CIFRCipher Digital

In an appropriate place in this section please provide a concise summary and table of the use of funds in this transaction, to include payments expected to be made to Bitfury and to affiliates of the Company. Our success will be highly dependent upon maintaining a successful relationship with Bitfury...,

The Company respectfully acknowledges the Staff’s comment and has revised pages 27 and 28 of Submission No. 2 by including a sub-section “Sources and Uses of Funds for the Business Combination”. Read in the reply ↗

Explain how your agreement with Bitfury to deliver critical equipment will be maintained "on an arm's length basis" in light of Bitfury's control of Cipher.

The Company respectfully acknowledges the Staff’s comment and has revised pages 48, 49, 52, 121, 183, 184 and elsewhere of Submission No. 2. The revised disclosure provides that the agreement will be entered into between Cipher Mining Technology, Inc.

and its sole shareholder Bitfury Top HoldCo B.V. (“Bitfury”). The additional disclosure also removes the references to “arm’s length basis”, clarifying that, while, the exact specifications, amount, quantity and timing for the equipment and services that Cipher Mining Technology, Inc.

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may request under the Master Services and Supply Agreement will be specified in individual orders that may be placed in the future pursuant to the agreement, the Master

Services and Supply Agreement includes several key terms that are more advantageous from the perspective of Cipher Mining Technology, Inc. (“Cipher”). Specifically, Cipher expects to benefit from the right of first refusal regarding the purchase of ASIC chips that Bitfury makes available to the market in future and the “most-favored nation pricing” protection in relation to the services and equipment to be supplied by Bitfury.

The Company also notes that, while upon completion of the planned business combination between the Company and Cipher (the “Business

Combination”), the Cipher Stockholder is expected to beneficially own approximately 77.66% of New Cipher’s common stock and, therefore, New Cipher will be a “controlled company” under Nasdaq corporate governance standards,

New Cipher has voluntarily elected to comply with the Nasdaq corporate governance requirement that a majority of the New Cipher Board, compensation and nominating and corporate governance committees consist of independent directors. These governance protections are put in place to ensure arm’s length bargaining in relation to material transactions between Cipher and Bitfury and to ensure Cipher’s independence, notwithstanding Bitfury’s significant share ownership.

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Please revise this risk factor to include a discussion regarding limitations of and competition in microchip manufacturing, including the current shortage in supply.

The Company respectfully acknowledges the

Staff’s comment and has revised pages 52 and 53 of Submission No. 2 to include two additional risk factors elaborating on this risk: “Miners rely on components and raw materials that may be subject to price fluctuations or shortages, including ASIC chips that have been subject to an ongoing significant shortage, and we cannot order the equipment necessary for our initial buildout phase without the funds that we expect to obtain upon Closing of the Business

Combination” and “We are exposed to risks related to disruptions or other failures in the

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supply chain for cryptocurrency hardware and difficulties in obtaining new hardware.”

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Discuss how the limited supply of bitcoins that can be mined (and the current mining total) affects your business plan.

The Company respectfully acknowledges the Staff’s comment and has revised pages

71 and 72 of Submission No. 2, clarifying the risk by adding a new risk factor “The supply of Bitcoin is limited, and production of Bitcoin is negatively impacted by the Bitcoin halving protocol expected every four years.” Read in the reply ↗

We note your disclosure that Tyler Page worked on a contract basis for Bitfury immediately prior to being designated to be CEO of Cipher. We further note your disclosure on page 181 that Mr. Page served as Bitfury's Head of Business Development for digital asset infrastructure. Please provide a more detailed discussion regarding Mr. Page's duties while at Bitfury.

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As part of your disclosure, discuss management's determination that Mr. Page, the CEO of a Bitfury affiliate, and former employee of Bitfury, could make decisions independently of Bitfury and conduct negotiations on an arms-length basis.

The Company respectfully acknowledges the

Staff’s comment and has revised pages 121 and 193 and elsewhere of Submission No. 2.

The revised disclosure lists

Mr. Page’s main duties while at Bitfury and clarifies that, since the inception of Cipher, Mr. Page focused on preparation for the Business Combination and set-up of Cipher’s planned operations following the Business Combination. Mr. Page’s contract with Bitfury Holding B.V. will terminate upon Closing; however, since March 2021 he already ceased all responsibilities thereunder. Read in the reply ↗

Define the phrase "greenfield company."

The Company respectfully acknowledges the Staff’s comment and has revised page 122 of Submission No. 2 by removing the phrase and clarifying the reference. Read in the reply ↗

In light of the pre-existing relationships between members of the company's management and Bitfury, explain how the board determined that the company's policies did not trigger the need to obtain a fairness opinion for the transaction.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company’s policies require that its board of directors (the “Board of Directors”) obtain a fairness opinion in connection with a proposed initial business combination if the target company is affiliated with the Company’s officers or directors.

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None of the Company’s officers or directors is affiliated with the counterparty in the proposed initial business combination, Cipher, and therefore the Company believes that a fairness opinion is not required.

The term “affiliate” is defined under Regulation C, Rule 405 promulgated under the

U.S. Securities Act of 1933, as amended, as follows:

“[a]n affiliate of, or person affiliated with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.”

At the time of the introduction to the Company of the potential opportunity to effect an initial business combination with Cipher, the only officer or director of the Company who had a relationship with Cipher or any of its affiliates was Douglas C. Wurth. Mr. Wurth is the Co-Chairman and a member of the Board of Directors. He is also the

Chairman of 500 N 4th Street LLC, doing business as Standard Power (“Standard Power”), and he owns a controlling interest in Perpetual Power LLC which, in turn, owns a majority of the equity interests in Standard Power. Prior to the

Company’s consideration of the Business Combination, Standard Power was in negotiations with Bitfury, Cipher’s majority shareholder, to provide to Bitfury hosting and transmission infrastructure to accommodate Bitcoin mining in the United

States. The relationship between Standard Power and Bitfury led to Mr. Wurth introducing Bitfury and Cipher to the Company. At that time and as of the time that the Business Combination was considered and approved by the Board of Directors,

Standard Power did not have any established business relationship with Cipher or any of its affiliates.

Neither Mr. Wurth nor

Standard Power is controlled by, or is under common control with Cipher, Bitfury or any of their affiliates. Standard Power is an independent company with its own governance structure; Standard Power’s management is not interlocked with the boards of directors of any of Cipher, Bitfury or any of their affiliates; neither Standard Power nor Mr. Wurth owns any interest in Cipher or in any affiliate of Cipher; neither Cipher nor any affiliate of Cipher owns any interest in Standard

Power; and there were no business relationships between Standard Power, on the one hand, and Cipher or any of Cipher’s affiliates, on the other hand, at any of the relevant times that could support a conclusion that Mr. Wurth or Standard

Power was controlled by, controlling, or under common control with Cipher, Bitfury or any of their affiliates. In fact, the business relationship between Standard Power and Cipher was not concluded until April 1, 2021, when the parties signed the Standard Power Hosting Agreement. The Company respectfully revised pages 31, 128 and 182 of Submission No. 2 to clarify this.

From the outset Mr. Wurth made full disclosure to the Board of Directors of his potential interest in the Business Combination, and the

Board of Directors addressed his “interested person” status in its deliberations and its consideration of the Business Combination. Mr. Wurth’s interest in the transaction is disclosed on pages 128, 129 and 235 of Submission

No. 2. That said, “interested person” status under the Delaware General Corporation law is not synonymous with, and in fact is a distinct concept from, an “affiliated person” status under the U.S. federal securities laws.

Mr. Wurth is “interested” in the Business Combination but he is not affiliated with any of Cipher, Bitfury or any of their affiliates, and therefore the Company’s view is that, under the Company’s policies, no fairness opinion is or was required.

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We note the assumptions used in preparing your projections through 2025. Please clarify the following: • The basis for the 100% linear growth in Bitcoin over the five year period; • How you determined that the network hashrate will be ~455 Eh/s at the end of 2025.

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In that regard, we note that over the last 4 years the Bitcoin hashrate has increased by a substantially greater degree than your projections for hashrate over the next 4 years; • Whether you assumed increases in ASIC efficiency in TH per watt, and, if so, what rate you used for your assumptions; and • Whether you considered the block reward halving expected to occur in 2024. Business Overview, page 164

The Company respectfully acknowledges the Staff’s comment and has revised pages 127 and 128 of Submission No. 2. The

Company also provides the following clarifications:

Cipher prepared its select financial projections for 2021E-2025E period using a proprietary quantitative model. In this model, Bitcoin’s linear growth from $25,000 to $50,000 was used as a simplified, but more conservative price path.

that over the last 4 years the Bitcoin hashrate has increased by a substantially greater degree than your projections for hashrate over the next 4 years;

In light of the industry dynamics and

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the development stage of the Bitcoin ecosystem, Cipher’s management does not believe that the

Bitcoin hashrate will continue its growth at the same pace that it has over the past 4 years and believes the ~455 Eh/s estimate at the end of 2025 to be realistic.

The table below sets out Cipher’s management assumed increases in ASIC efficiency, underlying the model. The Company has revised page 128 of Submission No. 2 to explicitly clarify.

Projections Year

2021E

2022E

2023E

2024E

2025E

ASIC efficiency in W/TH (Watts per

Terahash)(1)

(1)

ASIC efficiency of 31 Watts per Terahash (W/TH) in 2021E, and increasing in new ASIC chip models to 20 W/TH in

2022E, 15W/TH in 2023E, 12W/TH in 2024E and 10 W/TH in 2025E.

The Company respectfully advises the Staff that the expected 2024 halving has been considered and included in all model calculations. The

Company has revised page 127 and elsewhere of Submission No. 2 to explicitly clarify this.

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Please revise to clarify whether Bitfury is the manufacturer and fabricator of the ASIC Chips, or whether those chips are sourced from third-party manufacturers. If so, provide disclosure regarding any agreements Cipher or Bitfury has with those manufacturers, and provide the material terms of the agreement.

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If Bitfury fabricates and manufacturers the ASIC chips, provide a discussion regarding the potential supply constraints and manufacturing capacity of Bitfury.

The Company respectfully acknowledges the Staff’s comment and has revised pages 52, 178, 179 and elsewhere of Submission

No. 2 to clarify that Bitfury designs the ASIC chips, but it does not own or operate any chip manufacturing facilities (also known as foundries). Similarly to most of its peers, Bitfury relies on a single third-party foundry partner to manufacture its silicon wafers required for the chips. The production of ASIC chips typically requires highly sophisticated silicon wafers, which currently, only a small number of foundries in the world are capable of producing.

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For the large-scale manufacturing of its new NIVEN ASIC chip, Bitfury is expecting to utilize the manufacturing capacity at its foundry partner. The risks and production constraints related to this planned production are similar to any other supply and product quality risks that may arise in the context of Cipher’s equipment procurement. The Company elaborated on these in the revised pages 52 and 53 in the risk factors “Miners rely on components and raw materials that may be subject to price fluctuations or shortages, including ASIC chips that have been subject to an ongoing significant shortage, and we cannot order the equipment necessary for our initial buildout phase without the funds that we expect to obtain upon Closing of the

Business Combination” and “We are exposed to risks related to disruptions or other failures in the supply chain for cryptocurrency hardware and difficulties in obtaining new hardware” of Submission No. 2.

While the Company has the option under the Master Services and Supply Agreement, and may prefer, to order the NIVEN ASIC chips for its miners, it is not required to do so and, as provided on pages 48, 52, 178 and 179 of Submission No. 2, if the Company is unwilling or unable or to obtain the NIVEN chip or servers from Bitfury, the Company has flexibility and may rely on other third-party suppliers for the required chips and servers in order to meet its planned timing under the initial buildout phase.

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We note your disclosure here and in the summary that you are a "technological leader in the Bitcoin space". Please revise to provide your basis for this assertion including whether it is based on objective factors such as market penetration or revenue, or if it is a belief of management.

The Company respectfully acknowledges the Staff’s comment and has revised pages 22, 189 and elsewhere of Submission

No. 2. Read in the reply ↗

We note that your graph comparing the price of Bitcoin to the hashrate only reflects January 2020 through February 2021. However, you provide projections and assumptions regarding hashrate and price through 2025. Please revise the graph to reflect a similar period of time as your projections to provide greater understanding of your projections and assumptions.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that Cipher’s management team believes that the graph, in its current form, is more informative for investors: (i) the graph does not capture the time period prior to January 2020, because Cipher’s management team believes the period prior to January 2020, in which hashrate was significantly lower could be confusing and not informative for investors, and instead it is more useful to show a more mature stage of the Bitcoin market and (ii) Cipher’s management team believes that providing any projections on the price

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of Bitcoin or the hashrate in the future may be misleading to investors due to Bitcoin’s price volatility. Cipher believes that the assumptions regarding Bitcoin’s general price development, the hashrate underlying its model and base projections for 2021E-2025E in the section “Certain Cipher Projected Financial Information” would sufficiently inform the investor.

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You indicate that your expected average cost of energy of 2.7c/kWh will provide you with a cost leadership advantage over your main competitors and that you may be able to gain market share if the Bitcoin price drops because of your low cost electricity. Please revise to quantify how Bitfury's electricity costs compare to the electricity costs of its main competitors.

The Company respectfully acknowledges the Staff’s comment and has revised page 174 of Submission No. 2. To provide a more complete picture and ensure we quote reliable data, we set out the median electricity price paid by miners in North America and globally, which was presented by the Cambridge Centre for

Alternative Finance September 2020 benchmarking study. Read in the reply ↗

We note your disclosure that you may have the ability to mine over 21,000 Bitcoin per annum in December 2025. Please revise to clarify whether this is preor posthalving, which is expected to occur in 2024. In addition, provide balancing disclosure regarding the limitations on the underlying assumptions in determining that you will be able to mine 21,000 Bitcoin per annum.

The Company respectfully acknowledges the Staff’s comment and has revised pages 71, 174, 180, 190 and elsewhere of Submission No. 2. Read in the reply ↗

We note your disclosure that New Cipher will benefit from "most-favored nation pricing." Please revise to disclose how Bitfury's Bitcoin ASIC miners will be allocated between New Cipher's operations and Bitfury's existing mining operations and any potential conflict of interest.

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In addition, disclose the material terms of the Master Services and Supply Agreement, including whether Bitfury must provide a minimum number of ASIC miners, the model and efficiency of the ASIC models to be provided, the time frame for deliver of the ASIC miners, and whether New Cipher has any minimum purchase or payment obligations.

The Company respectfully acknowledges the Staff’s comment and has revised the description of the “Master Services and Supply Agreement” on pages 48, 49, 183, 184 and elsewhere of Submission No. 2. Read in the reply ↗

Please tell us whether the Master Services and Supply Agreement requires that the supply, maintenance, and/or operation of the ASIC miners is exclusive to Bitfury ASIC Miners and products. In that regard, we note there are several substantially larger ASIC manufacturers, including Bitmain and Canaan, that may produce more efficient ASIC Chips and miners.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that subject to the service exclusivity right under the Master Services and Supply Agreement, which is granted to Bitfury with respect to New Cipher’s planned initial physical locations (comprising three sites in Texas and one site in Ohio), the

Master Services and Supply Agreement does not require that the supply, maintenance, and/or operation of the ASIC miners to be exclusive to Bitfury ASIC Miners and products.

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The Company respectfully revised the description of the “Master

Services and Supply Agreement” on page 183 and 184 and elsewhere of Submission No. 2 to clarify.

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We note that you expect your revenue to consist of Bitcoin block rewards and transaction fees. However, Bitcoin transaction fees are both variable and are included in the block rewards. Please tell us why you have disaggregated transaction fees from block rewards, and provide a discussion regarding the variability in transaction fees, including the current and past average transaction fees per block.

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In addition, please expand your disclosure regarding your expectation that transaction fees will become a larger proportion of revenue, your assumptions in that regard and by what proportion you expect transaction fees to increase over time.

The Company respectfully acknowledges the

Staff’s comment and revised pages 180 and 181 of Submission No. 2. The Company advises the Staff that transaction fees and block rewards are two separate revenue streams. Block rewards are fixed and the Bitcoin network is designed to periodically reduce them through halving. Currently one block reward is 6.25 Bitcoin, and it is estimated that it will halve again to 3.125 Bitcoin in March 2024. Bitcoin miners also collect transaction fees for each transaction they confirm.

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Miners validate unconfirmed transactions by adding the previously unconfirmed transactions to new blocks in the blockchain. Miners are not forced to confirm any specific transaction, but they are economically incentivized to confirm valid transactions as a means of collecting fees. Miners have historically accepted relatively low transaction confirmation fees, because miners have a very low marginal cost of validating unconfirmed transactions; however, unlike the fixed block rewards, transaction fees may vary, depending on the consensus set within the network.

As the use of the Bitcoin network expands and the total number of Bitcoin available to mine and, thus, the block rewards, declines over time, we expect the mining incentive structure to transition to a higher reliance on transaction confirmation fees, and the transaction fees to become a larger proportion of the revenues to miners.

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Address how you will determine when to sell Bitcoin for fiat currency to fund operations or growth and through what exchange. To the extent you have an agreement with a thirdparty exchange, please disclose the material terms and file the agreement as an exhibit.

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Discuss whether your Bitcoin will be held in digital wallets, exchanges or hardware wallet, and the security precautions you will take to keep the mined Bitcoin secure. Bitcoin Mining, page 176

The Company respectfully acknowledges the Staff’s comment and revised page 181 of Submission No. 2. to clarify that it has not set any specific amount or proportion of Bitcoin that it would periodically exchange for fiat currency. Subject to its strategic development plans, the Company may from time-to-time exchange Bitcoin for fiat currency to fund its operations and growth, or for any other reason. The Company currently has no agreements with any third-party exchanges and would consider exchanging its Bitcoin for fiat currency, if any, through OTC transactions and on exchanges.

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Cipher expects to work with qualified U.S. institutional custodians and expects to keep the majority of its mined Bitcoin in cold storage.

The Company clarified on page 63 of Submission No. 2 that it generally plans to hold the majority of its cryptocurrencies in cold storage to reduce the risk of malfeasance; however the Company may also use third-party custodial wallets and, from time to time, hot wallets or rely on other options that may develop in the future.

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Please discuss how the company will utilize mining pools and how mining pools operate. As part of your discussion, explain whether the company will aggregate the hashing power into pools hosted by third-parties, the company or Bitfury, and the fees that will be incurred.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company plans to utilize one or more third–party mining pools and is currently in the process of evaluating various options. The Company has no immediate plans to establish its own third–party mining pool. However, the Company would periodically re-evaluate this as part of its overall strategy going forward and, in the future, may also decide to stop using mining pools. The Company has revised pages 177 and 178 of Submission No.

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2 to clarify its approach and provide the investors more background information regarding “mining pools”, in general.

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Refer to your disclosure of Expected Revenue Structure on page 171. We note that you expect to derive revenues from block rewards and transaction fees earned for verifying transactions in support of the blockchain and that a trend in which transaction fees will constitute an increasing portion of revenues as the total number of Bitcoin available to mine declines over time.

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Please expand MD&A to include a discussion of this trend in known trends or future events, integrating your discussion with the industry information discussed on pages 175 and 176.

The Company respectfully acknowledges the Staff’s comment and revised page 190 of Submission No. 2. Read in the reply ↗

We note in Risk Factor disclosure on page 34 that Cipher's success will be highly dependent upon maintaining a successful relationship with Bitfury Holding B.V. and upon the ongoing provision of equipment and services by Bitfury. We note that Prepaid Services of $50 million is recorded as an asset on the pro forma balance sheet and constitutes the majority of non-cash assets.

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We also note that the Master Services and Supply Agreement with Bitfury will cover the first $200 million of equipment and services from Bitfury with a 25% discount to Cipher. Due to the significance of Bitfury to Cipher for ongoing operations, please provide financial statements for Bitfury, the counterparty to the prepaid services and Master Services and Supply Agreement, pursuant to Rule 3-13 of Regulation S-X.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has revised the disclosure on pages 48, 49, 52, 178, 183, 184 and elsewhere in Submission No. 2 to (i) state that the Master Services and Supply Agreement will be entered into between Cipher Mining Technology, Inc. and its sole shareholder

Bitfury Top HoldCo B.V.

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(together with its subsidiaries and affiliates, the “Bitfury Group”) and (ii) clarify that, while provision of equipment and services by the Bitfury Group under the Master Services and Supply Agreement may be beneficial for Cipher due to the favorable pricing and other terms for Cipher, Cipher is under no obligation to order any equipment or services from the Bitfury Group. Cipher can and may utilize third-party suppliers and service providers whenever it sees fit, subject to the service exclusivity right, which is granted to Bitfury in the Master Services and Supply Agreement with respect to Cipher’s planned initial physical locations (comprising three cities in Texas and one city in Ohio).

The Company also notes that, while upon completion of the Business Combination, Bitfury Top HoldCo B.V. is expected to beneficially own approximately 77.66% of New Cipher’s common stock (if no GWAC Common Shares are redeemed) and, therefore, New Cipher will be a “controlled company” under Nasdaq corporate governance standards, New Cipher has voluntarily elected to comply with the Nasdaq corporate governance requirement that a majority of its Board, compensation and nominating and corporate governance committees consist of independent directors. These governance protections are put in place specifically to set up arm’s length bargaining in relation to material transactions between New Cipher and the Bitfury Group and to ensure New Cipher’s independence, notwithstanding Bitfury Top HoldCo B.V.’s significant share ownership.

In addition, the Company does not believe that the consolidated or stand-alone financial statements of Bitfury Top HoldCo B.V.

are relevant to an investor’s understanding of Cipher, pre-Closing, or New Cipher, post-Closing, and may be misleading to investors and cause undue reliance or unfounded expectations. Bitfury Group is a global blockchain and technology company with diverse operations and a very different financial profile from Cipher. Cipher does not look to the financial resources of Bitfury for payment of its expenses or other liabilities, provision of any potential collateral or any other form of financial assistance. Except for the optional provision of equipment and services on terms advantageous to Cipher under the Master Services and Supply Agreement, which is left to Cipher’s discretion, subject to monitoring by Cipher’s majority independent board, Bitfury has no role in Cipher’s operations, aside from the service exclusivity right under the Master Services and Supply Agreement, which is granted to Bitfury with respect to

New Cipher’s planned initial physical locations (comprising three sites in Texas and one site in Ohio).

Regarding the $50 million of Bitfury private placement in the New Cipher Common Stock which is meant to be offset by a 25% discount to Cipher under the Master Services and Supply Agreement, the Company respectfully advises the Staff that it has revised the disclosure on page 87 in Submission No. 2 to clarify a risk that if the

$50 million of Bitfury private placement does not materialize, the funds available for Cipher’s expected operational rollout may be limited or Cipher may lack sufficient funds to conduct its initial buildout phase as planned.

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Refer to Note 3 on page 194. Please expand the disclosure to clarify that the power arrangements are based on letters of intent and not definitive agreements.

The Company respectfully acknowledges the

Staff’s comment and advises the Staff that Cipher has now entered into one definitive agreement under its letters of intent. The Company has revised pages 181 and 182 and elsewhere of Submission No. 2 to reflect this update and attached the Standard Power Hosting Agreement as Exhibit 10.5 to Submission No. 2. Read in the reply ↗

We note that the Cipher Stockholder will hold 77.66% of the outstanding New Cipher stock at the closing of the transaction, and New Cipher will be a "Controlled Company" under Nasdaq rules. Explain why the Cipher Stockholder is not listed in the beneficial ownership table, and whether there are any natural person(s) who exercise voting control over those securities. Financial Statements - Good Works Acquisition Corp.

The Company respectfully acknowledges the Staff’s comment and has revised page 233 of Submission No. 2.

Financial Statements - Good Works Acquisition Corp. Read in the reply ↗

Please revise the disclosure it include the date that the financial statements were issued.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that as an SEC filer the Company disclosed that subsequent events were performed through the date the financial statements were issued in accordance with the Update No. 2010-09 — Subsequent Events (Topic 855)

Amendments to Certain Recognition and Disclosure Requirements. Read in the reply ↗

Please disclose as a subsequent event the Agreement and Plan of Merger with Cipher and include the details of the accounting treatment for the transaction. Financial Statements - Cipher Mining Technologies Inc.

The Company respectfully acknowledges the

Staff’s comment and has revised Note 11 on pages F-45 and F-46 of Submission No. 2 to reflect the Merger Agreement and clarify that Cipher will be treated as the acquiror for accounting purposes.

Financial Statements - Cipher Mining Technologies Inc. Read in the reply ↗

Please disclose in sufficient detail your revenue recognition accounting policy.

The Company respectfully acknowledges the Staff’s comment and has revised pages

F-53, F-54 of Submission No. 2 to update its financial statements to include the policy revenue recognition policy in Cipher Mining Technologies Inc. financial statements for the period ended January 31, 2021. Read in the reply ↗

Please expand the disclosure of the proposed business combination to explain your accounting treatment to be afforded to the 5 million shares in exchange for benefits-inkind upon consummation of the merger. Please also include disclosure of the accounting treatment to be afforded to the business combination.

The Company respectfully acknowledges the Staff’s comment and has revised pages F-53 and F-54 of Submission No. 2. Read in the reply ↗

We note that the third power arrangement includes the terms and conditions for a joint venture agreement with a counterparty (WindHQ) that was assigned to the Company by BHBV. Please expand the disclosure to include the accounting treatment to be afforded to the joint venture following the merger and provide financial statements for the joint venture pursuant to Rule 3-09 of Regulation S-X or revise the disclosure

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to clarify that the joint venture is in the planning stage, as you disclose on page 173. General

The Company respectfully acknowledges the Staff’s comment and has revised page F-57 of Submission No. 2. Read in the reply ↗

We note that throughout the registration statement you associate Bitfury's past performance with the potential performance of New Cipher. Please substantially revise your disclosure to make clear that Cipher has had limited operations, that it is a separate entity from Bitfury and that Bitfury's past performance in foreign jurisdictions may not be comparable to Cipher's planned operations in the United States.

The Company respectfully acknowledges the Staff’s comment and has revised pages 22, 45, 173 and 189 of Submission No. 2.

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We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at 202-724-6848 or on my mobile at 202-415-8300, or via email at rdemartino@schiffhardin.com, with any questions or comments regarding this correspondence. Read in the reply ↗

Clarify here and elsewhere, as applicable, that New Cipher will be controlled by Bitfury.

The Company respectfully acknowledges the Staff’s comment and has revised pages 23, 51, 95,

96, 178, 190, 197 and elsewhere of Submission No. 3 to highlight that New Cipher will be controlled by Bitfury Top HoldCo. Read in the reply ↗

To provide necessary clarity as to the overlapping interests between the Company and Bitfury, consider including a before and after chart depicting overlapping equity ownership of the Company and Bitfury.

The Company respectfully acknowledges the Staff’s comment and has revised page 24 of Submission No. 3, adding the charts. Read in the reply ↗

With a view towards clarifying the disclosure on page 48 and elsewhere, please explain to us how a right of first refusal regarding the purchase of chips is a substantive right in light of the ability of Bitfury to control Cipher.

The Company respectfully acknowledges the Staff’s comment and has revised pages 50, 51 and elsewhere of Submission

No. 3 to expand the risk factor related to the Master Services and Supply Agreement to clarify that Bitfury Top HoldCo has been and will remain Cipher’s controlling shareholder following the Business Combination. The Master Services and Supply

Agreement constitutes and will be treated as a related-party transaction between Cipher and Bitfury.

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We believe that the as such, in connection with New Cipher’s relationship with Bitfury Top HoldCo (including under the Master Services and

Support Agreement), as part of its periodic disclosures, New Cipher will disclose the following in accordance with ASC 850, Related Party Disclosures:

• the nature of the relationship(s) involved;

a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements;

the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

The Company has also revised pages 190 and 246 of Submission No. 3 to highlight that, following the Business Combination, Bitfury Top HoldCo will be entitled to appoint a majority of the members of New Cipher Board, and it will have the power to determine the decisions to be taken at New Cipher’s shareholder meetings on matters of New Cipher’s management that require the prior authorization of New Cipher’s shareholders, including in respect of related party transactions, such as the Master Services and Supply Agreement, corporate restructurings and the date of payment of dividends and other capital distributions. Thus, the decisions of Bitfury Top HoldCo as the controlling shareholder of New Cipher on these matters, including its decisions with respect to its or New

Cipher’s performance under the Master Services and Supply Agreement, may be contrary to the expectations or preferences of New Cipher Common Stock holders. We included cross-references to the appropriate risk disclosures on pages 23, 178 and

197 in risk factor “Risk Factors—Additional Risks Relating to Ownership of New Cipher Common Stock Following the Business Combination—Upon completion of the Business Combination, New Cipher will be a “controlled company” within the meaning of Nasdaq listing rules and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies” and section “Certain Relationships and Related

Person Transactions—Cipher’s Related Party Transaction—Master Services and Supply Agreement”.

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We note your response to prior comment 5. Please revise to provide additional context regarding the conclusion that Tyler Page, the Head of Business Development at Bitfury, would be able to make decisions independently of Bitfury. As part of your discussion, include a more detailed timeline regarding when Mr.

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Page became the Chief Executive Officer of Cipher Mining Technologies and when he ceased to have responsibilities at Bitfury. To the extent Mr. Page had additional responsibilities at Bitfury while he was also negotiating with Bitfury, please provide a discussion of the potential conflicts of interest. Finally, clarify whether Cipher Mining Technologies was a wholly owned subsidiary of Bitfury Holding, or the amount of voting control they had of Cipher Mining Technologies while negotiations were taking place.

The Company respectfully acknowledges the Staff’s comment and has revised pages 124 and 201 of Submission No. 3. The added disclosure clarifies that on January 7, 2021, Bitfury Top HoldCo incorporated Cipher and became its sole shareholder. Since 2020, Tyler Page, who served as the Head of Business Development for digital asset infrastructure at Bitfury

Holding, which is also owned by Bitfury Top HoldCo, had been designated to be the CEO of Cipher. While Mr. Page had effectively ceased his duties as the Head of Business Development at Bitfury Holding from Cipher’s inception, Mr.

Rest of the answer

Page remained employed by Bitfury Holding, an entity owned by Cipher’s sole stockholder Bitfury Top HoldCo. Mr. Page ceased all his responsibilities under his contract with Bitfury Holding in March 2021 and, upon the Closing, Mr. Page will terminate his contract with Bitfury Holding. Mr. Page has already signed his employment agreement with Cipher Mining Technologies Inc. (attached as Exhibit 10.26 to Submission No. 3) and, following the Business Combination, he will owe his duties and responsibilities as a Chief Executive Officer and New Cipher’s Director solely to New Cipher.

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We note your response to prior comment 8, specifically with regards to your projected efficiency for ASIC chips and the network hash rate over the next 4 years. Please revise to provide additional support for each projection. With regards to the efficiency, discuss why management believes efficiency will increase at the rate indicated.

Rest of the question

With regards to the network hash rate projection, include a discussion regarding past increases in hash rate, why management believes it will continue to increase at a slower rate, and the impact that higher difficulty and network hash rate would have on revenue. Our Key Strengths, page 174

The Company respectfully acknowledges the Staff’s comment and has revised pages 130 through

132 of Submission No. 3 to provide additional support in the form of historical figures and charts for the projected ASIC chip efficiency estimates and the network hash rate. The Company advises the Staff that the historical figures provided are based on various third-party reports and forecasts for industry growth and market penetration, which were considered in preparation of Cipher’s business model. Read in the reply ↗

We note your response to prior comment 12. We further note that the report you cite, the 3rd Global Cryptoasset Benchmarking Study, indicates that there is significant regional variability in the cost of electricity, including as low as 2.5 cents per kWh in Latin America and the Caribbean.

Rest of the question

Please revise to clarify the average electricity costs Bitfury pays in the markets in which it operates to provide additional context regarding the median electricity price paid by Bitcoin miners.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that Cipher’s management team believes that the comparable cost of electricity for New Cipher should be assessed based on the available data from North America, as it is the region where New Cipher will focus its operations. The Bitcoin blockchain does not provide access to operational data, such as electricity costs, of other mining operations, individually or in aggregate.

Rest of the answer

Thus, in assessing how New Cipher will be positioned on the cost of electricity spectrum, Cipher relies on various available third-party data and sources, including some information publicly available from its industry peers. All this information is subject to a number of variables and assumptions as power contracts are often privately negotiated by the relevant Bitcoin miners and those contracts can contain various special terms and provisions, which ultimately impacts the power prices.

The Company has revised disclosure on page 179 and elsewhere of Submission No. 3, to

(i) clarify that it believes that the average 2.7 cents per KWh that it expects to pay under its power arrangements is a competitive electricity price as compared to the electricity prices that are publicly available for North American operations of other cryptocurrency miners (including those published by the 3rd Global Cryptoasset Benchmarking Study) and (ii) provide an average range of electricity prices (approximately 2.8 c/kWh to approximately 4.5 c/kWh) that has been reported by some of Cipher’s North American peers. As particular power contracts may vary in terms and conditions, the Company believes that providing a general range of electricity prices for Bitcoin mining operations in North America based on the available public information would help the investors to better understand why Cipher believes that its negotiated prices are competitive.

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We note your response to prior comment 13. Please revise to provide your calculations supporting your ability to mine 21,000 Bitcoin in 2025. Also, provide balancing disclosure regarding the limitations on the underlying assumptions that you will be able to mine 21,000 Bitcoin per annum including a discussion of difficulty and hash rate.

Rest of the question

In addition, revise to clarify what proportion of your rewards you expect will come from transaction fees post-halving. Finally, under the Expected Revenue Structure section on page 180 provide a discussion of the past and present average transaction fee per block and how the company expects that to change over time.

The Company respectfully acknowledges the Staff’s comment and has revised page 178 of Submission No. 3 to explicitly outline the following key assumptions underlying the estimate, pertaining to the Bitcoin network and our operations, in particular: (i) the overall hashrate of Bitcoin network reaching approximately 455 EH/s by December 2025, (ii) Bitcoin price being in approximate $50,000 range, (iii) average transaction fees per block of 2.38 Bitcoin by December 2025, (iv) the progress of

Cipher’s planned expansion with approximately 103,000 miners deployed with power consumption of

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approximately 3,250W per miner by 2025, (v) Cipher’s ability to deploy approximately 745MW of electrical power, and (vi) ASIC chip efficiency reaching approximately 10 W/TH in 2025.

The Company advises the Staff that the balancing disclosure with discussion of the difficulty and hash rate has also been expanded on pages 130 and 131 (section “Proposal No. 1—The Business Combination Proposal—Certain Cipher Projected Financial Information.”) with cross-reference to that section being added on page 178.

The Company also revised page 186 to provide an illustrative chart to show what proportion of its revenues Cipher expects will come from transaction fees preand post-halving as well as to discuss the past and present average transaction fee per block and how the company expects that to change over time. Cipher’s management generally expects the average transaction fees to grow at an annual compound growth rate of 3.0%.

The Company advises the Staff that while it generally expects the transaction fees to grow as the overall network usage increases and more Bitcoin is mined, the Company can only provide general estimates regarding the expected portion of transaction fees. As transaction fees are closely related to the movement in the price of Bitcoin, predicting the growth rates of transaction fees is difficult as it is subject to potential volatilities in the price of Bitcoin.

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We note your response to prior comment 14. Please disclose any potential conflict of interest Bitfury may have in terms of providing ASIC miners to Cipher Technologies instead of to their foreign mining operations.

Rest of the question

For example, if Bitfury is able to secure lower cost electricity or government subsidies in a foreign jurisdiction, it may not be commercially reasonable for them to provide discounted miners to the Company.

The Company respectfully acknowledges the Staff’s comment and has revised pages 50 and 51 of Submission No. 3 to add to the risk factor “Our success will, in part, be dependent upon maintaining a successful relationship with Bitfury Top HoldCo under the Master Services and Supply Agreement and, as our controlling shareholder following the Business Combination, .Bitfury Top HoldCo’s decisions on various matters, including its decisions with respect to its or New Cipher’s performance under the Master Services and Supply Agreement, may be contrary to the expectations or preferences of New Cipher

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Common Stock holders” a clarification that (i) the Bitfury Group has its own mining operations and

(ii) there is a risk that Bitfury Top HoldCo may refuse to deliver the equipment or services ordered by New Cipher under the Master Services and Supply Agreement if it perceives that it may deliver those equipment or services on more advantageous economic terms to other third parties or to other companies of the Bitfury Group.

Information About Cipher Bitcoin Mining Technology,

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We note your disclosure that "Bitfury Group does not own or operate any foundries and relies on a foundry partner to manufacture its silicon wafers." Please revise to identify your foundry partner, and if you are substantially dependent upon your foundry partner, file your underlying agreement with such partner as an exhibit pursuant to Item 601(b)(10)(ii) of Regulation S-K.

The Company respectfully acknowledges the Staff’s comment and has revised pages 183 and 184 of Submission No. 3 to clarify that, for its NIVEN chip, Bitfury expects to utilize the manufacturing capacity of up to 10,000 wafers (equivalent to 200MW) per month at a Samsung foundry.

The Company advises the Staff that Cipher does not consider itself to be substantially dependent upon the foundry partner of the Bitfury Group because: (i) Cipher itself is not privy to any foundry arrangements and (ii) Cipher may choose to use chips and miners from producers other than Bitfury and it is not bound to

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rely on Bitfury’s production capacities under the Master Services and Supply Agreement. There are other suppliers who Cipher can and may use for supply of its chips and other equipment, who in turn, can partner with other foundries. Accordingly, the Company is not

“substantially dependent” upon Bitfury’s foundry arrangement.

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We note your disclosure regarding the 5nm NIVEN chip anticipated to be available by the end of 2021. To the extent known, please provide additional detail regarding the expected efficiency of the NIVEN chip in comparison to current generation ASIC chips. In addition, revise to clarify whether any 5nm ASIC chips have been produced or if they are still in the design phase.

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Consider incorporating this into your discussion regarding the expected increases in chip efficiency underlying your projections.

The Company respectfully acknowledges the Staff’s comment and has revised pages 23, 51, 177, 181, 196 and elsewhere of

Submission No. 3. The Company advises the Staff that the 5nm ASIC chips have not yet been produced. However, the process technology for the 5nm ASIC chip and its production is currently being ramped-up at the Samsung foundry. The 5nm ASIC chips are currently finalizing their design phase and entering the testing phase. Their mass production is not expected until the end of 2021.

Rest of the answer

While details of the ASIC chips’ increased efficiency are not yet available, the Company advises the Staff that Cipher’s business model is not built on efficiency ratings of the 5nm ASIC chip, but rather assumes ASIC chip efficiency of 31 Watts per Terahash (W/TH) in 2021E and increasing in new ASIC chip models to 20 W/TH in 2022E, 15W/TH in 2023E,

12W/TH in 2024E and 10 W/TH in 2025E, as set out in the section “Certain Cipher Projected Financial Information.”

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We note your representations in your response to comment 20 and the disclosure on page 183 where you state "Cipher is not obligated to order any equipment or services from Bitfury under the Master Services and Supply Agreement." In light of Bitfury's controlling interest in Cipher such representations appear to lack substance.

Rest of the question

Please advise us and revise your disclosures throughout your filing to clarify Bitfury's ability to exercise control over Cipher. Regarding the Nasdaq corporate governance requirement that a majority of its Board, compensation and nominating and corporate governance committees consist of independent directors, explain to us Bitfury's ability to elect the directors of the New Cipher Board. If Bitfury will cede voting control over New Cipher, this should be made clear in the filing.

The Company respectfully acknowledges the Staff’s comment and has revised pages 51, 189 and 190 and elsewhere of Submission No. 3 to clarify to the investors Bitfury’s and Cipher’s roles under the Master Services and Supply Agreement and the potential risks that New Cipher may face dealing with Bitfury Top HoldCo under this agreement as Bitfury Top HoldCo will not only be a counter-party under the Master Services and Supply Agreement, but will also be a controlling shareholder of New Cipher following the Business Combination.

Rest of the answer

As a controlling shareholder, Bitfury

Top HoldCo will be entitled to appoint a majority of the members of New Cipher Board, and it will have the power to determine the decisions to be taken at New Cipher’s shareholder meetings on matters of New Cipher’s management that require the prior authorization of New Cipher’s shareholders, including in respect of related party transactions, such as the Master Services and Supply Agreement. Thus, the decisions of Bitfury Top HoldCo as the controlling shareholder of New Cipher on these matters, including its decisions with respect to its or New Cipher’s performance under the Master Services and Supply Agreement, may be contrary to the expectations or preferences of New Cipher Common Stock holders.

The Company would highlight to the Staff that despite the current controlling shareholder status of Bitfury Top HoldCo and the risks related to that, Cipher still views the Master Services and Supply Agreement and its related right of first refusal as a valuable arrangement because the Master Services and Supply Agreement is a long-term agreement which itself contains no change of control protections for Bitfury Top HoldCo’s position. During the term of the Master Services and Supply Agreement, it is possible that Bitfury Top HoldCo could decrease or fully dispose of its stake in New Cipher, losing its respective control over the company. In this scenario, the Master Services and Supply Agreement would still be expected to remain in place, allowing New Cipher to order the equipment and services from Bitfury Top HoldCo as it deems appropriate. Furthermore, the Company believes that as a holder of 77.66% of shares in New Cipher, Bitfury Top HoldCo would be expected to be incentivized to support New Cipher because Bitfury’s refusal or failure to perform under the Master Services and Supply Agreement may damage the reputation of Bitfury Top HoldCo and/or have an adverse and negative impact on the price of New Cipher’s publicly traded shares, which will be majority owned by Bitfury Top HoldCo.

The Company highlights that it also revised pages 23 and 24 to indicate in the “Summary of the Proxy Statement/Prospectus” and elsewhere that Bitfury Top HoldCo will beneficially own approximately 77.66% of New Cipher’s common stock with sole voting and sole dispositive power over those shares and, as a result, Bitfury Top HoldCo will have the power to elect all of New

Cipher’s directors and New Cipher will be a “controlled company” under Nasdaq corporate governance standards and may be exempt from certain corporate governance requirements.

In the risk factor “Upon completion of the Business Combination, New Cipher will be a “controlled company” within the meaning of Nasdaq listing rules and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies” and in the section “Controlled Company Status”, the

Company highlights that as a “controlled company”, New Cipher will have the right to elect not to comply with the corporate governance rules of Nasdaq requiring: (i) a majority of independent directors on its board of directors,

(ii) an independent compensation committee and (iii) an independent corporate governance and nominating committee. However, New Cipher and Bitfury Top HoldCo, as its controlling shareholder, have voluntarily elected to comply with the

Nasdaq corporate governance requirement, and that a majority of New Cipher’s Board and its compensation committee as well as corporate governance and nominating committee consist of independent directors. The directors will be selected, nominated and confirmed based on the independence criteria set out by Nasdaq. In the risk factor, “Upon completion of the Business Combination, New Cipher will be a “controlled company” within the meaning of Nasdaq listing rules…”, we highlight however that this may change going forward and should the interests of Bitfury Top HoldCo differ from those of other stockholders, it is possible that the other stockholders might not be afforded such protections as might exist if our board of directors, or such committees, were required to have a majority, or be composed exclusively, of directors who were independent of Bitfury Top HoldCo or New Cipher’s management. We revised Submission No. 3 to add explicit references to this risk factor for investor’s information on pages 23, 95, 96, 178, 184, 190, 246 and 247.

The Company also advises the Staff that Bitfury currently does not plan to cede voting control over New Cipher.

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We note your response to prior comment 18. Please revise to discuss the average percentage that the Company anticipates it will pay to third-party mining pool operators.

The Company respectfully acknowledges the Staff’s comment and has revised page 182 of Submission No. 3 to clarify that an estimated range of the average payments to the third-party mining pool operators would be approximately

0-1.25%. The Company advises the Staff that Cipher is currently in the process of evaluating various options for one or more third–party mining pools operations and has not finalized any agreements yet. Read in the reply ↗

We note your response to prior comment 22. We further note that the Cipher Stockholder is identified as Bitfury Top HoldCo B.V. in the summary. To avoid unnecessary ambiguity, replace all references to the "Cipher Stockholder" with "Bitfury Top HoldCo B.V."

The Company respectfully acknowledges the Staff’s comment and has revised Submission No. 3 by replacing the references to the “Cipher Stockholder” with “Bitfury Top HoldCo” and defining “Bitfury Top HoldCo” as “Bitfury Top HoldCo B.V., the holder of 100% of the shares of Cipher Common Stock prior to the Business Read in the reply ↗

Please identify the natural person or persons who directly or indirectly exercise sole or shared voting and/or dispositive power with respect to the common stock held by the entities identified in the table. Refer to Item 403 of Regulation S-K. Financial Statements - Cipher Mining Technologies Inc.

The Company respectfully acknowledges the Staff’s comment and has revised pages 241 and 242 of Submission

No. 3.

Financial Statements - Cipher Mining Technologies Inc. Note 2. Basis of Presentation, Summary of Significant Accounting Policies and Read in the reply ↗

We note the disclosure provided in response to comment 25. Rather than a generic recitation of ASC 606, please describe your specific policies applicable to each of your revenue earning activities.

The

Company respectfully acknowledges the Staff’s comment and advises the Staff that New Cipher anticipates that it will generate revenue by mining digital currencies and potentially entering into contracts with mining pool operators. The Company has revised pages F-55 through F-57 of Submission No. 3 as follows:

Revenue recognition

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers.

Rest of the answer

The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

Step 1: Identify the contract with the customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when the Company satisfies a performance obligation

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:

Variable consideration

Constraining estimates of variable consideration

The existence of a significant financing component in the contract

Noncash consideration

Consideration payable to a customer

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis.

The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

Digital Asset Mining Services

Providing computing power in digital asset transaction verification services will be an output of the Company’s ordinary activities. The provision of providing such computing power is a performance obligation. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received. The consideration is all variable. There is no significant financing component in these transactions.

Mining Pools

The Company will also enter into digital asset mining pools by executing contracts, as amended from time to time, with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company will be entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which will be recorded as contra-revenue), for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.

Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Consideration is constrained from recognition until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive; at this time, cumulative revenue is longer probable of significant reversal, i.e., associated uncertainty is resolved.

There is no significant financing component in these transactions. There is, however, consideration payable to the customer in the form of a pool operator fee, payable only if the pool is the first to solve the equation; this fee will be deducted from the proceeds received by the Company and will be recorded as contra-revenue, as it does not represent a payment for a distinct good or service as described in ASC 606-10-32-25.

Fair Value of Digital Currencies

Fair value of the cryptocurrency award received will be determined using the quoted price of the related cryptocurrency at the time of receipt.

There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s financial position and results from operations.

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Please expand your policy disclosure to specifically address your revenue recognition policies for the Bitcoin mining hosting agreement with Standard Power and explain them to us. In this regard, please refer to ASC 840-10-15-6 and tell us if your arrangement to provide to Standard Power Bitcoin miners contains a lease.

Rest of the question

Also, address your accounting and reporting policies with respect to the Hosting Fee and the Bitcoin Profits Sharing Fee. Tell us if you will be reporting revenues net of these fees.

The Company advises the Staff that the hosting agreement with Standard

Power is an executory contract pursuant to which Standard Power is providing to Cipher an electric power infrastructure, including containers as necessary for the miners, as well as maintenance services for the containers, facilities and miners. In exchange, Cipher has agreed to pay a Hosting Fee and an Operational Services Fee.

Rest of the answer

The Hosting Fee is comprised of three variable fees: a Base Hosting Fee (fixed amount per MWh utilized by the miners), an Infrastructure Fee (a fixed amount per MWh of

Utilized Energy for the Infrastructure), and a Bitcoin Profits Sharing Fee (a specified portion of Cipher’s Bitcoin Profits). This arrangement will be evaluated under FASB issue ASU 2016-02, Leases, inclusive of amendments (collectively, “ASU 2016-02”), upon its adoption by Cipher on February 1, 2021.

Cipher believes that the Standard Power Hosting Agreement is a lease because it conveys the right to control the use of an identified asset

(electric power infrastructure) to Cipher for a period of time in exchange for consideration. Cipher is the lessee, Standard Power is the lessor. The specialized containers in which Cipher’s miners will be placed and to which Standard Power will provide the electrical power and transmission and connection equipment necessary, will be dedicated solely to Cipher’s computing needs and physically distinct from those of other mining companies. The lease is expected to be an operating lease because none of the criteria for finance lease classification are met. Ownership of the underlying asset (electric power infrastructure) does not transfer by end of the lease term, there is no option to purchase the underlying asset that

Cipher is reasonably certain to exercise, the lease term is not for a major part of the remaining economic life of the underlying asset, the present value of the sum of lease payments is not expected to equal or exceed substantially all the fair value of the underlying asset, and the underlying asset is not considered specialized in nature. Therefore, Cipher will include the following updated “Recent accounting pronouncements issued but not yet adopted” on page F-57 in

Submission No. 3:

Recent accounting pronouncements issued but not yet adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05 issued by FASB, the entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1,

2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements and disclosures. However, the Company believes that the Standard Power Hosting Agreement is a lease because it conveys the right to control the use of an identified asset (electric power infrastructure) to the Company for a period of time in exchange for consideration. Once the Standard Power Hosting Agreement is effective, the Company will record a right of use asset and a corresponding lease liability in accordance with Topic 842.

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Please specifically address, and explain to us, your revenue recognition policies with respect to your activities as a mining pool participant. Identify the customer and disclose your policies with respect to the timing of recognition, any potential difference in valuation as a result of measuring the non-cash consideration received at the inception of the contract versus at confirmation by the pool operator of the

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Company’s share of the bitcoin the pool operator received upon the pool operator’s successful placement of the block, and the treatment of fees payable to the pool operator.

The Company respectfully acknowledges the

Staff’s comment and has revised pages F-55 through F-57 of Submission No. 3 as stated in response to comment 15 above.

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We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at 202-724-6848 or on my mobile at 202-415-8300, or via email at rdemartino@schiffhardin.com, with any questions or comments regarding this correspondence. Read in the reply ↗

Include an additional Q&A quantifying the total dilution that shareholders who elect not to redeem their shares may experience in connection with the business combination. Provide disclosure of the impact of each significant source of dilution, such as the amount of equity held by founders and convertible securities, including warrants retained by redeeming shareholders.

Rest of the question

Your disclosure should illustrate potential dilution to nonredeeming shareholders assuming different magnitudes of redemptions (e.g. minimum, maximum and interim redemption levels). What equity stake will current GWACs shareholders and current Ciphers stockholder, Bitfury Top HoldCo, hold..., page 12

The Company has revised the Amended Registration Statement in response to the Staff’s comment. Please see pages 13 and 14 of the Amended Registration Statement.

What equity stake will current GWACs shareholders and current Ciphers stockholder, Bitfury Top HoldCo, hold..., page 12 Read in the reply ↗

It appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise your disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.

The Company respectfully acknowledges the Staff’s comment and has revised pages 12 and 13 of the Amended Registration

Statement in response to the Staff’s comment. Read in the reply ↗

Please explain to us how a right of first refusal regarding the purchase of chips is a substantive right in light of the ability of Bitfury to control Cipher.

The Company respectfully acknowledges the

Staff’s comment and advises the Staff that in the Amended Registration Statement, we only refer to this provision in the description of the Master Services and Supply Agreement (page 192 of the Amended Registration Statement) as a contractual right, which Cipher can use to purchase chips that Bitfury Top HoldCo makes available to the market in future. We revised the disclosure on page 192 to say that Cipher “can use” this contractual right, instead of “is expecting to benefit from” this right.

Rest of the answer

In a number of key places in the Amended Registration Statement, we also highlight that there is a risk that Bitfury Top HoldCo, as Cipher’s controlling shareholder, may not honor that right and Cipher will have limited recourse against this. See “Risk Factors—Risks Related to GWAC and the Business Combination—Upon the completion of the Business Combination, Bitfury Top HoldCo will be New Cipher’s controlling shareholder and, as such, may be able to control our strategic direction and exert substantial influence over all matters submitted to our stockholders for approval, including the election of directors and amendments of our organizational documents, and an approval right over any acquisition or liquidation of New Cipher.” This may be further exacerbated by the fact that Bitfury Top HoldCo, Cipher’s contractual counterparty under the Master Services and Supply Agreement and Cipher’s controlling shareholder, is a holding company with limited assets, and Cipher may have limited recourse to collect damages in the event of Bitfury Top HoldCo’s default under the Master Services and Supply Agreement. The Company advises the Staff that a new risk factor highlighting that risk was added on page 86 of the Amended Registration Statement “Risk Factors—Risks Related to GWAC and the Business Combination—Bitfury Top HoldCo is our counterparty under the Master Services and

Supply Agreement and is a holding company with limited assets.”

From an accounting perspective, we believe that the fair value of the right of first refusal is zero because even if Cipher decides to purchase any chips from Bitfury Top HoldCo under the Master Services and Supply Agreement, their price is expected to be consistent with the price at which other market participants will purchase such chips.

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Disclose the material risks to unaffiliated investors presented by taking the company public through a merger rather than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement.

The Company respectfully acknowledges the Staff’s comment and has revised page 84 of the

Amended Registration Statement to add a new risk factor “Risk Factors—Risks Related to GWAC and the Business Combination—Because Cipher is not conducting an underwritten offering of its securities, no underwriter has conducted due diligence of Cipher’s business, operations or financial condition or reviewed the disclosure in this proxy statement/prospectus.” Read in the reply ↗

Please highlight material differences in the terms and price of securities issued at the time of the IPO as compared to private placements contemplated at the time of the business combination. Disclose if the SPAC’s sponsors, directors, officers or their affiliates will participate in the private placement.

Rest of the question

We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting, page 79

The Company respectfully acknowledges the Staff’s comment and has revised pages 8 and 28 of the Amended Registration

Statement.

We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting, page 79 Read in the reply ↗

Please update the disclosure to include the most recent restatement for the Public warrants. The Sponsor and some of GWAC's directors and executive officers have interests in the Business Combination..., page 81

The Company has revised the Amended Registration Statement in response to the Staff’s comment.

Please see page 79 of the Amended Registration Statement.

The Sponsor and some of GWAC’s directors and executive officers have interests in the Business Combination..., page 81 Read in the reply ↗

Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement.

Rest of the question

Provide similar disclosure for the company’s officers and directors, if material

The Company respectfully acknowledges the Staff’s comment and has revised pages 81 and 82 of the Amended Registration

Statement. The Company hereby informs the Staff that no loans have been extended by the Sponsor and its affiliates, no fees are due to the Sponsor and its affiliates other than the $7,650,000 in deferred underwriting fees payable to I-Bankers in the event that the Business Combination is consummated (which has been disclosed), and that there are no out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement.

Rest of the answer

Cipher’s officers and directors have no such reimbursement.

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We note that certain shareholders agreed to waive their redemption rights. Please describe any consideration provided in exchange for this agreement.

The Company respectfully acknowledges the Staff’s comment and has revised page 105 of the Amended Registration Statement to clarify that no such shareholders received consideration to waive their respective redemption rights. Read in the reply ↗

We note that you expect transaction fees to account for 40% of your revenue, and provide 2.38 Bitcoin per block in 2025. We further note that your disclosure addresses the average transaction fees in dollars during the previous peaks in Bitcoin value and transactions.

Rest of the question

Please revise to include additional disclosure regarding the total Bitcoin per block that came from transaction fees during the peaks, and why management believes it will reach 2.38 Bitcoin per block in 2025.

The Company respectfully acknowledges the Staff’s comment and has revised pages 132, 187 and 188 of the Amended

Registration Statement. Read in the reply ↗

We note in the description of the Bitfury Subscription Agreement on pages 121 and 149 that Bitfury Top HoldCo agreed to subscribe for and purchase 5 million shares of New Cipher common stock for a benefit-in-kind commitment of $50 million as payment.

Rest of the question

We also note on page 187 that Standard Power shall provide the hosting capacity, housing and equipment for Miners and is responsible for proper installation and the costs of work for hosting the Miners and proper care and maintenance of the Miners, the facilities and the containers in which the Miners are installed, purchasing the containers from Bitfury Top HoldCo's affiliate or another supplier. We also note on page F-57 that you believe the Standard Hosting Agreement is a lease. Based on this disclosure, it is unclear exactly what equipment and services will be covered under the Bitfury Subscription Agreement, since Standard Power is the purchaser of equipment and services. Please expand the disclosure to clarify what equipment and services are expected to be purchased by New Cipher that would qualify for the 25% discount pursuant to the Bitfury Subscription Agreement.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that:

•

With respect to the Bitfury Subscription Agreement, the parties have agreed to change its terms. In exchange for

5 million shares of New Cipher common stock, Bitfury Top HoldCo will make a $50 million cash payment, which will be paid at Closing in the form of cash and/or forgiveness of outstanding indebtedness owed by Cipher to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo), instead of a 25% benefit-in-kind discount under the Master Services and Supply Agreement.

Rest of the answer

This is reflected in the amended and restated Bitfury Subscription Agreement, attached as Exhibit 10.4 to the Amended Registration Statement. The Company revised pages 1, 28, 124, 113 and elsewhere to reflect this.

The Master Services and Supply Agreement has been amended to: (i) remove the provision stating that Bitfury

Top HoldCo will be an exclusive provider to Cipher of the services listed in the schedule attached thereto and in respect of all of New Cipher’s planned initial physical locations, (ii) remove the right of first refusal of Bitfury Top

HoldCo on the provision of such services to any further U.S. locations established by Cipher and (iii) remove the provision on 25% benefit-in-kind discount under the Master Services and Supply Agreement (as discussed above).

The Company revised pages 192, 193 and elsewhere of the Amended Registration Statement to reflect this change and the amended and restated Form of Master Services and Supply Agreement is attached as Annex I to the Amended Registration Statement. The Company advises the Staff that, with those changes, Cipher is under no obligation to order any equipment or services under the Master Services and Supply Agreement. It is possible that no equipment or services will be provided under the Master Services and Supply Agreement, including with respect to the Standard Power Hosting

Agreement. Furthermore, the Standard Power Hosting Agreement is not exclusive and, as described in “Information about Cipher—Material Agreements—Power Arrangements and Hosting Arrangements” on pages 189 and 190, it is only meant to cover the electric power infrastructure and hosting of Cipher’s Bitcoin mining equipment at the three facilities in Ohio. As outlined in “Information about Cipher—Our Planned Cryptocurrency Operations—Operational

Buildout Timeline” on pages 183, 184 and elsewhere, as part of its initial buildout phase, Cipher aims to complete the first initial buildout phase of its operations across at least four cities in the United States (three in Texas and one in Ohio) by the end of 2022.

We would also advise the Staff that none of the Power Arrangements and Hosting

Arrangements are considered to be agreements with related parties.

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We note in the description of the Bitfury Subscription Agreement on pages 121 and 149 Cipher common stock for a benefit-in-kind commitment of $50 million as payment. Please expand the disclosure in Note (3) on page 216 to detail the accounting treatment afforded to the Bitfury Private Placement, including how you determined that reflecting the $50 million as a Prepaid Services asset is within the scope of ASC

Rest of the question

340-1005 rather than analogous to guidance in ASC 505-10-50, which precludes asset classification and requires a deduction from equity instead. Please address the risk factor on page 51 that summarizes what you will do in the event Bitfury is unable to perform its obligations under the agreement and the uncertainty regarding recoverability such risks pose to you in your response.

The Company respectfully acknowledges the

Staff’s comment and advises the Staff that:

The Bitfury Subscription Agreement (attached as Exhibit 10.4 to the Amended Registration

Statement) was amended and restated on July 8, 2021, to amend the consideration for 5 million shares of New Cipher common stock from a 25% benefit-in-kind discount under the Master Services and Supply Agreement to a $50 million cash payment which will be paid at Closing in the form of cash and/or forgiveness of outstanding indebtedness owed by Cipher to Bitfury Top HoldCo (or an affiliate of

Bitfury Top HoldCo).

Rest of the answer

The Company revised pages 1, 28, 124, 113 and elsewhere to reflect this.

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Please disclose the sponsor and its affiliates’ total potential ownership interest in the combined company, assuming exercise and conversion of all securities.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that none of the Sponsor or any of its affiliates own any options, warrants or convertible securities. Read in the reply ↗

We note on page 51 that "if Bitfury Top HoldCo is unable or refuses or fails to perform its obligations under the Master Services and Supply Agreement, whether due to certain economic or market conditions, bankruptcy, insolvency, lack of liquidity, operational failure, fraud, or for any other reason, it will have a material adverse effect on our business..." We also note in the description of the Master Services and

Rest of the question

Supply Agreement on page 246 that Bitfury Top HoldCo is required to use commercially reasonable efforts to manufacture (or procure the manufacture by its suppliers and/or subcontractors) and therefore, New Cipher may or may not be able to utilize their discount in future periods. Please provide an audited balance sheet of Bitfury pursuant to Rule 3-13 of Regulation S-X to support the liquidity of Bitfury and its ability to perform under the Master Services and Supply Agreement. Financial Statements - Good Works Acquisition Corp.

The Company respectfully acknowledges the Staff’s comment and has revised pages 85, 97, 179, 192, 193, 250 and elsewhere in the Amended Registration Statement to clarify:

Cipher is a recently established, emerging technology company that plans to operate in the Bitcoin mining ecosystem in the United States and capitalize on the growing demand and expanding market for cryptocurrencies.

While Cipher has been established and initially resourced by the Bitfury Group, which operates in the same industry as Cipher, and while Cipher is controlled by (and, following the Business Combination,

Rest of the answer

expects in the foreseeable future to continue being controlled by) Bitfury Top HoldCo, it is a new stand-alone, U.S.-based cryptocurrency mining business, specializing in Bitcoin.

New Cipher will not be obligated to order any equipment or services from Bitfury Top HoldCo under the Master

Services and Supply Agreement or otherwise.

If New Cipher decides to order any equipment or services from Bitfury Top HoldCo under the Master Services and

Supply Agreement, it would be subject to certain risks as the Master Services and Supply Agreement is a related party agreement and an agreement with a controlling shareholder, which has been highlighted throughout the Amended Registration

Statement (for example in “Risk Factors—Risks Related to GWAC and the Business Combination—Upon the completion of the Business Combination, Bitfury Top HoldCo will be New Cipher’s controlling shareholder and, as such, may be able to control our strategic direction and exert substantial influence over all matters submitted to our stockholders for approval, including the election of directors and amendments of our organizational documents, and an approval right over any acquisition or liquidation of New Cipher” and “Risk Factors—Risks Related to GWAC and the Business Combination—Bitfury Top HoldCo is our counterparty under the Master Services and Supply Agreement and is a holding company with limited assets”).

The terms of the Bitfury Subscription Agreement have been changed: The Bitfury Subscription Agreement (attached as Exhibit 10.4 to the Amended Registration Statement) was amended and restated on July 8, 2021, to amend the consideration for 5 million shares of New Cipher common stock from a 25% benefit-in-kind discount under the Master Services and Supply Agreement to a $50 million cash payment which will be paid at Closing in the form of cash and/or forgiveness of outstanding indebtedness owed by Cipher to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo). The Company revised pages 1, 28, 124, 113 and elsewhere to reflect this.

In addition to the foregoing changes to the disclosure, the Company would respectfully ask that the Staff consider the following explanatory points:

In our response letter dated May 14, 2021 in connection with Submission No. 2, we addressed a similar request from the Staff to provide the financial statements for Bitfury by stating, in part, that we are very concerned that providing the financial statements for Bitfury may be misleading to investors and cause undue reliance or unfounded expectations. For the reasons set forth herein and as described previously, we remain of this view. Indeed, given the recent changes in respect to the Bitfury Subscription Agreement and the MSSA, we are even more strongly convinced of this view;

We believe that our strategy, our business model and our deployment plans make it clear that following closing,

Cipher does not intend, nor does it expect, to rely on the financial resources of Bitfury in order to execute its deployment plans and pursue its business goals; and

Finally, we would ask that the Staff consider that our situation is analogous to hundreds of other start-up, pre-revenue and pre-net income businesses that have strong financial, industrial, individual or private equity sponsors, and have successfully sought registration and a public listing without being required to provide the financial statements of their controlling shareholders or sponsors, even as many of them go to great lengths to tout the benefits of and reliance on their sponsors and creators. In the rare instances when Rule 3-13 was deployed to require the financial statements of a controlling shareholder, guarantor or sponsor, we believe that the financial position of that entity was obviously critical to an investor’s understanding of the investment because the future public company itself was not financially independent and was unable to operate, or likely even exist, without the support of its sponsor. As set forth above, this is not our case and the disclosure reflects our position and our lack of reliance on Bitfury accordingly.

Given the facts above, we do not believe that the financial statements of Bitfury Top HoldCo or any other entity of the Bitfury Group are relevant to an investor’s understanding of Cipher, New Cipher or the Business Combination and may be misleading if they appear in the Amended Registration Statement.

Financial Statements - Good Works Acquisition Corp.

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Refer to your discussion of the binding definitive framework agreement dated June 10, 2021 on pages 188 and 189. Please expand the disclosure of the joint venture to include the additional terms and details in the agreement, including your responsibilities and how the development fees and revenues will be allocated to venture partners. Please also describe your accounting policy for the joint venture.

The Company respectfully acknowledges the

Staff’s comment and advises the staff that the definitive framework agreement dated June 10, 2021 was entered into by Cipher and WindHQ LLC to provide for the construction, build-out, deployment and operation of the Data Centers in the United States for Cipher.

Rest of the answer

The Company was not a party to this agreement or to any other power and hosting arrangements described on pages 188 through 192.

The requested disclosure was added to “Note 5—Commitments and Contingencies—Power and hosting arrangements” of Cipher’s unaudited interim financial statements as of April 30, 2021 and for the three months ended April 30, 2021 provided on pages F-59 through F-62.

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Please expand the disclosure of the discount of the service fees to clarify the accounting treatment to be afforded to the benefit-in-kind commitment.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that there is no longer a benefit-in-kind commitment to be recorded because, as mentioned above, the terms of the Bitfury Subscription Agreement have been changed: from a 25% benefit-in-kind discount under the Master Services and Supply Agreement to a $50 million cash payment which will be paid at Closing in the form of cash and/or forgiveness of outstanding indebtedness owed by Cipher to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo). Read in the reply ↗

Please update the financial statements and other financial information in the filing for New Cipher to include the interim period ended March 31, 2021. Please refer to the guidance in Rule 8-08 of Regulation S-X.

The Company respectfully acknowledges the Staff’s comment and has revised pages 42, 43,

F-1 and elsewhere of the Amended Registration Statement to reflect Cipher’s unaudited interim financial statements as of April 30, 2021 and for the three months ended April 30, 2021. Read in the reply ↗

We note your expanded disclosure for revenue recognition for digital asset mining services and mining pools. Please expand the disclosure to clarify how your performance obligations are impacted by the obligations by Standard Power on page 187 that states that Standard Power will provide hosting capacity, housing and equipment for Miners and is responsible for proper installation and the costs of work for hosting

Rest of the question

the Miners and proper care and maintenance of the Miners, facilities and the containers in which the Miners are installed, purchasing the containers, etc. Please expand MD&A on pages 199 and 200 accordingly.

The Company respectfully acknowledges the Staff’s comment and has revised pages 201, F-56, F-57 and elsewhere of the Amended Registration Statement. Read in the reply ↗

We note that the consideration you will receive for revenue is non-cash consideration. Please expand your accounting policy disclosure to include your accounting policy for indefinite-lived intangible assets, including impairments, in that the fair value at the time of the impairment will result in a new cost basis that will not be adjusted upward for any subsequent increase in fair value.

The Company respectfully acknowledges the Staff’s comment and has revised pages 201-202,

F-55 and F-57 of the Amended Registration Statement to add the following:

Cryptocurrencies

Cryptocurrencies, (including bitcoin) will be included in current assets in the balance sheets. Cryptocurrencies purchased will be recorded at cost and cryptocurrencies awarded to the Company through its mining activities will be accounted for in connection with the Company’s revenue recognition policy disclosed above.

Cryptocurrencies will be accounted for as intangible assets with indefinite useful lives.

Rest of the answer

An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the

Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.

Purchases of cryptocurrencies by the Company will be included within investing activities in the statements of cash flows, while cryptocurrencies awarded to the Company through its mining activities will be included as a non-cash adjustment within operating activities on the statements of cash flows. The sales of cryptocurrencies will be included within investing activities in statements of cash flows and any realized gains or losses from such sales will be included in other income (expense) in the statements of operations. The Company will account for its gains or losses in accordance with the first in first out

(“FIFO”) method of accounting.

Impairment of long-lived assets

Management will review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used will be measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized will be measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

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Please expand the disclosure to address the specific assets included in the "electric power infrastructure" to be consistent with the description of the Standard Power agreement described on page 187.

The Company respectfully acknowledges the Staff’s comment and has revised pages

F-61 of the Amended Registration Statement. Read in the reply ↗

Refer to your discussion of the binding definitive framework agreement dated June 10,

The Company respectfully acknowledges the

Staff’s comment and has revised pages F-61 and F-62 of the Amended Registration Statement to expand the requested disclosure in “Note 5—Commitments and

Contingencies—Power and hosting arrangements” of Cipher’s unaudited interim financial statements as of April 30, 2021 and for the three months ended April 30, 2021. Read in the reply ↗

Please expand the disclosure of the benefit-in-kind commitment to clarify the accounting treatment.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that there is no longer a benefit-in-kind commitment to be recorded because, as mentioned above, the terms of the Bitfury Subscription Agreement have been changed. The Bitfury Subscription Agreement

(attached as Exhibit 10.4 to the Amended Registration Statement) was amended and restated on July 8, 2021, to amend the consideration for 5 million shares of New Cipher common stock from a 25% benefit-in-kind discount under the Master Services and Supply Agreement to a $50 million cash payment which will be paid at

Rest of the answer

Closing in the form of cash and/or forgiveness of outstanding indebtedness owed by Cipher to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo). The Company revised pages 1, 28, 124, 113 and elsewhere to reflect this.

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We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at 202-724-6848 or on my mobile at 202-415-8300, or via email at rdemartino@schiffhardin.com, with any questions or comments regarding this correspondence.

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Prominently caution investors that although the Company's Sponsor, Bitfury, has extensive resources and experience in cryptomining, its business and financial resources are completely independent of the Company, a start-up endeavor with no prior operating history.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page ii of the cover page of the Amended Registration Statement in response to the Staff’s comment.

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We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at 202-724-6848 or on my mobile at 202-415-8300, or via email at rdemartino@schiffhardin.com, with any questions or comments regarding this correspondence. Read in the reply ↗