Cipher Mining (CIFR) 10-Q/A 21 Jan 22 2021 Q2 Quarterly report (amended) Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2021	Jan. 13, 2022
Document Information [Line Items]
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to “we,” “us,” “Cipher Mining,” “Company” or “our company” are to Cipher Mining Inc. (formerly known as Good Works Acquisition Corp.), unless the context otherwise indicates. This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q amends the Quarterly Report on Form 10-Q/A of Cipher Mining Inc. (formerly known as Good Works Acquisition Corp.) for the three and six months ended June 30, 2021 (the “Affected Period”), as filed with the Securities and Exchange Commission (“SEC”) on August 10, 2021 (the “Original Filing”). The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable common stock, par value $0.001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on October 22, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated certificate of incorporation (the “Charter”). Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. While there were no changes to the Company’s balance sheet for the period ended June 30, 2021, in connection with the change in presentation for the Public Shares, the Company determined it should restate (i) its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares (redeemable and non-redeemable) and (ii) its supplementary cash flow disclosure. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. Therefore, on December 17, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2021, filed with the SEC on August 10, 2021, should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements, related footnotes, and other financial data as of and for the period ended June 30, 2021 included in the Original Filling, as a result of this error. The restatement does not have an impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”). This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, and the information required by Item 1 and Item 2 of Form 10-Q, a signature page and the certifications required to be filed as exhibits. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits (in Exhibits 31.1 to 32.2) to this Amendment No. 1 under Item 6 of Part II hereof. Except as described above, this Amendment No. 1 does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment No. 1 does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Filing. Unless the context otherwise requires, references to “warrants” in this Amendment No. 1 refers to both the Company’s Public Warrants and the Company’s Private Placement Warrants (as defined herein).
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Document Transition Report	false
Entity File Number	001-39625
Entity Registrant Name	CIPHER MINING INC.
Entity Central Index Key	0001819989
Current Fiscal Year End Date	--12-31
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1614529
Entity Address, Address Line One	222 Purchase Street
Entity Address, Address Line Two	Suite #290
Entity Address, City or Town	Rye
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10580
Local Phone Number	468-2717
City Area Code	713
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CIFR
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		250,174,253
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share
Trading Symbol	CIFRW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2021	Dec. 31, 2020
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, $0.001 par value, 17,000,000 and 17,000,000 shares at June 30,2021 and December 31, 2020, respectively, at redemption value	170,000,000	170,000,000
Stockholders' Equity:
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.001 par value; 100,000,000 shares authorized; 4,478,000 shares issued and outstanding at June 30, 2021; 4,843,139 shares issued and outstanding at December 31, 2020, excluding 17,000,000 and 16,634,861 shares subject to possible redemption, respectively	4,478	4,478
Additional paid-in capital	1,451,172	1,451,172
Accumulated Deficit	(2,166,013)	(107,031)
Total stockholders' equity	(710,363)	1,348,619
Total Liabilities and Stockholders' Equity	$ 170,407,906	$ 171,601,077

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Common stock subject to possible redemption	17,000,000	17,000,000
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	4,478,000
Common stock, shares outstanding	4,478,000	4,478,000
Excluding shares subject to possible redemption	17,000,000	17,000,000
Ordinary shares subject to possible redemption	0.001	0.001

Condensed Consolidated Statemen

Condensed Consolidated Statement of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Costs and expenses:
Operating expenses	$ 230,534	$ 2,000	$ 462,987	$ 2,000
Business combination expenses	859,590		1,569,432
Operating loss	(1,090,124)	(2,000)	(2,032,419)	(2,000)
Other income (expense)
Interest income	12,113		49,769
Change in warrant liability	34,540		(76,332)
Total other income (expense)	46,653		(26,563)
Net loss	$ (1,043,471)	$ (2,000)	$ (2,058,982)	$ (2,000)
Basic and diluted weighted average redeemable common shares outstanding (in Shares)	17,000,000		17,000,000
Basic and diluted net loss per redeemable common share (in Dollars per share)	$ (0.05)		$ (0.10)
Basic and diluted weighted average non-redeemable common shares outstanding (in Shares)	4,478,000		4,478,000
Basic and diluted net loss per non-redeemable common share (in Dollars per share)	$ (0.05)		$ (0.10)

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Changes in Stockholders' Equity - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Balance at Dec. 31, 2020	$ 1,348,619	$ 4,478	$ 1,451,172	$ (107,031)
Balance (in Shares) at Dec. 31, 2020		4,478,000
Net loss	(1,015,511)			(1,015,511)
Balance at Mar. 31, 2021	333,108	$ 4,478	1,451,172	(1,122,542)
Balance (in Shares) at Mar. 31, 2021		4,478,000
Balance at Dec. 31, 2020	1,348,619	$ 4,478	1,451,172	(107,031)
Balance (in Shares) at Dec. 31, 2020		4,478,000
Net loss	(2,058,982)
Balance at Jun. 30, 2021	(710,363)	$ 4,478	1,451,172	(2,166,013)
Balance (in Shares) at Jun. 30, 2021		4,478,000
Balance at Mar. 31, 2021	333,108	$ 4,478	1,451,172	(1,122,542)
Balance (in Shares) at Mar. 31, 2021		4,478,000
Net loss	(1,043,471)			(1,043,471)
Balance at Jun. 30, 2021	$ (710,363)	$ 4,478	$ 1,451,172	$ (2,166,013)
Balance (in Shares) at Jun. 30, 2021		4,478,000

Condensed Consolidated Statem_3

Condensed Consolidated Statement of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities:
Net loss	$ (2,058,982)	$ (2,000)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Change in warrant liability	76,332
Interest earned on cash and marketable securities held in Trust Account	(5,249)	0
Changes in operating assets and liabilities:
Prepaid expenses	49,778	(23,000)
Accounts payable and accrued expenses	789,479	50,000
Net cash (used in) provided by operating activities	(1,148,642)	25,000
Net change in cash	(1,148,642)	25,000
Cash, beginning of the period	1,276,364	0
Cash, end of period	$ 127,722	$ 25,000

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2021
Description of Organization and Business Operations	Note 1 – Description of Organization and Business Operations Cipher Mining Inc. (formerly known as Good Works Acquisition Corp. until August 27, 2021) (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 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 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 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2021
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Basis of Presentation (Restated) The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the financial position as of March 31, 2021 and the results of operations and cash flows for the period presented and should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on October 20, 2020, the Company’s annual report on Form 10-K as filed with the SEC on February 17, 2021, the Company’s amended annual report on Form 10-K/A as filed with the SEC on May 7, 2021, the Company’s sec o 10-K/A as filed with the SEC on June 14, 2021, and the Company’s third amended annual report on Form 10-K/A as filed with the SEC on January 2 1 8-K, as filed with the SEC on March 5, 18, and 30, 2021. The interim results for the period ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. As described in Note 3—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the three and six months ended June 30, 2021 (the “Affected Period”), is restated in this Quarterly Report on Form 10-Q/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 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 or accreted over the life of the related 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 December 31, 2020 As of June 30 2021 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 Offering costs consisted of legal, accounting, and underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating non-current 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 (Restated) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of redeemable and non-redeemable The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 7,614,000 shares of common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for three and six months ended June 30, 2021. Accretion associated with the redeemable common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share of redeemable and non-redeemable For the Three Months For the Six Months ended June 30, 2021 ended June 30, 2021 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss $ (825,915 ) $ (217,556 ) $ (1,629,700 ) $ (429,282 ) Denominator: Basic and diluted weighted average shares outstanding 17,000,000 4,478,000 17,000,000 4,478,000 Basic and diluted net loss per share $ (0.05 ) $ (0.05 ) $ (0.10 ) $ (0.10 ) 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.

Restatement of Financial Statem

Restatement of Financial Statements	6 Months Ended
	Jun. 30, 2021
Restatement of Financial Statements [Abstract]
Restatement of Financial Statements	Note 3 – Restatement of Financial Statements The Company concluded it should restate its previously issued financial statements by amending its Quarterly Report on Form 10-Q, 10-S99, Impact of the Restatement The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. As Previously Adjustment As Restated Balance - December 31, 2020 (Restated) $ 5,000,010 $ (3,651,391 ) $ 1,348,619 Net loss (Restated) (1,015,510 ) (1 ) (1,015,511 ) Change in value of common stock subject to possible redemption (Restated) (3,651,392 ) 3,651,392 — Balance as of March 31, 2021 $ 333,108 $ — $ 333,108 Net loss (Restated) (1,043,471 ) — (1,043,471 ) Balance as of June 30, 2021 $ (710,363 ) $ — $ (710,363 ) The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from January 1, 2021 through June 30, 2021: For the Period from January 1, 2021 through June 30, 2021 As Previously Adjustment As Supplemental Disclosure of Noncash Financing Activities: Change in value of common stock subject to possible redemption (restated) $ 3,651,391 $ (3,651,391 ) $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the three and six months ended June 30, 2021: Earnings Per Share for Common Stock As Previously (1) Adjustment As Restated For the Three Months Ended June 30, 2021 Net loss $ (1,043,472 ) $ 1 $ (1,043,471 ) Basic and Diluted weighted-average redeemable common shares outstanding 17,000,000 — 17,000,000 Basic and Diluted net loss per redeemable common share $ (0.00 ) $ (0.05 ) $ (0.05 ) Basic and Diluted weighted-average non-redeemable 4,478,000 — 4,478,000 Basic and Diluted net loss per non-redeemable $ (0.23 ) $ 0.18 $ (0.05 ) Earnings Per Share for Common Stock As Previously (1) Adjustment As Restated For the Six Months Ended June 30, 2021 Net loss $ (2,058,982 ) $ — $ (2,058,982 ) Basic and Diluted weighted-average redeemable common shares outstanding 16,818,439 181,561 17,000,000 Basic and Diluted net loss per redeemable common share $ (0.00 ) $ (0.10 ) $ (0.10 ) Basic and Diluted weighted-average non-redeemable 4,659,492 (181,492 ) 4,478,000 Basic and Diluted net loss per non-redeemable $ (0.44 ) $ 0.34 $ (0.10 ) (1) - The weighted average shares outstanding was calculated based on the two-class non-redeemable non-redeemable

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2021
Regulated Operations [Abstract]
Initial Public Offering	Note 4 – 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.

Private Placement

Private Placement	6 Months Ended
	Jun. 30, 2021
Private Placement Disclosure [Abstract]
Private Placement	Note 5 – 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

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 – 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.

Investment Held in Trust Accoun

Investment Held in Trust Account	6 Months Ended
	Jun. 30, 2021
Investments, Debt and Equity Securities [Abstract]
Investment Held in Trust Account	Note 7 – 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 Value/Amortized Cost Gross Unrealized Gains Gross Unrealized losses Fair Value as of 2021 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 T-Bill Maturity Gross 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 $ 0 $ (44,520 ) $ 170,032,591

Commitments

Commitments	6 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments	Note 8 – 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.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 9 – 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
Warrant Liability [Abstract]
Warrants	Note 10 – Warrants Public Warrants - 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 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.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 11 – 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

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2021
Basis of Presentation (Restated)	Basis of Presentation (Restated) The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the financial position as of March 31, 2021 and the results of operations and cash flows for the period presented and should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on October 20, 2020, the Company’s annual report on Form 10-K as filed with the SEC on February 17, 2021, the Company’s amended annual report on Form 10-K/A as filed with the SEC on May 7, 2021, the Company’s sec o 10-K/A as filed with the SEC on June 14, 2021, and the Company’s third amended annual report on Form 10-K/A as filed with the SEC on January 2 1 8-K, as filed with the SEC on March 5, 18, and 30, 2021. The interim results for the period ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. As described in Note 3—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the three and six months ended June 30, 2021 (the “Affected Period”), is restated in this Quarterly Report on Form 10-Q/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
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.
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.
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 or accreted over the life of the related held-to-maturity
Fair Value Measurements (Restated)	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 December 31, 2020 As of June 30 2021 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	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	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	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	Offering Costs Offering costs consisted of legal, accounting, and underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating non-current
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.
Net Loss Per Common Share (Restated)	Net Loss Per Common Share (Restated) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of redeemable and non-redeemable The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 7,614,000 shares of common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for three and six months ended June 30, 2021. Accretion associated with the redeemable common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share of redeemable and non-redeemable For the Three Months For the Six Months ended June 30, 2021 ended June 30, 2021 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss $ (825,915 ) $ (217,556 ) $ (1,629,700 ) $ (429,282 ) Denominator: Basic and diluted weighted average shares outstanding 17,000,000 4,478,000 17,000,000 4,478,000 Basic and diluted net loss per share $ (0.05 ) $ (0.05 ) $ (0.10 ) $ (0.10 )
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.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2021
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 December 31, 2020 As of June 30 2021 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 %
Schedule of changes in the fair value of the private placement Warrants, a Level 3 liability, measured on a recurring basis	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
Schedule of basic and diluted net income per common share	The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share of redeemable and non-redeemable For the Three Months For the Six Months ended June 30, 2021 ended June 30, 2021 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss $ (825,915 ) $ (217,556 ) $ (1,629,700 ) $ (429,282 ) Denominator: Basic and diluted weighted average shares outstanding 17,000,000 4,478,000 17,000,000 4,478,000 Basic and diluted net loss per share $ (0.05 ) $ (0.05 ) $ (0.10 ) $ (0.10 )
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

Restatement of Financial Stat_2

Restatement of Financial Statements (Tables)	6 Months Ended
	Jun. 30, 2021
Restatement of Financial Statements [Abstract]
Schedule of stockholders' equity	The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. As Previously Adjustment As Restated Balance - December 31, 2020 (Restated) $ 5,000,010 $ (3,651,391 ) $ 1,348,619 Net loss (Restated) (1,015,510 ) (1 ) (1,015,511 ) Change in value of common stock subject to possible redemption (Restated) (3,651,392 ) 3,651,392 — Balance as of March 31, 2021 $ 333,108 $ — $ 333,108 Net loss (Restated) (1,043,471 ) — (1,043,471 ) Balance as of June 30, 2021 $ (710,363 ) $ — $ (710,363 )
Schedule of statement of cash flows	The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from January 1, 2021 through June 30, 2021: For the Period from January 1, 2021 through June 30, 2021 As Previously Adjustment As Supplemental Disclosure of Noncash Financing Activities: Change in value of common stock subject to possible redemption (restated) $ 3,651,391 $ (3,651,391 ) $ —
Schedule of earnings per share basic and diluted	The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the three and six months ended June 30, 2021: Earnings Per Share for Common Stock As Previously (1) Adjustment As Restated For the Three Months Ended June 30, 2021 Net loss $ (1,043,472 ) $ 1 $ (1,043,471 ) Basic and Diluted weighted-average redeemable common shares outstanding 17,000,000 — 17,000,000 Basic and Diluted net loss per redeemable common share $ (0.00 ) $ (0.05 ) $ (0.05 ) Basic and Diluted weighted-average non-redeemable 4,478,000 — 4,478,000 Basic and Diluted net loss per non-redeemable $ (0.23 ) $ 0.18 $ (0.05 ) Earnings Per Share for Common Stock As Previously (1) Adjustment As Restated For the Six Months Ended June 30, 2021 Net loss $ (2,058,982 ) $ — $ (2,058,982 ) Basic and Diluted weighted-average redeemable common shares outstanding 16,818,439 181,561 17,000,000 Basic and Diluted net loss per redeemable common share $ (0.00 ) $ (0.10 ) $ (0.10 ) Basic and Diluted weighted-average non-redeemable 4,659,492 (181,492 ) 4,478,000 Basic and Diluted net loss per non-redeemable $ (0.44 ) $ 0.34 $ (0.10 ) (1) - The weighted average shares outstanding was calculated based on the two-class non-redeemable non-redeemable

Investment Held in Trust Acco_2

Investment Held in Trust Account (Tables)	6 Months Ended
	Jun. 30, 2021
Investments, Debt and Equity Securities [Abstract]
Schedule of fair value of held to maturity securities	Carrying Value/Amortized Cost Gross Unrealized Gains Gross Unrealized losses Fair Value as of 2021 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 T-Bill Maturity Gross 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 $ 0 $ (44,520 ) $ 170,032,591

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Nov. 17, 2020	Nov. 17, 2020	Oct. 26, 2020	Oct. 26, 2020	Oct. 22, 2020	Oct. 22, 2020	Aug. 31, 2020	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2019
Description of Organization and Business Operations (Details) [Line Items]
Unit price (in Dollars per share)								$ 10
Stock Repurchased and Retired During Period, Shares (in Shares)							1,355,000
Fair market value, percentage								80.00%
Public per share, percentage								50.00%
Trust account expenses of the liquidation								$ 100,000
Net intangible assets								$ 5,000,001
Percentage of redeem public shares								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
Gross proceeds								$ 375,000,000
Cash								127,722	$ 1,276,364	$ 25,000	$ 0
Working capital								$ (543,552)
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.
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units sold					15,000,000	15,000,000
Unit price (in Dollars per share)					$ 10	$ 10
Generating additional gross proceeds						$ 150,000,000
Price per share (in Dollars per share)					$ 10	$ 10
Price per unit sold (in Dollars per share)								$ 10
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units sold					228,000	228,000
Unit price (in Dollars per share)					$ 10	$ 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]
Number of units sold								2,250,000
Unit price (in Dollars per share)	$ 10	$ 10						$ 10
Generating additional gross proceeds		$ 20,000,000
Additional number of shares purchased (in Shares)	500,000	500,000	1,500,000	1,500,000
Generating additional gross proceeds		$ 5,000,000	$ 15,000,000
Stock Repurchased and Retired During Period, Shares (in Shares)		62,500
I-B Good Works LLC [Member] | Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Stock Repurchased and Retired During Period, Shares (in Shares)		62,500

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	3 Months Ended	6 Months Ended
	Jun. 30, 2021USD ($)shares	Jun. 30, 2021USD ($)shares
Reclassed stockholders equity to temporary equity | $		$ 3,000,000
Federal depository insurance coverage | $	$ 250,000	$ 250,000
Private warrants issued (in Shares)		114,000
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	7,614,000	7,614,000
Common stock subject to possible redemption (in Shares)		17,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Jun. 30, 2020
Allocation of net loss	$ (1,043,471)	$ (1,015,511)	$ (2,058,982)	$ (2,000)
Redeemable Common Stock [Member]
Allocation of net loss	$ (825,915)		$ (1,629,700)
Basic and diluted weighted average shares outstanding	17,000,000		17,000,000
Basic and diluted net loss per share	$ (0.05)		$ (0.10)
Non Redeemable Common Stock [Member]
Allocation of net loss	$ (217,556)		$ (429,282)
Basic and diluted weighted average shares outstanding	4,478,000		4,478,000
Basic and diluted net loss per share	$ (0.05)		$ (0.10)

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 - 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 - $ / shares	6 Months Ended
	Jun. 30, 2021	Dec. 31, 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
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
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 - 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

Restatement of Financial Stat_3

Restatement of Financial Statements (Details) - Schedule of stockholders' equity - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Jun. 30, 2020
Impact Of Restatement On Stockholders Equity [Line Items]
Balance	$ 333,108	$ 1,348,619	$ 1,348,619
Net loss (Restated)	(1,043,471)	(1,015,511)	(2,058,982)	$ (2,000)
Balance	(710,363)	333,108	(710,363)
As Previously Reported
Impact Of Restatement On Stockholders Equity [Line Items]
Balance	333,108	5,000,010	5,000,010
Net loss (Restated)	(1,043,471)	(1,015,510)
Change in value of common stock subject to possible redemption (Restated)		(3,651,392)
Balance	(710,363)	333,108	(710,363)
Adjustment
Impact Of Restatement On Stockholders Equity [Line Items]
Balance		(3,651,391)	(3,651,391)
Net loss (Restated)		(1)
Change in value of common stock subject to possible redemption (Restated)		3,651,392
As Restated
Impact Of Restatement On Stockholders Equity [Line Items]
Balance	333,108	1,348,619	1,348,619
Net loss (Restated)	(1,043,471)	(1,015,511)
Balance	$ (710,363)	$ 333,108	$ (710,363)

Restatement of Financial Stat_4

Restatement of Financial Statements (Details) - Schedule of statement of cash flows	6 Months Ended
	Jun. 30, 2021USD ($)
As Previously Reported
Supplemental Disclosure of Noncash Financing Activities:
Change in value of common stock subject to possible redemption (restated)	$ 3,651,391
Adjustment
Supplemental Disclosure of Noncash Financing Activities:
Change in value of common stock subject to possible redemption (restated)	(3,651,391)
As Restated
Supplemental Disclosure of Noncash Financing Activities:
Change in value of common stock subject to possible redemption (restated)	$ 0

Restatement of Financial Stat_5

Restatement of Financial Statements (Details) - Schedule of earnings per share basic and diluted - USD ($)		3 Months Ended		6 Months Ended
		Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Other (expense) income:
Net loss		$ (1,043,471)	$ (2,000)	$ (2,058,982)	$ (2,000)
As Previously Reported
Other (expense) income:
Net loss	[1]	$ (1,043,472)		$ (2,058,982)
Basic and Diluted weighted-average redeemable common shares outstanding	[1]	17,000,000		16,818,439
Basic and Diluted net loss per redeemable common share	[1]	$ 0		$ 0
Basic and Diluted weighted-average non-redeemable common shares outstanding	[1]	4,478,000		4,659,492
Basic and Diluted net loss per non-redeemable common shares	[1]	$ (0.23)		$ (0.44)
Adjustment
Other (expense) income:
Net loss		$ 1
Basic and Diluted weighted-average redeemable common shares outstanding				181,561
Basic and Diluted net loss per redeemable common share		$ (0.05)		$ (0.10)
Basic and Diluted weighted-average non-redeemable common shares outstanding				(181,492)
Basic and Diluted net loss per non-redeemable common shares		$ 0.18		$ 0.34
As Restated
Other (expense) income:
Net loss		$ (1,043,471)		$ (2,058,982)
Basic and Diluted weighted-average redeemable common shares outstanding		17,000,000		17,000,000
Basic and Diluted net loss per redeemable common share		$ (0.05)		$ (0.10)
Basic and Diluted weighted-average non-redeemable common shares outstanding		4,478,000		4,478,000
Basic and Diluted net loss per non-redeemable common shares		$ (0.05)		$ (0.10)
[1]	The weighted average shares outstanding was calculated based on the two-class method, where the earnings per share was determined based on redeemable and non-redeemable common stock. The Company revised its earnings per share calculation to allocate net losses by the weighted average shares of redeemable and non-redeemable common stock outstanding for the respective period.

Restatement of Financial Stat_6

Restatement of Financial Statements (Details)	Jun. 30, 2021USD ($)
Restatement of Financial Statements [Abstract]
Minnimum networth needed post consummation of business combination	$ 5,000,001

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Nov. 17, 2020	Nov. 17, 2020	Oct. 26, 2020	Oct. 26, 2020	Oct. 22, 2020	Oct. 22, 2020	Jun. 30, 2021
Initial Public Offering (Details) [Line Items]
Price per share (in Dollars per share)							$ 10
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	15,000,000
Price per share (in Dollars per share)					$ 10	$ 10
Gross proceeds from issuance (in Dollars)						$ 150,000,000
Sale of stock price per unit (in Dollars per share)					$ 10	$ 10
Warrant [Member]
Initial Public Offering (Details) [Line Items]
Price per share (in Dollars per share)							$ 11.50
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of units sale							2,250,000
Additional number of shares purchased	500,000	500,000	1,500,000	1,500,000
Gross proceeds from issuance (in Dollars)		$ 20,000,000
Proceeds from sale of units (in Dollars)							$ 170,000,000
Sale of stock price per unit (in Dollars per share)	$ 10	$ 10					$ 10

Private Placement (Details)

Private Placement (Details) - USD ($)	Oct. 22, 2020	Oct. 22, 2020	Jun. 30, 2021
Private Placement (Details) [Line Items]
Unit price			$ 10
Warrant, Description			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.
Private Placement [Member]
Private Placement (Details) [Line Items]
Number of units sold	228,000	228,000
Aggregate purchase price		$ 2,280,000
Unit price	$ 10	$ 10

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Nov. 17, 2020	Feb. 28, 2021	Oct. 31, 2020	Aug. 31, 2020	Jul. 31, 2020	Jun. 30, 2021
Related Party Transactions (Details) [Line Items]
Number of shares cancelled				1,355,000
Share price (in Dollars per share)						$ 12
Number of shares issued			562,500			750,000
Issued and outstanding shares, percentage			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.
Working capital loans (in Dollars)						$ 1,500,000
Price per unit (in Dollars per unit)						$ 10
Rental expense (in Dollars)						$ 10,000
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
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Sponsor purchased shares						2,250,000
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
Share price (in Dollars per share)				$ 0.006
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Number of shares issued			562,500
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

Investment Held in Trust Acco_3

Investment Held in Trust Account (Details)	6 Months Ended
	Jun. 30, 2021USD ($)
U.S. Money Market [Member]
Investment Held in Trust Account (Details) [Line Items]
Investment in trust account	$ 170,032,591
U.S. Treasury Securities [Member]
Investment Held in Trust Account (Details) [Line Items]
Investment in trust account	$ 0
Maturity date	Apr. 22, 2021

Investment Held in Trust Acco_4

Investment Held in Trust Account (Details) - Schedule of fair value of held to maturity securities - USD ($)	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Marketable Securities [Line Items]
Carrying Value/Amortized Cost	$ 170,064,998	$ 170,027,342
Gross Unrealized Gains	12,113	4,916
Gross Unrealized losses	(44,520)	(148)
T-Bill Maturity	0
Fair Value	170,032,591	170,032,110
U.S. Money Market [Member]
Marketable Securities [Line Items]
Carrying Value/Amortized Cost	203	203
Gross Unrealized Gains	2,908
Gross Unrealized losses	(44,520)
T-Bill Maturity	170,074,000
Fair Value	170,032,591	203
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)
T-Bill Maturity	$ (170,074,000)
Fair Value		$ 170,031,907

Commitments (Details)

Commitments (Details) - USD ($)	Nov. 17, 2020	Nov. 17, 2020	Oct. 26, 2020	Oct. 26, 2020	Oct. 22, 2020	Jun. 30, 2021
Commitments (Details) [Line Items]
Share price per share						$ 10
Underwriting discount						$ 450,000
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%
Additional amount equal percentage						120.00%
Deferred legal fee amount						$ 321,545
Underwriting Agreement [Member]
Commitments (Details) [Line Items]
Public Offering to purchase shares						2,250,000
Over-Allotment Option [Member]
Commitments (Details) [Line Items]
Additional number of shares purchased	500,000	500,000	1,500,000	1,500,000
Share price per share	$ 10	$ 10				$ 10
Gross proceeds from issuance		$ 20,000,000
IPO [Member]
Commitments (Details) [Line Items]
Share price per share					$ 10
Gross proceeds from issuance					$ 150,000,000
Business Combination Marketing Agreement [Member] | IPO [Member]
Commitments (Details) [Line Items]
Percentage of gross proceeds of IPO						4.50%

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
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	4,478,000
Common stock, shares outstanding	4,478,000	4,478,000
Common shares subject to possible redemption	17,000,000	17,000,000
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.
Price per share (in Dollars per share)	$ 12

Warrants (Details)

Warrants (Details)	6 Months Ended
	Jun. 30, 2021
Warrant Liability [Abstract]
Public warrants expire	5 years
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.

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	Jul. 15, 2021	Jul. 08, 2021
Subsequent Events (Details) [Line Items]
Subscription discount		25.00%
Aggregate of shares (in Shares)		5,000,000
Purchase price of per share		$ 10
Cash payment		$ 50,000,000
Operating expenses	$ 100,000