-Redeemable Common Stock | ||||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | 4,478,000 | 4,659,492 | 4,483,216 | |||||
Basic and diluted net loss per share, non-redeemable common stock | $ (0.23) | $ (0.44) | $ (0.02) |
Description of Organization, _7
Description of Organization, Business Operations and Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | Nov. 17, 2020 | Oct. 26, 2020 | Oct. 22, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jul. 31, 2021 | Jan. 31, 2021 |
Description of Organization Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Details [Line Items] | |||||||
Cash | $ 655,172 | $ 0 | |||||
Common stock, issued and outstanding, excluding shares subject to possible redemption (in Shares) | 500 | 0 | |||||
GOOD WORKS ACQUISITION CORP. [Member] | |||||||
Description of Organization Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Details [Line Items] | |||||||
Unit price (in Dollars per share) | $ 10 | ||||||
Gross proceeds from issuance | $ 20,000,000 | $ 20,000,000 | |||||
Percentage of assets held in the trust account | 80.00% | ||||||
Description of acuired pro rata interest | The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. | ||||||
Trust account expenses of the liquidation | $ 100,000 | $ 100,000 | |||||
Net intangible assets | $ 5,000,001 | $ 5,000,001 | |||||
Percentage of redeem public shares | 100.00% | 100.00% | |||||
Public per share (in Dollars per share) | 50.00% | 10.00% | |||||
Cash | $ 1,276,364 | ||||||
Expected dividend yield, percentage | 0.00% | ||||||
Federal depository insurance coverage | $ 250,000 | $ 250,000 | |||||
Offering costs | 870,120 | 870,120 | |||||
Underwriting discount | 450,000 | 450,000 | |||||
Other cash expenses | $ 420,120 | $ 420,120 | |||||
Common stock, issued and outstanding, excluding shares subject to possible redemption (in Shares) | 4,478,000 | 4,843,139 | |||||
Gross proceeds from overallotment (in Dollars) | $ 20,000,000 | ||||||
GOOD WORKS ACQUISITION CORP. [Member] | Cipher Mining Technologies Inc. [Member] | |||||||
Description of Organization Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Details [Line Items] | |||||||
Percentage of voting interests acquire | 50.00% | ||||||
IPO [Member] | GOOD WORKS ACQUISITION CORP. [Member] | |||||||
Description of Organization Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Details [Line Items] | |||||||
Unit price (in Dollars per share) | $ 10 | ||||||
Gross proceeds from issuance | $ 150,000,000 | ||||||
Number of over-allotment units sold (in Shares) | 15,000,000 | ||||||
Additional number of shares purchased (in Shares) | 500,000 | ||||||
Private Placement [Member] | GOOD WORKS ACQUISITION CORP. [Member] | |||||||
Description of Organization Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Details [Line Items] | |||||||
Unit price (in Dollars per share) | $ 10 | ||||||
Gross proceeds from issuance | $ 2,228,000 | ||||||
Expected dividend yield, percentage | 0.00% | 0.00% | |||||
Number of over-allotment units sold (in Shares) | 228,000 | ||||||
Public warrants issued (in Shares) | 114,000 | ||||||
Over-Allotment Option [Member] | GOOD WORKS ACQUISITION CORP. [Member] | |||||||
Description of Organization Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Details [Line Items] | |||||||
Unit price (in Dollars per share) | $ 10 | $ 10 | |||||
Gross proceeds from issuance | $ 20,000,000 | $ 15,000,000 | |||||
Number of over-allotment units sold (in Shares) | 2,250,000 | 2,250,000 | |||||
Additional number of shares purchased (in Shares) | 500,000 | 1,500,000 | |||||
Gross proceeds from overallotment (in Dollars) | $ 5,000,000 | ||||||
Over-Allotment Option [Member] | I-B Good Works LLC [Member] | GOOD WORKS ACQUISITION CORP. [Member] | |||||||
Description of Organization Business Operations and Basis of Presentation and Summary of Significant Accounting Policies Details [Line Items] | |||||||
Common stock, issued and outstanding, excluding shares subject to possible redemption (in Shares) | 62,500 |
Description of Organization (De
Description of Organization (Details) - USD ($) | Aug. 27, 2021 | Mar. 04, 2021 | Nov. 17, 2020 | Nov. 17, 2020 | Oct. 26, 2020 | Oct. 26, 2020 | Oct. 22, 2020 | Nov. 17, 2020 | Aug. 31, 2020 | Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jan. 31, 2021 | Jan. 07, 2021 | Jan. 06, 2021 | Jun. 30, 2020 | Jun. 23, 2020 | Dec. 31, 2019 |
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||||||||
Stock Repurchased and Retired During Period, Shares (in Shares) | 1,355,000 | |||||||||||||||||
Cash | $ 655,172 | $ 0 | $ 0 | |||||||||||||||
Working capital | 7,174,026 | $ 177,000 | ||||||||||||||||
Common stock shares subscribed but unissued | 0 | 0 | 500 | 500 | ||||||||||||||
Common stock value subscriptions | $ 5 | |||||||||||||||||
Cash | 655,172 | $ 0 | ||||||||||||||||
Proceeds from Issuance of Common Stock | $ 5 | |||||||||||||||||
GOOD WORKS ACQUISITION CORP. [Member] | ||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||||||||
Unit price (in Dollars per share) | $ 10 | |||||||||||||||||
Generating additional gross proceeds | $ 20,000,000 | $ 20,000,000 | ||||||||||||||||
Stock Repurchased and Retired During Period, Shares (in Shares) | 1,355,000 | |||||||||||||||||
Fair market value, percentage | 80.00% | |||||||||||||||||
Public per share, percentage | 50.00% | 10.00% | ||||||||||||||||
Trust account expenses of the liquidation | $ 100,000 | $ 100,000 | ||||||||||||||||
Net intangible assets | $ 5,000,001 | $ 5,000,001 | ||||||||||||||||
Percentage of redeem public shares | 100.00% | 100.00% | ||||||||||||||||
Merger agreement, description | In accordance with the terms and subject to the conditions of the Merger Agreement, each share of Cipher common stock, par value $0.001 issued and outstanding shall be converted into the right to receive four hundred thousand (400,000) shares of Good Works common stock, par value $0.001 (“Good Works Common Stock”); provided that the exchange ratio shall be adjusted as needed to ensure the aggregate Merger consideration received by the sole stockholder of Cipher equals two hundred million (200,000,000) shares of Good Works Common Stock (at a value of ten dollars ($10.00) per share). | |||||||||||||||||
Price per share (in Dollars per share) | $ 10 | $ 12 | ||||||||||||||||
Gross proceeds | $ 375,000,000 | |||||||||||||||||
Cash | 127,722 | $ 1,276,364 | $ 25,000 | $ 0 | ||||||||||||||
Working capital | $ (543,552) | |||||||||||||||||
Cash | 1,276,364 | |||||||||||||||||
Proceeds from Issuance of Common Stock | $ 25,000 | |||||||||||||||||
Description of pro rata interest | The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. | |||||||||||||||||
Business combination, description | The obligation of Cipher to consummate the Business Combination is also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of Good Works and Merger Sub being true and correct to the standards applicable to such representations and warranties and each of the covenants of Good Works having been performed or complied with in all material respects, (ii) the aggregate cash proceeds from Good Works trust account, together with the proceeds from the PIPE Financing (as defined below), equaling no less than $400,000,000 (after deducting any amounts paid to Good Works stockholders that exercise their redemption rights in connection with the Business Combination and net of unpaid transaction expenses incurred or subject to reimbursement by Good Works), (iii) Good Works total outstanding Indebtedness (as defined in the Merger Agreement) shall be less than twenty-five million dollars ($25,000,000.00), and (iv) the approval by Nasdaq of Good Works listing application in connection with the Business Combination. | |||||||||||||||||
Merger Agreement [Member] | ||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||||||||
Proceeds from redeemption of GWAC trust account | $ 43,465,038 | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 385,600,000 | |||||||||||||||||
Payments of Stock Issuance Costs | 40,200,000 | |||||||||||||||||
IPO [Member] | GOOD WORKS ACQUISITION CORP. [Member] | ||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||||||||
Number of units sold | 15,000,000 | |||||||||||||||||
Unit price (in Dollars per share) | $ 10 | |||||||||||||||||
Generating additional gross proceeds | $ 150,000,000 | |||||||||||||||||
Additional number of shares purchased (in Shares) | 500,000 | |||||||||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||||||||||
Private Placement [Member] | GOOD WORKS ACQUISITION CORP. [Member] | ||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||||||||
Number of units sold | 228,000 | |||||||||||||||||
Unit price (in Dollars per share) | $ 10 | |||||||||||||||||
Generating additional gross proceeds | $ 2,228,000 | |||||||||||||||||
Merger agreement, description | an aggregate of 5,000,000 shares of Good Works Common Stock in exchange for a benefit-in-kind commitment as payment for such shares (the “Bitfury Private Placement”) pursuant to a subscription agreement with Good Works (the “Bitfury Subscription Agreement”). Bitfury agreed to cause BHBV to discount the Service Fees (as that term is defined in the MSSA) charged by BHBV under the MSSA as follows: that the first $200,000,000 of Service Fees payable by Cipher to BHBV under the MSSA described above shall be subject to a discount of 25%, to be applied at the point of invoicing and shown as a separate line item on each relevant invoice. For the avoidance of doubt, when the aggregate value of such discount reaches $50,000,000, such discount shall automatically cease to apply. Such discount shall constitute BHBV’s benefit-in-kind commitment as payment on behalf of its parent entity, for the issuance of the 5,000,000 shares of Good Works Common Stock pursuant to the Bitfury Private Placement. | |||||||||||||||||
Aggregate of shares (in Shares) | 37,500,000 | |||||||||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||||||||
Stock Repurchased and Retired During Period, Shares (in Shares) | 62,500 | |||||||||||||||||
Over-Allotment Option [Member] | GOOD WORKS ACQUISITION CORP. [Member] | ||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||||||||
Number of units sold | 2,250,000 | 2,250,000 | ||||||||||||||||
Unit price (in Dollars per share) | $ 10 | $ 10 | ||||||||||||||||
Generating additional gross proceeds | $ 20,000,000 | $ 15,000,000 | ||||||||||||||||
Additional number of shares purchased (in Shares) | 500,000 | 1,500,000 | ||||||||||||||||
Generating additional gross proceeds | $ 5,000,000 | $ 15,000,000 | ||||||||||||||||
Stock Repurchased and Retired During Period, Shares (in Shares) | 62,500 | |||||||||||||||||
PIPE Investments [Member] | Merger Agreement [Member] | ||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||||||||
Common stock shares subscribed but unissued | 37,500,000 | |||||||||||||||||
Common stock value subscriptions | $ 375,000,000 | |||||||||||||||||
I-B Good Works LLC [Member] | Over-Allotment Option [Member] | GOOD WORKS ACQUISITION CORP. [Member] | ||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||||||||
Stock Repurchased and Retired During Period, Shares (in Shares) | 62,500 | |||||||||||||||||
Bitfury Top HoldCo [Member] | Subsequent Event [Member] | ||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||||||||
Additional shares issued during period value | $ 10,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - Summary of Property Plant And Equipment - USD ($) | Jul. 31, 2021 | Jan. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Computer equipment | $ 4,762 | $ 1,642 |
Less: accumulated depreciation | (668) | (5) |
Property and equipment, net | $ 4,094 | $ 1,637 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Unrecognized tax benefits | $ 0 | $ 0 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 | $ 0 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | |||
Payment to acquire computer equipment | 1,642 | |||
Depreciation | $ 5 | $ 664 | ||
Cash Equivalents, at Carrying Value | $ 0 | |||
Estimated useful lives | 3 years | 3 years | ||
GOOD WORKS ACQUISITION CORP. [Member] | ||||
Reclassed stockholders equity to temporary equity | $ 3,000,000 | |||
Federal depository insurance coverage | $ 250,000 | $ 250,000 | ||
Private warrants issued (in Shares) | 114,000 | |||
Common stock subject to possible redemption (in Shares) | 17,000,000 | 16,634,861 | ||
Offering costs | $ 870,120 | $ 870,120 | ||
Underwriting discount | 450,000 | 450,000 | ||
Other cash expenses | $ 420,120 | $ 420,120 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses - GOOD WORKS ACQUISITION CORP. [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Assets: | ||
U.S. Money Market held in Trust Account | $ 170,032,591 | $ 203 |
U.S. Treasury Securities held in Trust Account | 170,027,139 | |
Total assets | 170,032,591 | 170,027,342 |
Liabilities: | ||
Private stock warrant liabilities | 199,402 | 123,070 |
Total liabilities | 199,402 | 123,070 |
Level 1 [Member] | ||
Assets: | ||
U.S. Money Market held in Trust Account | 170,032,591 | 203 |
U.S. Treasury Securities held in Trust Account | 170,027,139 | |
Total assets | 170,032,591 | 170,027,342 |
Liabilities: | ||
Private stock warrant liabilities | ||
Total liabilities | ||
Level 2 [Member] | ||
Assets: | ||
U.S. Money Market held in Trust Account | ||
U.S. Treasury Securities held in Trust Account | ||
Total assets | ||
Liabilities: | ||
Private stock warrant liabilities | ||
Total liabilities | ||
Level 3 [Member] | ||
Assets: | ||
U.S. Money Market held in Trust Account | ||
U.S. Treasury Securities held in Trust Account | ||
Total assets | ||
Liabilities: | ||
Private stock warrant liabilities | 199,402 | 123,070 |
Total liabilities | $ 199,402 | $ 123,070 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of estimated fair value of the private warrants - GOOD WORKS ACQUISITION CORP. [Member] - $ / shares | 6 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Oct. 22, 2020 | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated fair value of public warrants was determined using public trading price and private placement warrants was determined using a Black Scholes valuation model using Level 3 inputs | |||
Stock price (in Dollars per share) | $ 12 | $ 9.95 | |
Volatility | 18.40% | ||
Term | 5 years | ||
Risk-free rate | 0.42% | ||
Dividend yield | 0.00% | ||
Private Placement Warrants [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of estimated fair value of public warrants was determined using public trading price and private placement warrants was determined using a Black Scholes valuation model using Level 3 inputs | |||
Exercise price (in Dollars per share) | 11.50 | $ 11.50 | $ 11.50 |
Stock price (in Dollars per share) | $ 9.95 | $ 9.95 | |
Volatility | 23.80% | 18.40% | |
Probability of completing a business combination | 90.00% | 88.30% | |
Term | 5 years 2 months 1 day | 5 years 5 months 1 day | |
Risk-free rate | 0.90% | 0.42% | |
Dividend yield | 0.00% | 0.00% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of changes in fair value of the private warrants - GOOD WORKS ACQUISITION CORP. [Member] - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Summary of Significant Accounting Policies (Details) - Schedule of changes in the fair value of the private placement Warrants, a Level 3 liability, measured on a recurring basis [Line Items] | ||
Warrant liabilities at beginning | $ 233,942 | $ 123,070 |
Change in fair value of warrant liabilities | (34,540) | 110,872 |
Warrant liabilities at ending | $ 199,402 | $ 233,942 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jan. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | |
Numerator Net loss Minus Amount Allocable To Redeemable Common Stock And Change In Fair Value [Abstract] | ||||||||
Net loss | $ (3,480) | $ (817,104) | ||||||
GOOD WORKS ACQUISITION CORP [Member] | ||||||||
Numerator Earnings Allocable To Common Stock Subject To Possible Redemption [Abstract] | ||||||||
Income from investments held in Trust Account | $ 12,113 | $ 49,769 | $ 27,342 | |||||
Less: income from investments held in Trust Account used to pay for income taxes and franchise taxes | (39,575) | (79,151) | $ (34,679) | |||||
Net loss attributable to Common stock subject to possible redemption | $ (27,462) | $ (29,382) | ||||||
Denominator Weighted Average Common Stock Subject To Possible Redemption [Abstract] | ||||||||
Basic and diluted weighted average shares outstanding | 17,000,000 | 16,818,439 | 16,723,356 | |||||
Basic and diluted net loss per share, common stock subject to possible redemption (in Dollars per share) | $ 0 | $ 0 | $ 0 | |||||
Numerator Net loss Minus Amount Allocable To Redeemable Common Stock And Change In Fair Value [Abstract] | ||||||||
Net loss | $ (1,043,472) | $ (1,015,510) | $ (2,000) | $ (2,058,982) | $ (107,031) | $ (2,000) | ||
Less: Net loss allocable to common stock subject to possible redemption | 27,462 | 29,382 | 7,337 | |||||
Non-redeemable net loss | $ (1,016,009) | $ (2,029,600) | $ (99,694) | |||||
Denominator Weighted Average Non Redeemable Common Stock [Abstract] | ||||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | 4,478,000 | 4,659,492 | 4,483,216 | |||||
Basic and diluted net loss per share, common stock subject to possible redemption | $ (0.23) | $ (0.44) | $ (0.02) |
Restatement of Financial Stat_3
Restatement of Financial Statements (Details) - Schedule of Balance Sheet - USD ($) | Jul. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Jan. 06, 2021 | Dec. 31, 2020 | Jun. 23, 2020 |
Balance Sheet | |||||||
Total assets | $ 7,025,555 | $ 173,087 | |||||
Liabilities and Equity [Abstract] | |||||||
Total current liabilities | 7,846,134 | 176,567 | |||||
Total liabilities | 7,846,134 | 176,567 | |||||
Stockholders' Equity: | |||||||
Common stock - $0.001 par value | 1 | 1 | |||||
Additional paid-in capital | 4 | 4 | |||||
Accumulated Deficit | (820,584) | (3,480) | |||||
Total stockholders' equity | (820,579) | (3,480) | |||||
Total liabilities and stockholders' equity | $ 7,025,555 | $ 173,087 | |||||
GOOD WORKS ACQUISITION CORP. [Member] | |||||||
Balance Sheet | |||||||
Total assets | $ 170,407,906 | $ 171,601,077 | |||||
Liabilities and Equity [Abstract] | |||||||
Total current liabilities | 918,867 | 129,388 | |||||
Total liabilities | 1,118,269 | 252,458 | |||||
Stockholders' Equity: | |||||||
Preferred stock | |||||||
Common stock - $0.001 par value | 4,478 | 4,843 | |||||
Additional paid-in capital | 1,451,170 | 5,102,198 | |||||
Accumulated Deficit | (2,166,011) | (107,031) | |||||
Total stockholders' equity | (710,363) | $ 333,108 | 5,000,010 | ||||
Total liabilities and stockholders' equity | $ 170,407,906 | 171,601,077 | |||||
As Previously Reported | GOOD WORKS ACQUISITION CORP. [Member] | |||||||
Balance Sheet | |||||||
Total assets | 171,601,077 | ||||||
Liabilities and Equity [Abstract] | |||||||
Total current liabilities | 129,388 | ||||||
Warrant liabilities | 9,167,678 | ||||||
Total liabilities | 9,297,066 | ||||||
Common stock, $0.001 par value; shares subject to possible redemption | 157,304,001 | ||||||
Stockholders' Equity: | |||||||
Preferred stock | |||||||
Common stock - $0.001 par value | 5,748 | ||||||
Additional paid-in capital | 3,882,343 | ||||||
Accumulated Deficit | 1,111,919 | ||||||
Total stockholders' equity | 5,000,010 | ||||||
Total liabilities and stockholders' equity | 171,601,077 | ||||||
Restatement Adjustment | GOOD WORKS ACQUISITION CORP. [Member] | |||||||
Balance Sheet | |||||||
Total assets | |||||||
Liabilities and Equity [Abstract] | |||||||
Total current liabilities | |||||||
Warrant liabilities | (9,044,608) | ||||||
Total liabilities | (9,044,608) | ||||||
Common stock, $0.001 par value; shares subject to possible redemption | 9,044,608 | ||||||
Stockholders' Equity: | |||||||
Preferred stock | |||||||
Common stock - $0.001 par value | (905) | ||||||
Additional paid-in capital | 1,219,855 | ||||||
Accumulated Deficit | (1,218,950) | ||||||
Total stockholders' equity | |||||||
Total liabilities and stockholders' equity | |||||||
As Restated [Member] | GOOD WORKS ACQUISITION CORP. [Member] | |||||||
Balance Sheet | |||||||
Total assets | 171,601,077 | ||||||
Liabilities and Equity [Abstract] | |||||||
Total current liabilities | 129,388 | ||||||
Warrant liabilities | 123,070 | ||||||
Total liabilities | 252,458 | ||||||
Common stock, $0.001 par value; shares subject to possible redemption | 166,348,609 | ||||||
Stockholders' Equity: | |||||||
Preferred stock | |||||||
Common stock - $0.001 par value | 4,843 | ||||||
Additional paid-in capital | 5,102,198 | ||||||
Accumulated Deficit | (107,031) | ||||||
Total stockholders' equity | 5,000,010 | ||||||
Total liabilities and stockholders' equity | $ 171,601,077 |
Restatement of Financial Stat_4
Restatement of Financial Statements (Details) - Schedule of balance sheet (Parentheticals) - $ / shares | Jul. 31, 2021 | Jun. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2020 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Common stock par value | $ 0.001 | $ 0.001 | ||
GOOD WORKS ACQUISITION CORP. [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Preferred stock par value | $ 0.001 | $ 0.001 | ||
Common stock par value | $ 0.001 | 0.001 | ||
As Restated [Member] | GOOD WORKS ACQUISITION CORP. [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Common stock par value | 0.001 | |||
Preferred stock par value | 0.001 | |||
Common stock par value | $ 0.001 |
Restatement of Financial Stat_5
Restatement of Financial Statements (Details) - Schedule of statement of operations - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | |
Statement of Operations and Comprehensive Loss | |||||||
Loss from operations | $ (3,480) | $ (815,088) | |||||
GOOD WORKS ACQUISITION CORP. [Member] | |||||||
Statement of Operations and Comprehensive Loss | |||||||
Loss from operations | $ (1,090,125) | $ (2,000) | $ (2,032,419) | $ (153,657) | $ (2,000) | ||
Other (expense) income: | |||||||
Change in fair value of warrant liabilities | 34,540 | (76,332) | 19,284 | ||||
Interest income | $ 12,113 | $ 49,769 | 27,342 | ||||
As Previously Reported | GOOD WORKS ACQUISITION CORP. [Member] | |||||||
Statement of Operations and Comprehensive Loss | |||||||
Loss from operations | (153,657) | ||||||
Other (expense) income: | |||||||
Change in fair value of warrant liabilities | 1,238,234 | ||||||
Interest income | 27,342 | ||||||
Total other (expense) income | 1,265,576 | ||||||
Net income (loss) | $ 1,111,919 | ||||||
Basic and diluted weighted-average redeemable common shares outstanding (in Shares) | 16,710,435 | ||||||
Basic and diluted net income (loss) per redeemable common shares | $ 0 | ||||||
Basic and diluted weighted-average non-redeemable common shares outstanding (in Shares) | 4,496,137 | ||||||
Basic and diluted net income (loss) per non-redeemable common shares | $ 0.25 | ||||||
Restatement Adjustment | GOOD WORKS ACQUISITION CORP. [Member] | |||||||
Other (expense) income: | |||||||
Change in fair value of warrant liabilities | $ (1,218,950) | ||||||
Interest income | 0 | ||||||
Total other (expense) income | (1,218,950) | ||||||
Net income (loss) | $ (1,218,950) | ||||||
Basic and diluted weighted-average redeemable common shares outstanding (in Shares) | 12,921 | ||||||
Basic and diluted net income (loss) per redeemable common shares | $ 0 | ||||||
Basic and diluted weighted-average non-redeemable common shares outstanding (in Shares) | (12,921) | ||||||
Basic and diluted net income (loss) per non-redeemable common shares | $ (0.27) | ||||||
As Restated [Member] | GOOD WORKS ACQUISITION CORP. [Member] | |||||||
Statement of Operations and Comprehensive Loss | |||||||
Loss from operations | $ (153,657) | ||||||
Other (expense) income: | |||||||
Change in fair value of warrant liabilities | 19,284 | ||||||
Interest income | 27,342 | ||||||
Total other (expense) income | 46,626 | ||||||
Net income (loss) | $ (107,031) | ||||||
Basic and diluted weighted-average redeemable common shares outstanding (in Shares) | 16,723,356 | ||||||
Basic and diluted net income (loss) per redeemable common shares | $ 0 | ||||||
Basic and diluted weighted-average non-redeemable common shares outstanding (in Shares) | 4,483,216 | ||||||
Basic and diluted net income (loss) per non-redeemable common shares | $ (0.02) |
Restatement of Financial Stat_6
Restatement of Financial Statements (Details) - Schedule of statement of cash flows (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jan. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | ||
Statement of Cash Flows | |||||||||
Net income (loss) | $ (3,480) | $ (817,104) | |||||||
Net cash used in operating activities | $ 0 | (3,784,990) | |||||||
Net cash provided by financing activities | $ 4,440,162 | ||||||||
GOOD WORKS ACQUISITION CORP. [Member] | |||||||||
Statement of Cash Flows | |||||||||
Net income (loss) | $ (1,043,472) | $ (1,015,510) | $ (2,000) | $ (2,058,982) | $ (107,031) | $ (2,000) | |||
Net cash used in operating activities | $ (1,148,642) | (321,640) | $ 25,000 | ||||||
Net cash used in investing activities | (170,000,000) | ||||||||
Net cash provided by financing activities | 171,598,004 | ||||||||
As Previously Reported | GOOD WORKS ACQUISITION CORP. [Member] | |||||||||
Statement of Cash Flows | |||||||||
Net income (loss) | 1,111,919 | ||||||||
Adjustment to reconcile net loss to net cash used in operating activities | (1,433,559) | ||||||||
Net cash used in operating activities | (321,640) | ||||||||
Net cash used in investing activities | (170,000,000) | ||||||||
Net cash provided by financing activities | 171,598,004 | ||||||||
Net change in cash | 1,276,364 | ||||||||
Supplemental disclosure of non-cash financing activities: | |||||||||
Initial value of common stock subject to possible redemption | 156,065,767 | ||||||||
Restatement Adjustment | GOOD WORKS ACQUISITION CORP. [Member] | |||||||||
Statement of Cash Flows | |||||||||
Net income (loss) | [1] | (1,218,950) | |||||||
Adjustment to reconcile net loss to net cash used in operating activities | [1] | 1,218,950 | |||||||
Net cash used in operating activities | |||||||||
Net cash used in investing activities | |||||||||
Net cash provided by financing activities | |||||||||
Net change in cash | |||||||||
Supplemental disclosure of non-cash financing activities: | |||||||||
Initial value of common stock subject to possible redemption | 11,501,792 | ||||||||
As Restated [Member] | GOOD WORKS ACQUISITION CORP. [Member] | |||||||||
Statement of Cash Flows | |||||||||
Net income (loss) | (107,032) | ||||||||
Adjustment to reconcile net loss to net cash used in operating activities | (214,608) | ||||||||
Net cash used in operating activities | (321,640) | ||||||||
Net cash used in investing activities | (170,000,000) | ||||||||
Net cash provided by financing activities | 171,598,004 | ||||||||
Net change in cash | 1,276,364 | ||||||||
Supplemental disclosure of non-cash financing activities: | |||||||||
Initial value of common stock subject to possible redemption | $ 167,567,559 | ||||||||
[1] | To adjust the change in warrant liability for the period ended December 31, 2020. |
Initial Public Offering (Detail
Initial Public Offering (Details) - GOOD WORKS ACQUISITION CORP. [Member] - USD ($) | Nov. 17, 2020 | Oct. 26, 2020 | Oct. 22, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Initial Public Offering (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ 10 | $ 12 | |||
Gross proceeds from issuance (in Dollars) | $ 20,000,000 | $ 20,000,000 | |||
Proceeds from sale of units (in Dollars) | $ 2,280,000 | ||||
Sale of stock price per unit (in Dollars per share) | $ 10 | ||||
IPO [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Number of units sale | 15,000,000 | ||||
Price per share (in Dollars per share) | $ 10 | ||||
Additional number of shares purchased | 500,000 | ||||
Gross proceeds from issuance (in Dollars) | $ 150,000,000 | ||||
Sale of stock price per unit (in Dollars per share) | $ 10 | ||||
Warrant [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ 11.50 | $ 11.50 | |||
Over-Allotment Option [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Number of units sale | 2,250,000 | 2,250,000 | |||
Additional number of shares purchased | 500,000 | 1,500,000 | |||
Gross proceeds from issuance (in Dollars) | $ 20,000,000 | $ 15,000,000 | |||
Proceeds from sale of units (in Dollars) | $ 170,000,000 | ||||
Sale total (in Dollars) | $ 170,000,000 | ||||
Sale of stock price per unit (in Dollars per share) | $ 10 | $ 10 |
Private Placement (Details)
Private Placement (Details) - GOOD WORKS ACQUISITION CORP. [Member] - USD ($) | Oct. 22, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Private Placement (Details) [Line Items] | |||
Aggregate purchase price | $ 2,280,000 | ||
Unit price | $ 10 | ||
Warrant, Description | Each Private Unit consists of one share of common stock (“Private Share”) and one-half of one warrant (“Private Warrant”). | Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment. | The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering. |
Private Placement [Member] | |||
Private Placement (Details) [Line Items] | |||
Number of units sold | 228,000 | ||
Private Unit price per unit | $ 11.50 | $ 11.50 | $ 11.50 |
Aggregate purchase price | $ 2,280,000 | ||
Unit price | $ 10 |
Deposits (Details)
Deposits (Details) | Jul. 31, 2021USD ($) |
Deposits Disclosure [Abstract] | |
Luminant Purchase and Sale Agreement collateral | $ 3,063,020 |
Deposits on equipment | 264,316 |
Other deposits | 41,250 |
Total deposits | $ 3,368,586 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Aug. 26, 2021 | Feb. 08, 2021 | Aug. 31, 2021 | Aug. 25, 2021 | Feb. 28, 2021 | Nov. 17, 2020 | Oct. 31, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jul. 31, 2021 | Jan. 31, 2021 | Jan. 07, 2021 | Oct. 22, 2020 | Jun. 30, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Number of shares cancelled | 1,355,000 | |||||||||||||||
Founder Shares, description | The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture by Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Founders and Anchor Investors will collectively own 20% of the Company’s issued and outstanding shares after the Public Offering (assuming the Founders or Anchor Investors do not purchase any Public Shares in the Public Offering). | |||||||||||||||
Common stock shares subscribed but unissued | 0 | 0 | 500 | 500 | ||||||||||||
Common stock value subscriptions | $ 5 | |||||||||||||||
Accounts Payable, Related Parties, Current | $ 47,475 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Reclassification of account payable Related party debt to related party loan payable | $ 47,475 | |||||||||||||||
Subsequent Event [Member] | Loan Agreement [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Debt Instrument face amount | $ 900,000 | |||||||||||||||
Related party debt interest rate | 0.30% | |||||||||||||||
Related party maturity date | Feb. 8, 2022 | |||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Number of shares cancelled | 62,500 | |||||||||||||||
Anchor Investors [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Number of shares cancelled | 1,355,000 | |||||||||||||||
Value of shares forfeited (in Dollars) | $ 7,855 | |||||||||||||||
Bitfury Top HoldCo [Member] | Loan Agreement [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Debt Instrument face amount | $ 100,000 | |||||||||||||||
Due to Related Parties, Current | 4,864,316 | |||||||||||||||
Related party debt interest rate | 0.30% | |||||||||||||||
Related Party Debt Accrued Interest | $ 1,961 | |||||||||||||||
Bitfury Top HoldCo [Member] | Subsequent Event [Member] | Loan Agreement [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Reclassification of account payable Related party debt to related party loan payable | $ 47,475 | |||||||||||||||
Due to Related Parties, Current | $ 7,038,038 | 7,038,038 | ||||||||||||||
Related party debt interest rate | 2.50% | |||||||||||||||
Payments made By related party on behalf of entity | $ 2,173,722 | |||||||||||||||
Related party maturity date | Aug. 31, 2021 | |||||||||||||||
GOOD WORKS ACQUISITION CORP. [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Value of founder shares issued (in Dollars) | $ 25,000 | |||||||||||||||
Number of shares cancelled | 1,355,000 | |||||||||||||||
Share price (in Dollars per share) | $ 12 | $ 9.95 | ||||||||||||||
Number of shares issued | 562,500 | 750,000 | 750,000 | |||||||||||||
Issued and outstanding shares, percentage | 20.00% | 20.00% | ||||||||||||||
Initial Stockholders, description | (1) one year after the completion of the Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. | (1) one year after the completion of the Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. | ||||||||||||||
Working capital loans (in Dollars) | $ 1,500,000 | $ 1,500,000 | ||||||||||||||
Price per unit (in Dollars per unit) | $ 10 | $ 12 | ||||||||||||||
Rental expense (in Dollars) | $ 10,000 | $ 10,000 | ||||||||||||||
Principal amount (in Dollars) | $ 432,500 | |||||||||||||||
Promissory note (in Dollars) | $ 135,000 | |||||||||||||||
Unit price (in Dollars per share) | $ 10 | |||||||||||||||
GOOD WORKS ACQUISITION CORP. [Member] | Founder Shares [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Sponsor purchased shares | 4,312,500 | |||||||||||||||
Value of founder shares issued (in Dollars) | $ 25,000 | |||||||||||||||
Number of shares issued | 750,000 | |||||||||||||||
GOOD WORKS ACQUISITION CORP. [Member] | Over-Allotment Option [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Sponsor purchased shares | 2,250,000 | 2,250,000 | ||||||||||||||
Number of shares cancelled | 62,500 | |||||||||||||||
Unit price (in Dollars per share) | $ 10 | $ 10 | ||||||||||||||
GOOD WORKS ACQUISITION CORP. [Member] | Anchor Investors [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Number of shares cancelled | 1,355,000 | |||||||||||||||
Value of shares forfeited (in Dollars) | $ 7,855 | |||||||||||||||
Share price (in Dollars per share) | $ 0.006 | |||||||||||||||
GOOD WORKS ACQUISITION CORP. [Member] | Sponsor [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Number of shares issued | 562,500 | |||||||||||||||
GOOD WORKS ACQUISITION CORP. [Member] | GW Sponsor 2 [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Value of founder shares issued (in Dollars) | $ 163,125 | |||||||||||||||
Number of shares issued | 562,500 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Summary of details of advances made under the loan agreement - Loan Agreement [Member] - Bitfury Top HoldCo [Member] | 6 Months Ended |
Jul. 31, 2021USD ($) | |
Related Party Transaction [Line Items] | |
Amount | $ 4,864,316 |
Tranche 1 [Member] | |
Related Party Transaction [Line Items] | |
Date of advance | Feb. 8, 2021 |
Maturity date | Feb. 7, 2022 |
Amount | $ 100,000 |
Tranche 2 [Member] | |
Related Party Transaction [Line Items] | |
Date of advance | Apr. 6, 2021 |
Maturity date | Apr. 5, 2022 |
Amount | $ 200,000 |
Tranche 3 [Member] | |
Related Party Transaction [Line Items] | |
Date of advance | Apr. 22, 2021 |
Maturity date | Apr. 21, 2022 |
Amount | $ 600,000 |
Tranche 4 [Member] | |
Related Party Transaction [Line Items] | |
Date of advance | Jun. 2, 2021 |
Maturity date | Jun. 1, 2022 |
Amount | $ 52,871 |
Tranche 5 [Member] | |
Related Party Transaction [Line Items] | |
Date of advance | Jun. 10, 2021 |
Maturity date | Jun. 9, 2022 |
Amount | $ 750,000 |
Tranche 6 [Member] | |
Related Party Transaction [Line Items] | |
Date of advance | Jun. 24, 2021 |
Maturity date | Jun. 23, 2022 |
Amount | $ 56,400 |
Tranche 7 [Member] | |
Related Party Transaction [Line Items] | |
Date of advance | Jun. 29, 2021 |
Maturity date | Jun. 28, 2022 |
Amount | $ 2,650,000 |
Tranche 8 [Member] | |
Related Party Transaction [Line Items] | |
Date of advance | Jul. 6, 2021 |
Maturity date | Jul. 5, 2022 |
Amount | $ 101,045 |
Tranche 9 [Member] | |
Related Party Transaction [Line Items] | |
Date of advance | Jul. 29, 2021 |
Maturity date | Jul. 28, 2022 |
Amount | $ 300,000 |
Tranche 10 [Member] | |
Related Party Transaction [Line Items] | |
Date of advance | Jul. 30, 2021 |
Maturity date | Jul. 29, 2022 |
Amount | $ 54,000 |
Investment Held in Trust Acco_3
Investment Held in Trust Account (Details) - GOOD WORKS ACQUISITION CORP. [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
U.S. Money Market [Member] | ||
Investment Held in Trust Account (Details) [Line Items] | ||
Investment in trust account | $ 170,032,591 | $ 203 |
U.S. Treasury Securities [Member] | ||
Investment Held in Trust Account (Details) [Line Items] | ||
Investment in trust account | $ 0 | $ 170,027,139 |
Maturity date | Apr. 22, 2021 | Apr. 22, 2021 |
Investment Held in Trust Acco_4
Investment Held in Trust Account (Details) - Schedule of fair value of held to maturity securities - GOOD WORKS ACQUISITION CORP. [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Marketable Securities [Line Items] | ||
Carrying Value/Amortized Cost | $ 170,027,342 | |
Gross Unrealized Gains | 4,916 | |
Gross Unrealized losses | $ (44,520) | (148) |
Fair Value | 170,032,591 | 170,032,110 |
T-Bill Maturity | 0 | |
U.S. Money Market [Member] | ||
Marketable Securities [Line Items] | ||
Carrying Value/Amortized Cost | 203 | 203 |
Gross Unrealized Gains | ||
Gross Unrealized losses | ||
Fair Value | 170,032,591 | 203 |
T-Bill Maturity | 170,074,000 | |
U.S. Treasury Securities [Member] | ||
Marketable Securities [Line Items] | ||
Carrying Value/Amortized Cost | 170,064,795 | 170,027,139 |
Gross Unrealized Gains | 9,205 | 4,916 |
Gross Unrealized losses | (148) | |
Fair Value | 0 | $ 170,031,907 |
T-Bill Maturity | (170,074,000) | |
Level 1 [Member] | ||
Marketable Securities [Line Items] | ||
Carrying Value/Amortized Cost | 170,064,998 | |
Level 2 [Member] | ||
Marketable Securities [Line Items] | ||
Gross Unrealized Gains | $ 12,113 |
Commitments (Details)
Commitments (Details) - GOOD WORKS ACQUISITION CORP. [Member] - USD ($) | Nov. 17, 2020 | Oct. 26, 2020 | Oct. 22, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Commitments (Details) [Line Items] | |||||
Unit price per unit | $ 10 | ||||
Gross proceeds from issuance | $ 20,000,000 | $ 20,000,000 | |||
Underwriting discount | $ 450,000 | ||||
Additional amount equal percentage | 120.00% | ||||
Deferred legal fee amount | $ 321,545 | ||||
Offering price per share (in Dollars per share) | $ 10 | ||||
Gross proceeds from overallotment (in Dollars) | $ 20,000,000 | ||||
Underwriting discount (in Dollars) | $ 450,000 | $ 450,000 | |||
Cipher Mining Technologies Inc. [Member] | |||||
Commitments (Details) [Line Items] | |||||
Business combination description | The Company will pay I-Bankers Securities, Inc. a cash fee for such services upon the consummation of a Business Combination in an amount equal to 4.5% of the gross proceeds of Public Offering (exclusive of any applicable finders’ fees which might become payable). | ||||
Business combination charges incurred percentage | 60.00% | 88.30% | |||
Underwriting Agreement [Member] | |||||
Commitments (Details) [Line Items] | |||||
Total Overallotment, (in units) | 2,250,000 | ||||
Total overallotment, in Units | 2,250,000 | ||||
Over-Allotment Option [Member] | |||||
Commitments (Details) [Line Items] | |||||
Additional number of shares purchased | 500,000 | 1,500,000 | |||
Unit price per unit | $ 10 | $ 10 | |||
Gross proceeds from issuance | $ 20,000,000 | $ 15,000,000 | |||
Gross proceeds from overallotment (in Dollars) | $ 5,000,000 | ||||
Total overallotment, in Units | 2,250,000 | 2,250,000 | |||
IPO [Member] | |||||
Commitments (Details) [Line Items] | |||||
Additional number of shares purchased | 500,000 | ||||
Unit price per unit | $ 10 | ||||
Gross proceeds from issuance | $ 150,000,000 | ||||
Total overallotment, in Units | 15,000,000 | ||||
Business Combination Marketing Agreement [Member] | IPO [Member] | |||||
Commitments (Details) [Line Items] | |||||
Percentage of gross proceeds of IPO | 4.50% | 4.50% |
Stockholder Deficit (Details)
Stockholder Deficit (Details) - $ / shares | 1 Months Ended | 6 Months Ended | |||
Jan. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jan. 07, 2021 | |
Common stock, shares authorized | 5,000 | 5,000 | |||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Common stock, shares issued | 0 | 500 | |||
Common stock, shares outstanding | 500 | ||||
common stock voting rights | one vote | one vote | |||
Common stock shares subscribed but unissued | 500 | 0 | 0 | 500 | |
GOOD WORKS ACQUISITION CORP. [Member] | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Common stock, shares issued | 4,478,000 | 4,843,139 | |||
Common stock, shares outstanding | 4,478,000 | 4,843,139 | |||
Common shares subject to possible redemption | 17,000,000 | 16,634,861 | |||
Warrant for redemption, description | Notwithstanding the foregoing, if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. | • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; • if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. | |||
Price per share (in Dollars per share) | $ 12 | $ 9.95 | |||
Sale price of common stock (in Dollars per share) | $ 10 | $ 12 |
Warrants (Details)
Warrants (Details) - GOOD WORKS ACQUISITION CORP. [Member] | Oct. 22, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Description of warrant | Each Private Unit consists of one share of common stock (“Private Share”) and one-half of one warrant (“Private Warrant”). | Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment. | The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering. |
Public warrants, description | Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; • if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. | ||
Warrant term | 5 years | ||
Warrant for redemption, description | Notwithstanding the foregoing, if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. | • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; • if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. | |
Public warrants expire | 5 years |
Income Tax (Details)
Income Tax (Details) - GOOD WORKS ACQUISITION CORP. [Member] | Dec. 31, 2020USD ($) |
U.S. federal net operating loss | $ 22,181 |
Change in valuation allowance | $ 26,526 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of deferred tax assets - GOOD WORKS ACQUISITION CORP. [Member] | Dec. 31, 2020USD ($) |
Organizational costs/Startup expenses | $ 21,868 |
Federal net operating loss | 4,658 |
Total deferred tax asset | 26,526 |
Valuation allowance | (26,526) |
Deferred tax asset, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision - GOOD WORKS ACQUISITION CORP. [Member] | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Federal | |
Current | |
Deferred | (26,526) |
State | |
Current | |
Deferred | |
Change in valuation allowance | 26,526 |
Income tax provision |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of reconciliation of federal income tax rate - GOOD WORKS ACQUISITION CORP. [Member] | 6 Months Ended |
Dec. 31, 2020 | |
Statutory federal income tax rate | 21.00% |
Change in fair value of derivative warrant liabilities | 3.80% |
State taxes, net of federal tax benefit | 0.00% |
Change in valuation allowance | (24.80%) |
Income tax provision | 0.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jul. 31, 2021 | Feb. 08, 2021 | Feb. 01, 2021 | Jan. 26, 2021 | Jan. 31, 2021 |
Commitments And Contingencies Disclosure [Line Items] | |||||
Other collateral amount | $ (3,063,020) | ||||
Subsequent Event [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Agreement term | 5 years | ||||
Subsequent Event [Member] | Loan Agreement [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Debt Instrument face amount | $ 900,000 | ||||
Related party debt interest rate | 0.30% | ||||
Maturity date | Feb. 8, 2022 | ||||
Related Party Debt Tranche One [Member] | Subsequent Event [Member] | Loan Agreement [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Debt Instrument face amount | $ 100,000 | ||||
Related Party Debt Tranche Two [Member] | Subsequent Event [Member] | Loan Agreement [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Debt Instrument face amount | 200,000 | ||||
Related Party Debt Tranche Three [Member] | Subsequent Event [Member] | Loan Agreement [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Debt Instrument face amount | $ 600,000 | ||||
Data Centers LLC [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Percentage of development fee charged on capital expenditure incurred | 2.00% | ||||
Percentage of development fee charged on capital expenditure incurred allocated to entity | 50.00% | ||||
Luminant Power Agreement [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Independent collateral amount | $ 12,553,804 | ||||
Other collateral amount | $ 3,063,020 | ||||
Luminant Lease Agreement [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Agreement term | 5 years | ||||
Estimated undiscounted principal payments | $ 13,100,000 | ||||
Standard Power Hosting Agreement [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Agreement term | 5 years | ||||
Power availability date for first forty megawatts | Dec. 15, 2021 | ||||
WindHQ Joint Venture Agreement [Member] | Initial Data Centers LLC [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Ownership Percentage | 49.00% | ||||
WindHQ Joint Venture Agreement [Member] | Future Data Centers LLC [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Ownership Percentage | 49.00% | ||||
WindHQ Joint Venture Agreement [Member] | Data Centers LLC [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Percentage of fee charged on gross revenue | 2.00% | ||||
Percentage of fee charged on gross revenue allocated to entity | 50.00% | ||||
WindHQ Joint Venture Agreement [Member] | WindHQ LLC [Member] | Initial Data Centers LLC [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Ownership Percentage | 51.00% | ||||
WindHQ Joint Venture Agreement [Member] | WindHQ LLC [Member] | Future Data Centers LLC [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Ownership Percentage | 51.00% | ||||
WindHQ Joint Venture Agreement [Member] | WindHQ LLC [Member] | Data Centers LLC [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Ownership Percentage | 49.00% | ||||
Percentage of development fee charged on capital expenditure incurred allocated to entity | 50.00% | ||||
Percentage of fee charged on gross revenue allocated to entity | 50.00% | ||||
Service Provider Agreement [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Agreement term | 1 year | 1 year | |||
Service provider monthly payment | $ 12,000 | $ 12,000 | |||
Business Combination [Member] | Service Provider Agreement [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Service provider amended monthly payment | 15,000 | 15,000 | |||
Service provider payment commitment amount | 175,000 | $ 175,000 | |||
Payment to service provider in connection with closing of business combination | $ 175,000 |
Subsequent Events (Details)
Subsequent Events (Details) | Sep. 02, 2021USD ($)AntminerBatch | Aug. 31, 2021USD ($)AntminerBatch | Aug. 27, 2021USD ($)$ / sharesshares | Jul. 15, 2021USD ($) | Jul. 08, 2021USD ($)$ / sharesshares | Mar. 05, 2021USD ($)$ / sharesshares | Mar. 04, 2021USD ($)$ / sharesshares | Feb. 08, 2021USD ($) | Feb. 01, 2021 | Oct. 31, 2020shares | Jun. 30, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Jul. 31, 2021$ / shares | Jan. 31, 2021$ / sharesshares | Jan. 07, 2021USD ($)shares |
Subsequent Events (Details) [Line Items] | |||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||
Common stock shares subscribed but unissued | shares | 0 | 0 | 500 | 500 | |||||||||||
Common stock value subscriptions | $ 5 | ||||||||||||||
GOOD WORKS ACQUISITION CORP. [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||
Shares of common stock issued (in Shares) | shares | 562,500 | 750,000 | 750,000 | ||||||||||||
Value of per share | $ / shares | $ 10 | ||||||||||||||
Proceeds in trust account and additional PIPE funding | $ 25,000 | ||||||||||||||
Subscription agreements description | an aggregate of 5,000,000 shares of Good Works Common Stock in exchange for a benefit-in-kind commitment as payment for such shares (the “Bitfury Private Placement”) pursuant to a subscription agreement with Good Works (the “Bitfury Subscription Agreement”). Bitfury agreed to causeBHBV to discount the Service Fees (as that term is defined in the Master Service and Supply Agreement, “MSSA”) charged by BHBV under the MSSA as follows: that the first $200,000,000 of Service Fees payable by Cipher to BHBV under the MSSA described above shall be subject to a discount of 25%, to be applied at the point of invoicing and shown as a separate line item on each relevant invoice. For the avoidance of doubt, when the aggregate value of such discount reaches $50,000,000, such discount shall automatically cease to apply. Such discount shall constitute BHBV’s benefit-in-kind commitment as payment on behalf of its parent entity, for the issuance of the 5,000,000 shares of Good Works Common Stock pursuant to the Bitfury Private Placement. | ||||||||||||||
Merger Agreement [Member] | Bitfury Top HoldCo [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Common stock shares subscribed but unissued | shares | 6,000,000 | ||||||||||||||
Common stock value subscriptions | $ 60,000,000 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Agreement term | 5 years | ||||||||||||||
Percentage of voting interest In combined entity | 75.00% | ||||||||||||||
Subsequent Event [Member] | GOOD WORKS ACQUISITION CORP. [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Subscription discount | 25.00% | ||||||||||||||
Aggregate of shares (in Shares) | shares | 5,000,000 | ||||||||||||||
Purchase price of per share | $ / shares | $ 10 | ||||||||||||||
Cash payment | $ 50,000,000 | ||||||||||||||
Operating expenses | $ 100,000 | ||||||||||||||
Subsequent Event [Member] | Bitfury Top HoldCo [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Value of per share | $ / shares | $ 10 | ||||||||||||||
Additional common stock shares subscribed but unissued | shares | 1,000,000 | ||||||||||||||
Additional common stock shares subscriptions | $ 10,000,000 | ||||||||||||||
Common stock shares subscribed but unissued | shares | 6,000,000 | ||||||||||||||
Common stock value subscriptions | $ 60,000,000 | ||||||||||||||
Number of option days in which additional shares to be purchased from closing of business combination | 14 days | ||||||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | GOOD WORKS ACQUISITION CORP. [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||
Subsequent Event [Member] | Bitmain Agreement [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Purchase obligation | $ 171,135,000 | ||||||||||||||
Number of antminers to be purchased | Antminer | 27,000 | ||||||||||||||
Number of batches | Batch | 9 | ||||||||||||||
Batches delivery starting month year | 2022-01 | ||||||||||||||
Batches delivery ending month year | 2022-09 | ||||||||||||||
Deposits Assets | $ 49,656,000 | ||||||||||||||
Subsequent Event [Member] | Bitmain Agreement [Member] | Purchase Obligation Payable Condition One [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Percentage of purchase obligation to be paid from date of execution of agreement | 25.00% | ||||||||||||||
Number of days from execution of agreement In which purchase obligation to be paid | 5 days | ||||||||||||||
Subsequent Event [Member] | Bitmain Agreement [Member] | Purchase Obligation Payable Condition Two [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Percentage of purchase obligation to be paid per batch prior to each delivery | 35.00% | ||||||||||||||
Prior period to each delivery In which purchase obligation to be paid | 5 months | ||||||||||||||
Subsequent Event [Member] | Bitmain Agreement [Member] | Purchase Obligation Payable Condition Three [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Percentage of purchase obligation to be paid per batch prior to each delivery | 40.00% | ||||||||||||||
Prior period to each delivery In which purchase obligation to be paid | 15 days | ||||||||||||||
Subsequent Event [Member] | Super Acme Agreement [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Purchase obligation | $ 222,400,800 | ||||||||||||||
Number of antminers to be purchased | Antminer | 60,000 | ||||||||||||||
Number of batches | Batch | 6 | ||||||||||||||
Deposits Assets | $ 22,240,080 | ||||||||||||||
Number of days from agreement In which deposit to be deposited | 10 days | ||||||||||||||
Subsequent Event [Member] | Agreement with Service Provider for Public Relations Services [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Agreement term | 1 year | ||||||||||||||
Subsequent Event [Member] | Agreement with Service Provider for Public Relations Services [Member] | Service Provider Payment Period for First Two Months [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Service provider monthly payment | $ 35,000 | ||||||||||||||
Subsequent Event [Member] | Agreement with Service Provider for Public Relations Services [Member] | Service Provider Payment Period Subsequent to First Two Months [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Service provider monthly payment | $ 20,000 | ||||||||||||||
Subsequent Event [Member] | Power and Hosting Arrangements [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Ownership Percentage | 51.00% | ||||||||||||||
Subsequent Event [Member] | Power and Hosting Arrangements [Member] | Counter Party [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Ownership Percentage | 49.00% | ||||||||||||||
Good Works common stock [Member] | Subscription Agreements [Member] | GOOD WORKS ACQUISITION CORP. [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Aggregate of shares (in Shares) | shares | 37,500,000 | ||||||||||||||
Purchase price of per share | $ / shares | $ 10 | ||||||||||||||
Cash payment | $ 375,000,000 | ||||||||||||||
Good Works common stock [Member] | Subsequent Event [Member] | Merger Agreement [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||
Converted into the right to receive shares (in Shares) | shares | 400,000 | ||||||||||||||
Good Works common stock [Member] | Subsequent Event [Member] | Merger Agreement [Member] | GOOD WORKS ACQUISITION CORP. [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||
Converted into the right to receive shares (in Shares) | shares | (400,000) | ||||||||||||||
Shares of common stock issued (in Shares) | shares | (200,000,000) | ||||||||||||||
Value of per share | $ / shares | $ (10) | ||||||||||||||
Proceeds in trust account and additional PIPE funding | $ 400,000,000 | ||||||||||||||
Good Works common stock [Member] | Subsequent Event [Member] | Subscription Agreements [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Aggregate of shares (in Shares) | shares | 37,500,000 | ||||||||||||||
Cash payment | $ 375,000,000 | ||||||||||||||
Good Works common stock [Member] | Subsequent Event [Member] | Subscription Agreements [Member] | Bitfury Top HoldCo [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Common stock shares subscribed but unissued | shares | 5,000,000 |