Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 04, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Entity File Number | 001-39625 | ||
Entity Registrant Name | Cipher Mining Inc. | ||
Entity Central Index Key | 0001819989 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-1614529 | ||
Entity Address, Address Line One | 1 Vanderbilt Avenue, Floor 54, | ||
Entity Address, Address Line Two | Suite C | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10017 | ||
City Area Code | 332 | ||
Local Phone Number | 262-2300 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | CIFR | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 123.8 | ||
Entity Common Stock, Shares Outstanding | 296,493,433 | ||
Documents Incorporated by Reference [Text Block] | DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s definitive Proxy Statement relating to its 2024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated herein by reference in Part III of this Annual Report on Form 10-K where indicated | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | San Francisco, CA | ||
Warrants | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share | ||
Trading Symbol | CIFRW | ||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 86,105 | $ 11,927 |
Prepaid expenses and other current assets | 3,670 | 7,254 |
Bitcoin | 32,978 | 6,283 |
Derivative asset | 31,878 | 21,071 |
Total current assets | 155,498 | 47,735 |
Property and equipment, net | 243,815 | 191,188 |
Deposits on equipment | 30,812 | 73,018 |
Intangible assets, net | 8,109 | 596 |
Investment in equity investees | 35,258 | 37,478 |
Derivative asset | 61,713 | 45,631 |
Operating lease right-of-use asset | 7,077 | 5,087 |
Security deposits | 23,855 | 17,730 |
Total assets | 566,137 | 418,463 |
Current liabilities | ||
Accrued expenses and other current liabilities | 22,439 | 19,353 |
Finance lease liability, current portion | 3,404 | 2,567 |
Operating lease liability, current portion | 1,166 | 1,030 |
Warrant liability | 250 | 7 |
Total current liabilities | 33,793 | 40,326 |
Asset retirement obligation | 18,394 | 16,682 |
Finance lease liability | 11,128 | 12,229 |
Operating lease liability | 6,280 | 4,494 |
Deferred tax liability | 5,206 | 1,840 |
Total liabilities | 74,801 | 75,571 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of December 31, 2023 and December 31,2022 | 0 | 0 |
Common stock, $0.001 par value, 500,000,000 shares authorized, 296,276,536 and 251,095,305 shares issued as of December 31, 2023 and December 31, 2022, respectively, and 290,957,862 and 247,551,958 shares outstanding as of December 31, 2023, and December 31, 2022, respectively | 296 | 251 |
Additional paid-in capital | 627,822 | 453,854 |
Accumulated deficit | (136,777) | (111,209) |
Treasury stock, at par, 5,318,674 and 3,543,347 shares at December 31, 2023 and December 31, 2022, respectively | (5) | (4) |
Total stockholders' equity | 491,336 | 342,892 |
Total liabilities and stockholders' equity | 566,137 | 418,463 |
Nonrelated Party | ||
Current assets | ||
Accounts receivable | 622 | 98 |
Current liabilities | ||
Accounts payable | 4,980 | 14,286 |
Related party | ||
Current assets | ||
Accounts receivable | 245 | 1,102 |
Current liabilities | ||
Accounts payable | $ 1,554 | $ 3,083 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 296,276,536 | 251,095,305 |
Common stock, shares outstanding | 290,957,862 | 247,551,958 |
Treasury stock, shares | 5,318,674 | 3,543,347 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue - bitcoin mining | $ 126,842 | $ 3,037 |
Costs and operating expenses (income) | ||
Cost of revenue | 50,309 | 748 |
General and administrative | 85,195 | 70,836 |
Depreciation and amortization | 59,093 | 4,378 |
Change in fair value of derivative asset | (26,836) | (73,479) |
Power sales | (9,941) | (458) |
Equity in losses of equity investees | 2,530 | 36,972 |
Gains on fair value of bitcoin | (11,038) | (6) |
Impairment of bitcoin | 1,467 | |
Other gains | (2,355) | |
Total costs and operating expenses (income) | 146,957 | 40,458 |
Operating loss | (20,115) | (37,421) |
Other income (expense) | ||
Interest income | 164 | 215 |
Interest expense | (1,999) | (137) |
Change in fair value of warrant liability | (243) | 130 |
Other expense | (17) | |
Total other (expense) income | (2,095) | 208 |
Loss before taxes | (22,210) | (37,213) |
Current income tax expense | (201) | 0 |
Deferred income tax expense | (3,366) | (1,840) |
Total income tax expense | (3,567) | (1,840) |
Net loss | $ (25,777) | $ (39,053) |
Net loss per share - basic | $ (0.1) | $ (0.16) |
Net loss per share - diluted | $ (0.1) | $ (0.16) |
Weighted average shares outstanding - basic | 252,439,461 | 248,227,458 |
Weighted average shares outstanding - diluted | 252,439,461 | 248,227,458 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Black Pearl | Common Stock | Common Stock Black Pearl | Additional Paid-in Capital | Additional Paid-in Capital Black Pearl | Accumulated Deficit | Treasury Stock |
Beginning balance at Dec. 31, 2021 | $ 353,531,000 | $ 252,000 | $ 425,438,000 | $ (72,156,000) | $ (3,000) | |||
Beginning balance, Shares at Dec. 31, 2021 | 252,131,679 | (2,852,259) | ||||||
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement | (3,090,000) | $ 2,000 | (3,091,000) | $ (1,000) | ||||
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement, Shares | 1,853,779 | (691,088) | ||||||
Share-based compensation | 41,504,000 | 41,504,000 | ||||||
Warrants exercised, Shares | 20 | |||||||
Common stock cancelled | (10,000,000) | $ (3,000) | (9,997,000) | |||||
Common stock cancelled, Shares | (2,890,173) | |||||||
Net loss | (39,053,000) | (39,053,000) | ||||||
Ending balance at Dec. 31, 2022 | 342,892,000 | $ 251,000 | 453,854,000 | (111,209,000) | $ (4,000) | |||
Ending balance (ASU 2023-08) at Dec. 31, 2022 | $ 209,000 | 209,000 | ||||||
Ending balance, Shares at Dec. 31, 2022 | 251,095,305 | 251,095,305 | (3,543,347) | |||||
Issuance of common shares, Shares | 37,433,923 | 2,397,424 | ||||||
Issuance of common shares | $ 132,443,000 | $ 7,000,000 | $ 37 | $ 2,000 | 132,406,000 | $ 6,998,000 | ||
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement | (3,902,000) | $ 5,000 | (3,906,000) | $ (1,000) | ||||
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement, Shares | 4,942,906 | (1,775,327) | ||||||
Share-based compensation | 38,471,000 | $ 1,000 | 38,470,000 | |||||
Share-based compensation, Shares | 406,978 | |||||||
Net loss | (25,777,000) | (25,777,000) | ||||||
Ending balance at Dec. 31, 2023 | $ 491,336,000 | $ 296,000 | $ 627,822,000 | $ (136,777,000) | $ (5,000) | |||
Ending balance, Shares at Dec. 31, 2023 | 296,276,536 | 296,276,536 | (5,318,674) |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (25,777) | $ (39,053) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 58,972 | 4,378 |
Amortization of intangible assets | 121 | |
Amortization of operating right-of-use asset | 822 | 772 |
Share-based compensation | 38,470 | 41,504 |
Equity in losses of equity investees | 2,530 | 36,972 |
Impairment of bitcoin | 1,467 | |
Non-cash lease expense | 1,940 | 137 |
Deferred income taxes | 3,366 | 1,840 |
Bitcoin received as payment for services | (126,319) | (2,939) |
Change in fair value of derivative asset | (26,836) | (73,479) |
Change in fair value of warrant liability | 243 | (130) |
Gains on fair value of bitcoin | (11,038) | (6) |
Changes in assets and liabilities: | ||
Accounts receivable | (524) | (98) |
Receivables, related party | (1,203) | (1,102) |
Prepaid expenses and other current assets | 3,531 | 6,433 |
Security deposits | (6,125) | (7,378) |
Accounts payable | (9,306) | 892 |
Accounts payable, related party | (1,529) | 1,530 |
Accrued expenses and other current liabilities | 5,311 | 748 |
Lease liabilities | (890) | (203) |
Proceeds from power sales | 1,721 | |
Proceeds from reduction of scheduled power | 5,056 | |
Proceeds from sale of Bitcoin | 23 | |
Net cash used in operating activities | (94,241) | (20,915) |
Cash flows from investing activities | ||
Proceeds from sale of bitcoin | 111,188 | |
Deposits on equipment | (33,906) | (188,103) |
Purchases of property and equipment | (20,480) | (39,219) |
Purchases and development of software | (634) | (596) |
Capital distributions from equity investees | 3,808 | 54,009 |
Investment in equity investees | (3,545) | |
Prepayments on financing lease | (3,676) | |
Net cash provided by (used in) investing activities | 52,755 | (173,909) |
Cash flows from financing activities | ||
Proceeds from the issuance of common stock | 135,848 | |
Offering costs paid for the issuance of common stock | (3,404) | |
Repurchase of common shares to pay employee withholding taxes | (3,902) | (3,090) |
Principal payments on financing lease | (12,878) | |
Net cash provided by (used in) financing activities | 115,664 | (3,090) |
Net increase (decrease) in cash and cash equivalents | 74,178 | (197,914) |
Cash and cash equivalents, beginning of the period | 11,927 | 209,841 |
Cash and cash equivalents, end of the period | 86,105 | 11,927 |
Supplemental disclosure of noncash investing and financing activities | ||
Reclassification of deposits on equipment to property and equipment | 74,186 | 105,904 |
Right-of-use asset obtained in exchange for finance lease liability | 14,212 | 14,998 |
Issuance of common stock in exchange for intangible assets | 7,000 | |
Right-of-use asset obtained in exchange for operating lease liability | 2,812 | 5,859 |
Reclassification of receivables, related party to investment in equity investees | 2,060 | |
Equity method investment acquired for non-cash consideration | 1,926 | 127,796 |
Sales tax accrual on machine purchases | 1,209 | |
Bitcoin received from equity investees | $ 317 | 4,828 |
Common stock cancelled | 10,000 | |
Property and equipment purchases in accounts payable, accounts payable, related party and accrued expenses | 13,994 | |
Investment in equity investees in accrued expenses | 5,316 | |
Deposits on equipment in accounts payable, accounts payable, related party and accrued expenses | 13,403 | |
Initial estimate of asset retirement obligation and related capitalized costs | 16,509 | |
Reclassification of deferred investment costs to investment in equity investees | 174 | |
Finance lease cost in accrued expenses | 339 | |
Prepaid rent reclassified to operating lease liability | $ 132 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (25,777) | $ (39,053) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | NOTE 1. ORGANIZATI ON AND BUSINESS Organization On August 27, 2021 (the “Closing Date”), Good Works Acquisition Corp. (“GWAC”), a special purpose acquisition company, consummated the Agreement and Plan of Merger dated as of March 4, 2021 (the “Merger Agreement”), by and among GWAC, Currency Merger Sub, Inc. (“Merger Sub”), a wholly-owned direct subsidiary of GWAC, and Cipher Mining Technologies Inc. (“CMTI”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into CMTI, the separate corporate existence of Merger Sub ceasing and CMTI being the surviving corporation and a wholly-owned subsidiary of GWAC (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). Following the Business Combination, the combined company was named Cipher Mining Inc. (“Cipher” or the “Company”). The Company comprises all of GWAC’s and CMTI’s operations. Upon the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 510,000,000 shares, $ 0.001 par value per share, of which, 500,000,000 shares are designated as Common Stock and 10,000,000 shares are designated as preferred stock (“Preferred Stock”). The holder of each share of Common Stock is entitled to one vote . In connection with the execution of the Merger Agreement, GWAC also entered into: (i) subscription agreements to sell to certain investors (the “PIPE Investors”), an aggregate of 32,235,000 shares of Common Stock, immediately following the Closing, for a purchase price of $ 10.00 per share and aggregate gross proceeds of $ 322.4 million (the “PIPE Financing”) and (ii) a subscription agreement with Bitfury Top HoldCo to sell to Bitfury Top HoldCo (or an affiliate of Bitfury Top HoldCo) an aggregate of 6,000,000 shares of Common Stock following the Closing, for a purchase price of $ 10.00 per share and Bitfury Top HoldCo’s payment in cash and/or forgiveness of outstanding indebtedness for aggregate gross proceeds of $ 60.0 million (the “Bitfury Private Placement”). At Closing, each share of CMTI common stock was canceled and converted into the right to receive 400,000 shares (the “Exchange Ratio”) of Common Stock, $ 0.001 par value per share resulting in 200,000,000 shares of Common Stock to be immediately issued and outstanding to Bitfury Top HoldCo (in addition to 8,146,119 shares of Common Stock held by GWAC), 32,235,000 shares of Common Stock held by the PIPE Investors and 6,000,000 shares of Common Stock received by Bitfury Holding under the Bitfury Private Placement, based on the following events contemplated by the Merger Agreement: • the cancellation of each issued and outstanding share of CMTI common stock; and • the conversion into the right to receive a number of shares of Common Stock based upon the Exchange Ratio. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in stockholders’ equity (deficit) for the eleven months ended December 31, 2021 (in thousands): Recapitalization Cash - GWAC trust and cash, net of redemptions $ 43,197 Cash - PIPE Financing 322,350 Cash, subscription receivable and/or debt forgiveness - Bitfury Private Placement 60,000 Add: Non-cash net assets assumed from GWAC 433 Less: Fair value of private warrants ( 261 ) Less: Transaction costs and advisory fees allocated to equity ( 40,552 ) Net Business Combination 385,167 Less: Non-cash net assets assumed from GWAC ( 433 ) Less: Transaction costs and advisory fees allocated to warrants ( 102 ) Add: Fair value of private warrants 261 Net cash contributions from Business Combination $ 384,893 The Company recorded transaction costs and advisory fees allocated to the Private Placement Warrants as a component of change in fair value of warrant liability in the consolidated statement of operations. The number of shares of Common Stock issued immediately following the consummation of the Business Combination was as follows: Common stock of GWAC, net of redemptions 4,345,619 GWAC founder shares 3,572,500 GWAC private placement shares 228,000 Shares issued in PIPE Financing 32,235,000 Shares issued in the Bitfury Private Placement 6,000,000 Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock 46,381,119 Cipher common shares issued in Business Combination (1) 200,000,000 Shares outstanding 246,381,119 (1) The number of CMTI common shares outstanding immediately prior to the Business Combination was 500 shares converted at the Exchange Ratio. On December 15, 2022, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, since the Company’s common stock (“Common Stock”) had closed below Nasdaq’s $ 1.00 per share minimum bid price requirement for 30 consecutive days, the Company was no longer in compliance with Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”) for continued listing. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had a period of 180 calendar days, or until June 13, 2023 (the “Compliance Date”), to regain compliance with the Minimum Bid Price Requirement. If at any time before the Compliance Date the bid price for the Common Stock closed at $ 1.00 per share or more for a minimum of 10 consecutive business days (unless Nasdaq exercised its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)), Nasdaq would provide written notification to the Company that it had regained compliance with the Minimum Bid Price Requirement. The Company received written notification from Nasdaq that it had regained compliance on February 3, 2023. Business CMTI was established on January 7, 2021, in Delaware, by Bitfury Top Holdco B.V. and its subsidiaries (“Bitfury Top Holdco” and, with its subsidiaries, the “Bitfury Group”). Bitfury Top HoldCo (together with Bitfury Holding B.V., a subsidiary of Bitfury Top HoldCo, and referred to herein as “Bitfury Holding”) beneficially owned approximately 66.0 % of the Company’s Common Stock as of December 31, 2023, with sole voting and sole dispositive power over those shares and, as a result, Bitfury Top HoldCo had control of the Company as defined in Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”). The Company is an emerging technology company that develops and operates industrial scale bitcoin mining data centers. The Company operates or jointly operates four bitcoin mining data centers in Texas including one wholly-owned data center and three partially-owned data centers that were acquired through investments in joint ventures. Bitcoin mining is the Company’s principal revenue generating business activity. The Company began deployment of capacity in the first quarter of 2022, with mining operations beginning at the partially-owned Alborz facility in February 2022 (the “Alborz Facility”). In August 2022, installation of the last mining rigs delivered to the Alborz Facility was completed. In October 2022, installation at the partially-owned Bear facility (the “Bear Facility”) and the partially-owned Chief facility (the “Chief Facility”) was also completed. In November 2022, the Company began bitcoin mining operations at the wholly-owned Odessa facility (the “Odessa Facility”) and is continuing to expand those operations. In December 2023, the Company announced the acquisition of a site for a new wholly-owned data center in Winkler County, Texas, the “Black Pearl Facility”, which is expected to commence operations in 2025. Risks and uncertainties Liquidity, capital resources and limited business history The Company has historically experienced net losses and negative cash flows from operations. As of December 31, 2023, the Company had approximate balances of cash and cash equivalents of $ 86.1 million , working capital of $ 121.7 million , total stockholders’ equity of $ 491.3 million and an accumulated deficit of $ 136.8 million . For fiscal years ended December 31, 2022 and 2021, the Company, in large part, relied on proceeds from the consummation of the Business Combination to fund its operations. During the years ended December 31, 2023 and December 31, 2022, the Company paid $ 33.9 million and $ 188.1 million , respectively, of deposits for miners and mining equipment. As of December 31, 2023 , the Company had contributed equipment with a total cost of $ 127.8 million related to its contributions of miners and other mining equipment to the Alborz Facility, Bear Facility, and Chief Facility. The deposits for the contributed equipment were reclassified to investment in equity investees on the Company’s consolidated balance sheet, with the exception of losses totaling $ 33.4 million that were recognized by the Company in relation to miners contributed between June 2022 and October 2022 that had fair values at the time of the contributions that were less than the costs paid by the Company to obtain them. These losses were recognized in equity in losses of equity investees on the consolidated statement of operations during the year ended December 31, 2022. The Company also reclassified $ 74.2 million of deposits on equipment to property and equipment during the year ended December 31, 2023 in connection with the receipt of miners at the Odessa Facility. As of December 31, 2023, the Company had $ 30.8 million of deposits on equipment on its consolidated balance sheet, primarily for deposits on miners. The Company currently has $ 98.8 million in commitments associated with purchase commitments for miners and, the Company expects to incur ongoing capital expenditures related to building out the Black Pearl Facility that will require resources beyond the Company’s existing financial resources as of December 31, 2023 . Management intends to continue to build out the infrastructure at the Black Pearl Facility to get the site to 150 megawatts (“MW”) in 2025, and full capacity in 2026, in support of the Company’s current business plans. Management believes that the Company’s existing financial resources, combined with projected cash and bitcoin inflows from its data centers and its intent and ability to sell bitcoin received or earned, will be sufficient to enable the Company to meet its operating and capital requirements for at least 12 months from the date these consolidated financial statements are issued. There is limited historical financial information about the Company upon which to base an evaluation of its performance. The business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in exploration and/or development, and possible cost overruns due to price and cost increases in services. The Company’s management has no current intention of entering into a merger or acquisition within the next 12 months. The Company may require additional capital to pursue certain business opportunities or respond to technological advancements, competitive dynamics or technologies, customer demands, challenges, acquisitions or unforeseen circumstances. Additionally, the Company has incurred and expects to continue to incur significant costs related to being a public company. Accordingly, the Company may engage in equity or debt financings or enter into credit facilities for the above-mentioned or other reasons; however, the Company may not be able to timely secure additional debt or equity financings on favorable terms, if at all. If the Company raises additional funds through equity financing, its existing stockholders could experience significant dilution. Furthermore, any debt financing obtained by the Company in the future could involve restrictive covenants relating to the Company’s capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities. If the Company is unable to obtain adequate financing on terms that are satisfactory to the Company, when the Company requires it, the Company’s ability to continue to grow or support the business and to respond to business challenges could be significantly limited, which may adversely affect the Company’s business plan. On August 14, 2023, the Company entered into a master loan agreement with Coinbase Credit, Inc., as lender, and Coinbase, Inc., as lending service provider. Pursuant to the master loan agreement, the Company established a secured line of credit up to $ 10.0 million (the “Credit Facility”). The Company will not incur commitment fees for unused portions of the Credit Facility. The borrowing rate on amounts drawn against the Credit Facility is determined on the basis of the Federal Funds Target Rate - Upper Bound, plus 2.5 %, calculated daily based on a 365-day year and payable monthly for the duration of the loan. Borrowings under the Credit Facility are available on demand, open term, and collateralized by bitcoin transferred to the lending service provider’s platform. As of December 31, 2023 the Company had not drawn upon the Credit Facility. As disclosed in Note 15, Stockholders’ Equity , on September 21, 2022, the Company entered into an at-the-market offering agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (the “Agent”), pursuant to which the Company may, from time to time, sell up to $ 250.0 million in shares of Common Stock through the Agent. During the year ended December 31, 2023, the Company received gross proceeds of approximately $ 135.8 million , from the sale of 37,433,923 shares of its Common Stock under the Sales Agreement. Macroeconomic conditions: COVID-19 and other economic, business and political conditions The Company’s results of operations could be adversely affected by general conditions in the global economy and in the global financial markets, including conditions that are outside of the Company’s control, such as any epidemics, pandemics or disease outbreaks or other public health conditions. For example, the COVID-19 pandemic (“COVID-19”) that was declared on March 11, 2020 has caused significant economic dislocation in the United States (“U.S.”) and globally as governments across the world, including the U.S., introduced measures aimed at preventing the spread of COVID-19. While most policies and regulations implemented by governments in response to COVID-19 have been lifted, they have had a significant impact, both directly and indirectly, on global business and commerce. The Company may experience disruptions to its business operations resulting from supply interruptions, quarantines, self-isolations, or other movement and restrictions on the ability of its employees or its counterparties to perform their jobs. The Company may also experience delays in construction and obtaining necessary equipment in a timely fashion. For example, in early January 2022, construction at the Alborz Facility was temporarily shut down in response to employees being impacted by COVID-19. The temporary shutdown was less than a week, and construction resumed at the site immediately after. If the Company is unable to effectively set up and service its miners, its ability to mine bitcoin will be adversely affected. There is no assurance that COVID-19 or any other pandemic, or other unfavorable global economic, business or political conditions, such as a rise in energy prices, a slowdown in the U.S. or international economy, high inflation rates or other factors, will not materially and adversely affect the Company's business, prospects, financial condition’ and operating results. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) as determined by the FASB and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). The Merger was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, GWAC was treated as the acquired company and CMTI was treated as the acquirer for financial statement reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of CMTI issuing stock for the net assets of GWAC, accompanied by a recapitalization. The net assets of GWAC are stated at historical cost, with no goodwill or other intangible assets recorded, see Note 1, Organization and Business . CMTI was determined to be the accounting acquirer based on an evaluation of the following facts and circumstances: • CMTI’s existing shareholder has the greatest voting interest in the Company; • the majority of the members of the board of directors of the Company (“Board”) are primarily composed of individuals associated with CMTI; • CMTI’s senior management is the senior management of the Company; and • CMTI’s operations prior to the Reverse Recapitalization comprise the only ongoing operations of the Company after the consummation of the Business Combination. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of CMTI. The shares and corresponding capital amounts and losses per share prior to the Business Combination have been retroactively restated based on shares reflecting the exchange ratio established in the Business Combination, see Note 1, Organization and Business . The consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All intercompany transactions and balances have been eliminated. Certain reclassifications have been made to the prior periods’ consolidated financial statements in order to conform to the current period presentation. Such reclassifications are immaterial, individually and in the aggregate, to both current and all previously issued financial statements taken as a whole. Effective for the year ended December 31, 2023, the Company reclassified $ 0.6 million of capitalized software previously included in Property and equipment, net into Intangible assets, net. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates inherent in the preparation of the Company’s consolidated financial statements include, but are not limited to, those related to equity instruments issued in share-based compensation arrangements, valuations of its derivative asset and warrant liability, useful lives of property and equipment, the asset retirement obligation and the valuation allowance associated with the Company’s deferred tax assets, among others. Making estimates req uires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. The Company’s cash equivalents consist of funds held in money market accounts. The Company had $ 86.1 million and $ 11.9 million in cash equivalents as of December 31, 2023 and 2022 , respectively. Concentrations of credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. Periodically, the Company maintains deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on these deposits. Accounts receivable The Company’s accounts receivable balance consists of amounts due from its only customer, a mining pool operator. Amounts recorded in accounts receivable as of December 31, 2023 consist of the block rewards and transaction fees earned the last day (last contract period) of the year, but not yet received from the mining pool operator. No allowance was recorded as of December 31, 2023 . Fair value of financial instruments The Company’s financial assets and liabilities are accounted for in accordance with ASC 820, Fair Value Measurement (“ASC 820”), which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels: Level 1 – Observable inputs, such as quoted prices in active markets for identical assets and liabilities. Level 2 – Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the instrument’s anticipated life. Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying values reported in the Company’s consolidated balance sheets for cash (excluding cash equivalents which are recorded at fair value on a recurring basis), accounts payable and accrued expenses and other current liabilities are reasonable estimates of their fair values due to the short-term nature of these items. As of December 31, 2023, the Company had an embedded derivative asset in the accounts receivable recorded for the amount of block rewards and transaction fees earned the last day (last contract period) of the year. The derivative asset is classified within Level 1 of the fair value hierarchy because fair value is based on quoted prices in an active market. Changes in fair value of the derivative asset are presented within operating expense (income) in the consolidated statement of operations. Refer to Note 16, Fair Value Measurements , for further information about the Level 3 asset and liability rollforwards of activity and Level 3 inputs. Bitcoin Bitcoin are included in current assets on the consolidated balance sheets. Bitcoin that are temporarily held for the Company’s joint venture partner are included in prepaid and other current assets on the consolidated balance sheet. Bitcoin received through the Company’s wholly-owned mining activities are accounted for in connection with the Company’s revenue recognition policy. Bitcoin awarded to the Company as distributions-in-kind from equity investees are accounted for in accordance with ASC 845, Nonmonetary Transactions , and recorded at fair value upon receipt. For the year ended December 31, 2023, bitcoin held by the Company are accounted for as intangible assets under ASC 350-60, Crypto Assets, issued by the FASB in December 2023. Intangible assets under the scope of this subtopic are measured at fair value on the Company’s consolidated balance sheet. The Company determines the fair value of its bitcoin on a nonrecurring basis in accordance with ASC 820 based on quoted prices on the active trading platform that the Company has determined is its principal market for bitcoin (Level 1 inputs). The Company recognized fair value adjustments of $ 11.0 million on its bitcoin holdings during the year ended December 31, 2023. Prior to the adoption of ASU 2023-08, bitcoin was accounted for as an intangible asset subject to impairment. Upon adoption of ASC 350-60 on January 1, 2023, the company recorded an opening adjustment to retained earnings of $ 0.2 million. Bitcoin awarded to the Company through its mining activities are included as an adjustment to reconcile net loss to cash used in operating activities on the consolidated statements of cash flows. Proceeds from sales of bitcoin are included within cash flows from operating activities on the consolidated statements of cash flows to the extent bitcoin are sold within seven days of being awarded, and investing cash flows if sold after that period. Any realized gains or losses from such sales are included in costs and operating expenses (income) on the consolidated statements of operations. The receipt of bitcoin as distributions-in-kind from equity investees are included within investing activities on the consolidated statements of cash flows. Bitcoin are sold on a first-in-first-out (“FIFO”) basis. Property and equipment, net Property and equipment consists primarily of miners and mining equipment, leasehold improvements and construction-in-progress at the Odessa Facility and is stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, which ranges from three to seven years . Leasehold improvements include capitalized asset retirement costs (see the related Asset Retirement Obligation policy below) and the substation right-of-use asset (further discussed in Note 13, Leases) , both of which are amortized over the estimated useful life of the related assets. All other leasehold improvements are depreciated over the lesser of the estimated useful life of the asset or the remaining life of the related lease. Costs of maintenance, repairs and minor replacements are expensed when incurred. Construction-in-progress is comprised of assets which have not been placed into service and is not depreciated until the related assets or improvements are ready to be placed into service. The estimated useful lives for all property and equipment are as follows: Useful lives Office and computer equipment 3 Autos 5 Leasehold improvements 5 Miners and mining equipment 5 Furniture and fixtures 7 Intangible assets, net Intangible assets, net primarily includes strategic contracts acquired as part of asset acquisitions and relate to certain regulatory approvals related to our mining operations. Intangible assets also includes capitalized software, which consists of consulting costs related to development of internal-use software. Intangible assets are presented net of the associated accumulated amortization. The Company accounts for the costs of software developed for internal use by capitalizing costs incurred during the application development stage to property and equipment, net on its consolidated balance sheets. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. The Company plans to amortize the capitalized costs of internal-use software on a straight-line basis over the estimated useful life of the asset, which is expected to be three years. The Company will recognize the amortization of software in depreciation expense on the consolidated statements of operations once the software is technologically feasible. The estimated useful lives for all intangible assets are as follows: Useful lives Strategic contract 20 Software 3 Impairment of long-lived assets Management reviews long-lived assets, including leases and investments, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset, asset group or investment may not be recoverable. Recoverability of assets to be held and used are measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. Because the impairment test for long-lived assets held in use is based on estimated undiscounted cash flows, there may be instances where an asset or asset group is not considered impaired, even when its fair value may be less than its carrying value, because the asset or asset group is recoverable based on the cash flows to be generated over the estimated life of the asset or asset group. 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. There was no indication that the Company’s long-lived assets might be impaired as of December 31, 2023 . Investment in equity investees The Company accounts for investments using the equity method of accounting if the investments provide the Company the ability to exercise significant influence, but not control, over its investees. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of an investee of between 20 percent and 50 percent, or an ownership interest greater than three to five percent in certain partnerships, unincorporated joint ventures and limited liability companies, although other factors are considered in determining whether the equity method of accounting is appropriate. Under this method, an investment in the common stock of an investee (including a joint venture) shall be initially measured and recorded at cost; however, an investor shall initially measure at fair value an investment in the common stock of an investee (including a joint venture) recognized upon the derecognition of a distinct nonfinancial asset at the time that control over the distinct nonfinancial asset is transferred to the equity investee, such as that which occurs upon the transfer of miners and mining equipment to a joint venture from the Company. The Company’s investments are subsequently adjusted to recognize its share of net income or losses as they occur. The Company also adjusts its investment upon receipt of bitcoin from an equity investee, which is accounted for as a distribution-in-kind that is measured as of time of receipt. The Company’s share of investees’ earnings or losses is recorded, net of taxes, within equity in losses of equity investees on the Company’s consolidated statement of operations. Additionally, the Company’s interest in the net assets of its equity method investees is reflected on its consolidated balance sheet. If, upon the Company’s contribution of nonfinancial assets to a joint venture, there is any difference between the cost of the investment and the amount of the underlying equity in the net assets of the investee, the difference is required to be accounted for as if the investee were a consolidated subsidiary. If the difference is assigned to depreciable or amortizable assets or liabilities, then the difference should be amortized or accreted in connection with the equity earnings based on the Company’s proportionate share of the investee’s net income or loss. If the Company is unable to relate the difference to specific accounts of the investee, the difference should be considered goodwill. The Company considers whether the fair value of its equity method investments have declined below their carrying values whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If the Company considered any such decline to be other than temporary (based on various factors, including historical financial results, success of the mining operations and the overall health of the investee’s industry), then the Company would record a write-down to the estimated fair value. Deferred investment costs Deferred investment costs consist of legal fees incurred through the balance sheet date that were directly related to the formation of a joint venture and which were capitalized as part of the Company’s total investment in the joint venture upon consummation of the joint venture agreement, see Note 7, Investment in Equity Investees . Asset retirement obligation Asset retirement obligations relate to the legal obligations associated with the retirement of long-lived assets that result from the construction, development and/or normal operation of a long-lived asset. The Company currently has one asset retirement obligation (“ARO”) related to the construction of the data center and installation of the related electrical infrastructure at the Odessa Facility. ASC 410, Asset Retirement and Environmental Obligations (“ASC 410”) requires an entity to record the fair value of a liability for an ARO in the period in which it is incurred if a reasonable estimate of fair value can be made. Due to the long lead time involved until decommissioning activities occur, the Company uses a present value technique to estimate the liability. A liability for the fair value of the ARO based on the expected present value of estimated future decommissioning costs with a corresponding increase to the carrying value of the related long-lived asset (leasehold improvements) was recorded upon commencement of the lease in November 2022. The estimated capitalized asset retirement costs are depreciated using the straight-line method over the estimated remaining useful life of the related long-lived asset, with such depreciation included in depreciation expense in the consolidated statements of operations. The ARO is accreted based on the original discount rate and is recognized as an increase in the carrying amount of the liability and a charge to accretion expense, which is included in depreciation expense in the consolidated statements of operations. Annually, or more frequently if an event occurs that would dictate a change in assumptions or estimates underlying the obligation, the Company reassesses its ARO to determine whether any revisions to the obligation are necessary. Revisions to the estimated ARO for items such as (i) new liabilities incurred, (ii) liabilities settled during the period and (iii) revisions to estimated future cash flow requirements (if any), will result in adjustments to the related capitalized asset and corresponding liability. In order to determine the fair value of the ARO, the Company’s management made certain estimates and assumptions including, among other things, projected cash flows, the borrowing interest rate and an assessment of market conditions that could significantly impact the estimated fair value. These estimates and assumptions are subjective. See additional information regarding the ARO in Note 12, Asset Retirement Obligation . Leases The Company accounts for leases in accordance with ASC 842, Leases (“ASC 842”). Accordingly, the Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company’s use by the lessor. The Company’s assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations over the lease term. For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding right-of-use (“ROU”) asset equal to the initial lease liability is also recorded, adjusted for any accrued or prepaid rents and/or unamortized initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company generally uses its incremental borrowing rate, determined based on information available at lease commencement, if rates implicit in its leasing arrangements are not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease. ROU assets will be reviewed for impairment, consistent with other long-lived assets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as depreciation expense and interest expense using the interest method of recognition. For leases with a term of 12 months or less, any fixed payments are recognized on a straight-line basis over the lease term and are not recognized on the Company’s consolidated balance sheet as an accounting policy election. Leases qualifying for the short-term lease exception are insignificant. Variable lease costs are expensed as incurred and are not included in the measurement of ROU assets and lease liabilities. ASC 842 provides practical expedients for an entity’s ongoing accounting. The Company elected the practical expedient not to separate lease and non-lease components for all leases, which means all consideration that is fixed, or in-substance fixed, relating to the non-lease components will be captured as part of the Company’s lease components for balance sheet purposes. Common stock warrants Upon the consummation of the Business Combination, the Company assumed common stock warrants that were originally issued in GWAC’s initial public offering (the “Public Warrants”), as well as warrants that were issued in a private placement that closed concurrently with GWAC’s initial public offering (the “Private Placement Warrants”). See Note 16, Warrants for additional information on the Public Warrants and Private Placement Warrants. The Company is capitalized as a single class of common stock, accordingly, a qualifying cash tender offer of more than 50 % of the Common Stock will always result in a change-in-control, and in accordance with ASC 815-40-55-3, this would not preclude permanent equity classification of the Public Warrants; therefore, the Public Warrants are equity classified. The Private Placement Warrants are accounted for as a liability under ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity , as they are a freestanding financial instrument that require the Company to transfer assets upon exercise. The Company recorded the Private Placement Warrants as a liability in the consolidated balance sheet at fair value on the Closing Date, with subsequent changes in fair value recognized in the change in fair value of warrant liability within the consolidated statements of operations. The Private Placement Warrants were valued using a Black-Scholes option-pricing model as described in Note 18, Fair Value Measurements . Treasury stock Treasury share purchases obtained through share withholdings for taxes are recorded at par value. Revenue recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (“ASC 606”). 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 standalone selling price is the price at which the Company would sell a promised service separately to a customer. The relative selling price for each performance obligation is estimated using observable objective evidence if it is available. If observable objective evidence is not available, the Company uses its best estimate of the selling price for the promised service. In instances where the Company does not sell a service separately, establishing standalone selling price requires significant judgment. The Company estimates the standalone selling price by considering available information, prioritizing observable inputs such as historical sales, internally approved pricing guidelines and objectives, and the underlying cost of delivering the performance obligation. 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. Management judgment is required when determining the following: when variable consideration is no longer probable of significant reversal (and hence can be included in revenue); whether certain revenue should be presented gross or net of certain related costs; when a promised service transfers to the customer; and the applicable method of measuring progress for services transferred to the customer over time. The Company entered into a bitcoin mining pool by executing a contract, as amended from time to time, with a mining pool operator to provide computing power to the mining pool. Specifically, in November 2022, the Company entered into a mining pool contract with Foundry USA Pool (“Foundry”). Providing computing power to a mining pool operator for the purpose of cryptocurrency transaction verification is an output of the Company’s ordinary activities. The contract is terminable at any time by either party with no substantive termination penalty. The Company’s enforceable right to compensation begins when, and lasts for as long as, the Company provides computing power to the mining pool operator; the Company’s performance obligation extends over the contract term given the Company’s continuous provision of hashrate. This period of time corresponds with the period of service for which the mining pool operator determines compensation due the Company. Given cancellation terms of the contract, and the Company’s customary business practice, the contract effectively provides the Company with the option to renew for successive contract terms of 24 hours. The options to renew are not material rights because they are offered at the standalone selling price of computing power. The Company elected the optional exemption to not disclose the transaction price allocated to remaining performance obligations that are part of a contract that has an original expected duration of one year or less. The provision of computing power in accordance with the mining pool operator’s terms of service is the only performance obligation in the Company’s contract with the mining pool operator, its customer. In exchange for providing computing power pursuant to Foundry’s terms of service, the Company is entitled to noncash consideration in the form of bitcoin, measured under the Full Pay Per Share (“F |
Bitcoin
Bitcoin | 12 Months Ended |
Dec. 31, 2023 | |
CryptocurrenciesAbstract | |
Bitcoin | NOTE 3. BITCOIN The following table presents information about the Company’s bitcoin (in thousands): December 31, 2023 2022 Opening balance $ 6,283 $ - Cumulative effect upon adoption of ASU 2023-08 209 - Bitcoin received from equity investees 317 4,828 Revenue recognized from bitcoin mined, net of receivable 126,319 2,939 Proceeds from sale of bitcoin ( 111,188 ) ( 17 ) Change in fair value of bitcoin 11,038 - Impairment of bitcoin - ( 1,467 ) Ending balance $ 32,978 $ 6,283 The Company held approximately 780 and 394 bitcoin at December 31, 2023, and December 31, 2022, respectively. The associated fair value and cost basis of bitcoin held was $ 33.0 million , and $ 30.9 million , respectively, at December 31, 2023, and $ 6.5 million , and $ 7.7 million , respectively at December 31, 2022. Fair value of bitcoin is estimated using the closing price, which is a Level 1 input (i.e., an observable input such as a quoted price in an active market for an identical asset). The Company accounts for bitcoin on a FIFO basis. As of December 31, 2023 , 10 bitcoin with a fair value of $ 0.4 million were pledged as collateral related to bitcoin trading strategies. Restrictions on the collateral lapse on January 26, 2024 or upon closing trading positions. No bitcoin were pledged as collateral as of December 31, 2022 . |
Derivative Asset
Derivative Asset | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Asset | NOTE 4. DERIVATIVE ASSET Luminant Power Agreement On June 23, 2021 , the Company entered into a power purchase agreement with Luminant ET Services Company LLC (“Luminant”), which was subsequently amended and restated on July 9, 2021 , and further amended on February 28, 2022 , August 26, 2022 , and August 23, 2023 (as amended, the “Luminant Power Agreement”), for the supply of a fixed amount of electric power to the Odessa Facility at a fixed price for a term of five years , subject to certain early termination exemptions. The Luminant Power Agreement provides for subsequent automatic annual renewal unless either party provides written notice to the other party of its intent to terminate the agreement at least six months prior to the expiration of the then current term. Starting from July 1, 2022 , and prior to the receipt of interconnection approval from the Electric Reliability Council of Texas (“ERCOT”), under the take or pay framework of the Luminant Power Agreement and pursuant to the ramp-up schedule agreed to between Luminant and Cipher, Luminant began sales of the scheduled energy in the ERCOT market. Because ERCOT allows for net settlement, the Company’s management determined that, as of July 1, 2022, the Luminant Power Agreement met the definition of a derivative under ASC 815, Derivatives and Hedging (“ASC 815”). Because the Company has the ability to sell its electricity in the ERCOT market rather than take physical delivery, physical delivery is not probable through the entirety of the contract and therefore, the Company’s management does not believe the normal purchases and normal sales scope exception applies to the Luminant Power Agreement. Accordingly, the Luminant Power Agreement (the non-hedging derivative contract) is recorded at an estimated fair value each reporting period with the change in the fair value recorded in change in fair value of derivative asset in the consolidated statements of operations. See additional information regarding valuation of the Luminant Power Agreement derivative in Note 18, Fair Value Measurements . Depending on the spot market price of electricity, the Company may opportunistically sell electricity in the ERCOT market in exchange for cash payments, rather than utilizing the power to mine for bitcoin at the Odessa Facility during peak times in order to most efficiently manage the Company’s operating costs. The Company, through Luminant, sold $ 1.7 million in electricity, net of the costs under the Luminant Power Agreement, prior to the start of bitcoin mining at the Odessa Facility, which it recorded as part of the change in the fair value of the derivative asset in the consolidated statement of operations during the year ended December 31, 2022. On November 22, 2022, the Company began bitcoin mining at the Odessa Facility, and subsequent to this date, the costs under the Luminant Power Agreement are recorded in cost of revenue in the Company’s consolidated statements of operations. The Company sold $ 9.9 million and $ 0.5 million in electricity, net of the costs under the Luminant Power Agreement, during the years ended December 31, 2023 and 2022, respectively, and recorded this amount as income from power sales in operating income on the consolidated statement of operations, with the corresponding costs of the power sold recorded in cost of revenue. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 5. PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following (in thousands): December 31, 2023 December 31, 2022 Miners and mining equipment $ 163,523 $ 79,909 Leasehold improvements 138,883 94,807 Office and computer equipment 279 88 Autos 73 73 Furniture and fixtures 88 69 Construction-in-progress 49 20,437 Total cost of property and equipment 302,895 195,383 Less: accumulated depreciation ( 59,080 ) ( 4,195 ) Property and equipment, net $ 243,815 $ 191,188 During the years ended December 31, 2023 and 2022, the Company placed approximately $ 40.7 million and $ 37.4 , respectively, of construction-in-progress into service at the Odessa Facility. Depreciation expense was $ 59.0 million for the year ended December 31, 2023, and $ 4.4 million for the year ended December 31, 2022 . There were no impairment charges recorded during either year. During the year ended December 31, 2023 , the Company received the remaining 17,094 MicroBT M30S, M30S+ and M30S++ miners (“MicroBT miners”) related to the framework agreement of September 2021 with SuperAcme Technology (Hong Kong) Limited (“SuperAcme”), which was amended and restated by the Amended and Restated Framework Agreement on Supply of Blockchain Servers (the “Amended and Restated Framework Agreement”), dated as of May 6, 2022, and subject to the Supplementary Agreement of the Framework Agreement on Supply of Blockchain Servers (the “Supplementary Agreement). These MicroBT miners received during the first quarter of fiscal year 2023 had an aggregate cost of approximately $ 50.7 million and were purchased by the Company at the new fixed and floating price terms set forth in the Supplementary Agreement. The Company also received 4,622 Antminer S19j Pro (100 TH/s) (“S19j Pro”) miners from Bitmain with a cost basis of approximately $ 1.6 million during the first quarter of fiscal year 2023. As of December 31, 2023, the Company had a total of approximately 61,000 miners at the Odessa Facility. |
Deposits on Equipment
Deposits on Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Deposits On Equipment [Abstract] | |
Deposits on Equipment | NOTE 6. DEPOSITS ON EQUIPMENT Under the August 2021 purchase agreement with Bitmain Technologies Limited (“Bitmain”), the Company purchased a total of 27,000 Antminer S19j Pro (100 TH/s) (“S19j Pro”) miners and had received 27,035 miners from Bitmain at our data centers in Texas as of December 31, 2022. The Company has no further payment obligations under this agreement with Bitmain. In November and December 2022, the Company agreed to purchase an additional 5,000 and 2,200 S19j Pros, respectively, from Bitmain. The Company utilized accumulated Bitmain credits and coupons for the majority of the purchase price for these miners and has no further payments due in respect of these orders as of December 31, 2023. Under the framework agreement of September 2021 with SuperAcme Technology (Hong Kong) Limited (“SuperAcme”), which was amended and restated by the Amended and Restated Framework Agreement on Supply of Blockchain Servers (the “Amended and Restated Framework Agreement”), dated as of May 6, 2022, the Company agreed to purchase 60,000 MicroBT M30S, M30S+ and M30S++ miners. On November 4, 2022, the Company entered into a Supplementary agreement of the Framework Agreement on Supply of Blockchain Servers (the “Supplementary Agreement”) with SuperAcme, which amended and supplemented the Amended and Restated Framework Agreement by changing the previously agreed fixed and floating price terms for miners that had yet to be delivered. As of the date of the Supplementary Agreement and December 31, 2022, SuperAcme had delivered 17,833 miners to the Company in Texas, with an aggregate cost of approximately $ 51.1 million, and the Company had paid a total of $ 101.8 million to SuperAcme. The Company applied the remaining balance of $ 50.7 million to purchase miners at the new fixed and floating price terms set forth in the Supplementary Agreement, and had no balance due as of December 31, 2023 . The Company entered into two agreements with Bitfury USA Inc. (“Bitfury USA”), a subsidiary of Bitfury Top HoldCo, made under, and as a part of, the Master Services and Supply Agreement between the Company and Bitfury Top HoldCo dated August 26, 2021, to purchase a total of 240 units of BlockBox air-cooled containers (each a “BBAC”), the modular data centers that house mining machines. The Company received delivery of all of the BBACs during the year ended December 31, 2022. See Note 10, Related Party Transactions , for more information on the Master Services and Supply Agreement. The Company previously had an agreement for the purchase of between 28,000 to 56,000 mining rigs from Bitfury Top HoldCo, also made under, and as a part of, the Master Services and Supply Agreement. Upon execution of this agreement, the Company paid a $ 10.0 million deposit to Bitfury Top HoldCo which was included in deposits on equipment in the Company’s consolidated balance sheet as of December 31, 2022; however, the agreement for the purchase of mining rigs was a non-binding commitment unless and until confirmed by a mutually executed order confirmation. No order confirmations were executed under this agreement and, as further described in Note 10, Related Party Transactions , shares of Common Stock held by Bitfury Top HoldCo were returned to the Company as consideration for, or repayment of, the $ 10.0 million deposit. As further described in Note 20, Subsequent Events , the Company and Bitfury Top HoldCo terminated the Master Services and Supply Agreement on February 28, 2024. On October 4, 2023, the Company entered into an agreement with Bitmain to purchase 1.2 EH/s worth of Bitmain’s new HASH Super Computing Servers (Antminer S21-200.0T model) for a total purchase price of $ 24.0 million to be paid in cash and coupons, or $ 16.8 million in cash after applying coupons. The Company expects to make periodic payments in accordance with the payment schedule under this agreement, with the final payment expected to occur one year after the delivery of the last batch of miners. Related to this agreement, the Company has made installment payments of $ 7.6 million, which is included in the balance of deposits on equipment as of December 31, 2023. Batches of the Antminer S21 miners are expected to be delivered between January and June 2024. On December 18, 2023, the Company entered into a second agreement with Bitmain to purchase 37,396 units of the latest generation Antminer T21 miners to be delivered in the first half of 2025. The Company paid a deposit of $ 9.9 million upon execution of the agreement. The agreement has an option to purchase an additional 45,706 miners in 2024. The Company paid $ 12.2 million as a deposit, which can be used towards purchases under this option. The open purchase agreement commitments, deposits paid and expected delivery timing are summarized below as of December 31, 2023 (in thousands): |
Investment in Equity Investees
Investment in Equity Investees | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Equity Investees | NOTE 7. INVESTMENT IN EQUITY INVESTEES On June 10, 2021 , the Company and WindHQ LLC (“WindHQ”) signed a binding definitive framework agreement with respect to the construction, buildout, deployment and operation of one or more data centers (“Data Centers”) in the United States (the “WindHQ Joint Venture Agreement”). The WindHQ Joint Venture Agreement provides that the parties shall collaborate to fund the construction and buildout of certain specified Data Centers at locations already identified by the parties (“Initial Data Centers”). Each Initial Data Center will be owned by a separate limited liability company (each, an “Initial Data Center LLC”), and WindHQ and the Company will each own 51 % and 49 %, respectively, of the initial membership interests of each Initial Data Center LLC. The WindHQ Joint Venture Agreement includes a development schedule for additional electrical power capacity through the joint identification, procurement, development and operation of additional Data Centers (“Future Data Centers”). Each Future Data Center will be owned by a separate limited liability company (each, a “Future Data Center LLC”, and collectively with the Initial Data Center LLCs, the “Data Center LLCs”), and the Company and WindHQ, or respective affiliates of the Company or WindHQ, shall become a member of each Data Center LLC by entering into a limited liability company agreement for each such Data Center LLC (“LLC Agreement”). WindHQ will own at least 51 % of the initial membership interests of each Data Center LLC and the Company will own a maximum of 49 % of the initial membership interests of each Data Center LLC. Furthermore, under the WindHQ Joint Venture Agreement, WindHQ is required to procure energy for Future Data Centers at the most favorable pricing then available. Similarly, the Company is required to procure the applicable equipment needed for the Future Data Centers at the most favorable pricing then available. Under the WindHQ Joint Venture Agreement, WindHQ agrees to provide a series of services to each of the Data Centers, including but not limited to: (i) the design and engineering of each of the Data Centers; (ii) the procurement of energy equipment and other related services such as logistics for each of the Data Centers; and (iii) the construction work for each of the Data Centers. Furthermore, the Company is required to support and monitor (remotely) the operations of the hardware at each Data Center (particularly the mining servers) as required under the WindHQ Joint Venture Agreement. A development fee equal to 2 % of capital expenditures in respect of the initial development of each Data Center shall be paid 50 % to WindHQ and 50 % to the Company. Furthermore, a fee equal to 2 % of the gross revenues of each of the Data Center LLCs will be payable monthly, based on the immediately prior month gross revenue of such Data Center, 50 % to WindHQ and 50 % to the Company. For each Data Center, WindHQ and the Company will cooperate to prepare a financial model incorporating the relevant economic factors of each Data Center, and both WindHQ and the Company will provide the initial funding required for each Data Center on a pro rata basis in accordance with the parties’ respective ownership interests in the applicable Data Center LLC. In the absence of any material breaches by either party, the WindHQ Joint Venture Agreement may only be terminated by mutual written consent of both parties. Currently, the Company’s investment in the individual Data Center LLCs does not meet the definition of a variable interest entity in accordance with ASC 810, and the Company does not have a controlling voting interest in any of the Data Center LLCs. The Company does have significant influence over the operations and major decisions of the Data Center LLCs, therefore, the Company’s 49 % ownership in each individual Data Center LLC is separately accounted for under the equity method of accounting, as the Company does not expect to exercise control over the Data Center LLCs. On January 28, 2022, in connection with the WindHQ Joint Venture Agreement, CMTI and Alborz Interests DC LLC (a subsidiary of WindHQ), as members, entered into the Amended and Restated Limited Liability Company Agreement of Alborz LLC (the “Alborz LLC Agreement”). On May 16, 2022, in connection with the WindHQ Joint Venture Agreement, CMTI and Bear Interests DC LLC (a subsidiary of WindHQ), as members, entered into the Amended and Restated Limited Liability Company Agreement of Bear LLC (the “Bear LLC Agreement”). Effective October 7, 2022, in connection with the WindHQ Joint Venture Agreement, CMTI and Chief Interests DC LLC (a subsidiary of WindHQ), as members, entered into the Limited Liability Company Agreement of Chief Mountain LLC (the “Chief LLC Agreement”). The Alborz, Bear and Chief LLC Agreements delineate the rights and obligations of the members related to the construction, operation and management, respectively, of the Alborz, Bear and Chief Facilities. The Company is required to support and monitor (remotely) the operations of the hardware at the three facilities (particularly the mining servers) under the WindHQ Joint Venture Agreement. The Company uses the equity method of accounting to account for its 49 % equity interest in the Data Center LLCs. The Company recognized a total of $ 2.5 million , and $ 37.0 million of equity in the net losses of its equity investees, consisting of Alborz LLC, Bear LLC and Chief LLC, in the consolidated statement of operations during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 , the Company had contributed equipment with a total cost of $ 127.8 million related to its contributions of 12,953 , 3,254, and 3,254 miners and other mining equipment to the Alborz, Bear, and Chief Facilities, respectively. The majority of the contributed miners had a fair value that was lower than the cost paid by the Company to obtain them, and the Company recognized losses at the time of the contributions, which totaled $ 33.4 million for the year ended December 31, 2022. These losses were recorded within equity in losses of equity investees on the consolidated statement of operations and represent basis differences related to the Company’s investments in Alborz LLC, Bear LLC and Chief LLC which recorded the contribution of the equipment from the Company at the historical cost paid by the Company to obtain the equipment. As Alborz LLC, Bear LLC, and Chief LLC depreciate the historical cost of the miners on their respective financial statements over the expected depreciation period of five years , the Company will accrete these basis differences over the same period and will record the accretion amount for each reporting period within equity in losses of equity investees on its consolidated statements of operations until the miners are fully depreciated and the corresponding basis differences are fully accreted. As of December 31, 2023 and 2022, the Company had remaining basis differences totaling $ 24.7 million and $ 31.4 million, respectively, that have not yet been accreted. See accretion recorded by the Company during the year ended December 31, 2023 in the table below. Activity in the Company’s investment in equity investees during the years ended December 31, 2023 and 2022 consisted of the following (in thousands): Balance as of January 1, 2022 $ - Cost of contributed mining equipment and other capital contributions 94,380 Sales taxes to be paid by Cipher on behalf of equity investees 5,316 Accretion of basis differences related to miner contributions 2,006 Legal costs related to formation of joint ventures reclassified from deferred investment costs 174 Capital distributions ( 54,009 ) Bitcoin received from equity investees ( 4,828 ) Equity in net losses of equity investees ( 5,561 ) Balance as of December 31, 2022 $ 37,478 Cost of contributed mining equipment and other capital contributions 4,435 Accretion of basis differences related to miner contributions 6,683 Capital distributions ( 3,808 ) Bitcoin received from equity investees ( 317 ) Equity in net losses of equity investees ( 9,213 ) Balance as of December 31, 2023 $ 35,258 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 8. INTANGIBLE ASSETS The Company’s intangible assets consisted of the following (in thousands): December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Strategic contract $ 7,000 $ ( 28 ) $ 6,972 Capitalized software 1,230 ( 93 ) 1,137 Total $ 8,230 $ ( 121 ) $ 8,109 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized software $ 596 $ - $ 596 Total $ 596 $ - $ 596 The Company expects to record amortization expense as follows over the next five subsequent years: (in thousands) Year Ended December 31, 2024 $ 441 Year Ended December 31, 2025 441 Year Ended December 31, 2026 441 Year Ended December 31, 2027 441 Year Ended December 31, 2028 396 |
Security Deposits
Security Deposits | 12 Months Ended |
Dec. 31, 2023 | |
Deposit Assets Disclosure [Abstract] | |
Security Deposits | NOTE 9. SECURITY DEPOSITS The Company’s security deposits consisted of the following (in thousands): December 31, 2023 December 31, 2022 Luminant Power Purchase Agreement collateral $ 12,554 $ 12,554 Luminant Purchase and Sale Agreement collateral 3,063 3,063 Operating lease security deposits 960 960 Oncor Facility Extension security deposit 6,269 - Other deposits 1,009 1,153 Total security deposits $ 23,855 $ 17,730 Under the Luminant Power Agreement (defined above in Note 4, Derivative Asset ), the Company was required to provide Luminant with collateral of approximately $ 12.6 million (the “Independent Collateral Amount”). Half, or approximately $ 6.3 million, of the Independent Collateral Amount was paid to Luminant on September 1, 2021 and the other half was paid on November 14, 2022. The Independent Collateral Amount will remain in place throughout the term of the Luminant Power Agreement. Details of the construction of the Interconnection Electrical Facilities, including collateral arrangements that are in addition to the Independent Collateral Amount, are set out in the Purchase and Sale Agreement dated June 28, 2021, with amendment and restatement on July 9, 2021 (as amended and restated, the “Luminant Purchase and Sale Agreement”) with another Luminant affiliate. Under the Luminant Purchase and Sale Agreement, the Company provided approximately $ 3.1 million as collateral separate from the Independent Collateral Amount, which is also recorded in security deposits as of December 31, 2023 and 2022. During the year ended December 31, 2023 , as associated with the Company’s buildout of the Black Pearl Facility, the Company entered into an agreement with Oncor Electric Delivery Company LLC (“Oncor”) to construct infrastructure to energize the data center (the “Facility Extension Agreement”). As part of the agreement, the Company was required to provide a security deposit of $ 6.3 million to be returned to the Company if the Black Pearl Facility uses 135 MW by May 15, 2026. |
Supplemental Financial Informat
Supplemental Financial Information | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Financial Information | NOTE 10. SUPPLEMENTAL FINANCIAL INFORMATION As of December 31, 2023 and 2022, the Company had $ 3.7 million and $ 7.3 million , respectively, of prepaid expenses and other current assets on its consolidated balance sheet, which was almost entirely related to prepaid insurance in both periods, other than $ 1.2 million of bitcoin temporarily held for the Company’s joint venture partner, WindHQ, as of December 31, 2022. The Company’s accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2023 December 31, 2022 Taxes (primarily sales tax) $ 15,184 $ 18,798 Power costs 139 - Employee compensation 5,800 - Finance lease (1) - 339 Legal settlement (2) 1,000 - Other 316 216 Total accrued expenses and other current liabilities $ 22,439 $ 19,353 (1) See Note 13. Leases for additional information regarding the Company’s finance leases. (2) See Note 14. Commitments and Contingencies for additional information regarding the legal settlement. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 11. RELATED PARTY TRANSACTIONS Related party receivables The Company recorded related party receivables of approximately $ 0.2 million and $ 1.1 million , as of December 31, 2023 and 2022, respectively, representing additional expenses paid on behalf of the Data Center LLCs. Waiver, Lock-up and Board Observer Agreements On April 8, 2022, the Company entered into a waiver agreement with Bitfury Top HoldCo (the “Waiver Agreement”), pursuant to which the Company waived certain restrictions on transfer of Common Stock under (a) that certain Lock-up Agreement, dated as of August 26, 2021, by and between GWAC and Bitfury Top HoldCo and (b) those certain Lock-up Agreements, dated August 26, 2021, by and between GWAC and each of (i) I-B Goodworks, LLC, (ii) Magnetar Financial LLC, (iii) Mint Tower Capital Management B.V., (iv) Periscope Capital, Inc. and (v) Polar Asset Management Partners Inc., respectively (the stockholders contemplated by clauses (a)-(b), the “Stockholders”) imposing similar restrictions on the Stockholders (collectively, the “Lock-up Agreements” and each a “Lock-up Agreement”). The Waiver Agreement was negotiated and approved by an independent committee of the Board. The Waiver Agreement permits each Stockholder to (i) pledge or otherwise hypothecate the Lock-up Shares (as defined in the Lock-up Agreements) held by such Stockholder as of the date of the Waiver Agreement (the shares that are actually pledged or otherwise hypothecated, the “Pledged Shares”) as collateral or security in connection with any loan meeting certain criteria set forth in the Waiver Agreement and (ii) transfer the Pledged Shares upon foreclosure by such pledgee in accordance with the terms of the applicable pledge or hypothecation; provided that such waiver will only apply and be effective if certain conditions specified in the Waiver Agreement are satisfied or waived. Additionally, effective as of the date of consummation of any pledge or hypothecation, and solely in regard to any pledged shares, the Lock-up Period, as defined in the applicable Lock-up Agreement, was extended an additional three months to November 26, 2023. Furthermore, the Waiver Agreement provided for the cancellation of 2,890,173 shares of Common Stock held by Bitfury Top HoldCo and subject to the Lock-up Agreements as consideration for the $ 10.0 million deposit paid by the Company for Bitfury Top HoldCo mining rigs under the agreement dated October 11, 2021, for which no order confirmation was made . On April 8, 2022, the Company also entered into an observer agreement (the “Board Observer Agreement”) with Bitfury Holding and Bitfury Top HoldCo (together with Bitfury Holding, the “Investors”), which provides that the Investors have the right to designate a representative to serve as an observer of the Board and any committees thereof (subject to exceptions and limitations specified in the Board Observer Agreement). The Board Observer Agreement was negotiated and approved by an independent committee of the Board. Master Services and Supply Agreement On August 26, 2021 , Bitfury Top HoldCo and the Company entered into the Master Services and Supply Agreement. The initial term of the agreement is 84 months , with automatic 12-month renewals thereafter (unless either party provides sufficient notice of non-renewal). Pursuant to this agreement, the Company can request and Bitfury Top HoldCo is required to use commercially reasonable efforts to provide, or procure the provision of, certain equipment and/or services, such as construction, engineering and operations, in each case as may be required to launch and maintain the Company’s bitcoin mining data centers in the United States. As further described in Note 20, Subsequent Events , the Company and Bitfury Top HoldCo terminated the Master Services and Supply Agreement on February 28, 2024 for which no order confirmation was made. Purchase commitments, deposits on equipment and related party payables The Company entered into two agreements with Bitfury USA Inc. (“Bitfury USA”), made under, and as a part of, the Master Services and Supply Agreement to purchase BBACs. Additionally, Bitfury USA contracted with third-party vendors for the purchase of equipment and the receipt of services related to Cipher’s future mining operations. Pursuant to one of these arrangements between Bitfury USA and a third-party vendor, Paradigm Controls of Texas, LLC (“Paradigm”), the Company made payments directly to Paradigm in place of Bitfury USA, in respect of manufacturing services for BBACs, totaling approximately $ 5.8 million during the year ended December 31, 2023, and the Company’s obligations to Bitfury USA under the Master Services and Supply Agreement were reduced by the same amount. As of December 31, 2023, there were no remaining amounts due under the Master Services and Supply Agreement, and the agreement was terminated on February 28, 2024 . Refer to Note 20, Subsequent Events for more details on the termination. As of December 31, 2022, in relation to the Company assisting WindHQ with the liquidation of some of WindHQ’s bitcoin holdings, the Company had approximately $ 1.2 million of bitcoin and approximately $ 0.3 million of proceeds received, but not yet transferred to WindHQ, respectively, recorded in accounts payable, related party on its consolidated balance sheet. During the year ended December 31, 2023, all of the bitcoin held by the Company on behalf of WindHQ was liquidated and all proceeds received from the liquidation were forwarded to WindHQ, leaving no remaining amount payable to WindHQ in accounts payable, related party as of December 31, 2023 on the Company’s consolidated balance sheet. |
Asset Retirement Obligation
Asset Retirement Obligation | 12 Months Ended |
Dec. 31, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligation | NOTE 12. ASSET RETIREMENT OBLIGATION The following is a summary of the changes in the Company’s ARO (in thousands): Balance as of January 1, 2022 $ - Initial estimate of ARO liability 16,509 Accretion expense 173 Balance as of December 31, 2022 $ 16,682 Accretion expense 1,712 Balance as of December 31, 2023 $ 18,394 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | NOTE 13. LEASES Combined Luminant Lease Agreement The Company entered into a series of agreements with affiliates of Luminant, including the Lease Agreement dated June 29, 2021 , with amendment and restatement on July 9, 2021 (as amended and restated, the “Luminant Lease Agreement”). The Luminant Lease Agreement leases a plot of land to the Company for the data center, ancillary infrastructure and electrical system (the “Interconnection Electrical Facilities” or “substation”) of the Odessa Facility. The Company entered into the Luminant Lease Agreement and the Luminant Purchase and Sale Agreement to build the infrastructure necessary to support its Odessa Facility operations. The Company determined that the Luminant Lease Agreement and the Luminant Purchase and Sale Agreement should be combined for accounting purposes under ASC 842 (collectively, the “Combined Luminant Lease Agreement”) and that amounts exchanged under the combined contract should be allocated to the various components of the overall transaction based on relative fair values. The Company’s management determined that the Combined Luminant Lease Agreement contains two lease components; and the components should be accounted for together as a single lease component, because the effect of accounting for the land lease separately would be insignificant. Financing for use of the land and substation is provided by Luminant affiliates, with monthly installments of principal and interest due over a five-year period starting upon transfer of legal title of the substation to the Company (estimated total undiscounted principal payments of $ 15.0 million). The Combined Luminant Lease Agreement commenced on November 22, 2022 and has an initial term of five years , with renewal provisions that are aligned with the Luminant Power Agreement. At the end of the lease term for the Interconnection Electrical Facilities, the substation will be sold back to Luminant’s affiliate, Vistra Operations Company, LLC at a price to be determined based upon bids obtained in the secondary market. Black Pearl Lease Agreement The Company and its wholly-owned subsidiary, Cipher Black Pearl LLC (“Black Pearl”), entered into an agreement with Trinity Mining Group, Inc. (“Trinity”) on December 8, 2023 to assume a lease for a 70 acre plot of land in Winkler County, Texas, for the purpose of constructing a data center, and ancillary infrastructure to construct the Black Pearl Facility. The initial term of the lease is ten years , and includes four consecutive renewal options for ten year s each. Office headquarters lease The Company entered into an operating lease for office space located in New York. The lease has an initial term of 64 months, commencing on February 1, 2022 . The lease does not provide the Company with renewal options. Additional lease information Components of the Company’s lease expenses are as follows (in thousands): Years ended December 31, 2023 2022 Finance leases: Amortization of ROU assets (1) $ 3,110 $ 526 Interest on lease liability 1,940 137 Total finance lease expense 5,050 663 Operating leases: Operating lease expense $ 1,955 1,359 Variable lease cost - 103 Total operating lease expense 1,955 1,462 Total lease expense $ 7,005 $ 2,125 (1) Amortization of finance lease ROU asset is included within depreciation expense. The Company did no t incur any variable lease costs during the year ended December 31, 2023. Other information related to the Company’s leases is shown below (dollar amounts in thousands): Years ended December 31, 2023 2022 Operating cash flows - operating lease $ 1,655 $ 790 Right-of-use asset obtained in exchange for finance lease liabilities $ 14,212 $ 14,998 Right-of-use assets obtained in exchange for operating lease liabilities $ 2,812 $ 5,859 December 31, 2023 December 31, 2022 Weighted-average remaining lease term – finance lease (in years) 3.7 4.7 Weighted-average remaining lease term – operating lease (in years) 5.8 4.4 Weighted-average discount rate – finance lease 11.0 % 11.0 % Weighted-average discount rate – operating lease 10.0 % 10.9 % Finance lease ROU assets (1) $ 11,160 $ 14,471 (1) As of December 31, 2023 , the Company recorded accumulated amortization of $ 1.3 million for the finance lease ROU asset. Finance lease ROU assets are recorded within property and equipment, net on the Company’s consolidated balance sheets. As of December 31, 2023, future minimum lease payments during the next five years are as follows (in thousands): Finance Lease Operating Lease Total Year Ended December 31, 2024 $ 4,834 $ 1,829 $ 6,663 Year Ended December 31, 2025 4,834 3,383 8,217 Year Ended December 31, 2026 4,834 1,668 6,502 Year Ended December 31, 2027 3,223 699 3,922 Year Ended December 31, 2028 - - - Thereafter - 2,520 2,520 Total lease payments 17,725 10,099 27,824 Less present value discount ( 3,193 ) ( 2,653 ) ( 5,846 ) Total $ 14,532 $ 7,446 $ 21,978 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 14. COMMITMENTS AND CONTINGENCIES Litigation The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. Luminant Power Agreement On November 18, 2022, Luminant filed suit against CMTI in the 95 th District Court of Dallas County, Texas, asserting Texas state law claims for declaratory judgment and “money had and received”, seeking recoupment and return of money previously paid by Luminant to CMTI in connection with Luminant’s (and its affiliates’) construction and energization of Cipher’s bitcoin mining data center in Odessa, Texas. These prior payments were (i) the sum of $ 5.1 million paid to CMTI in September 2022 pursuant to a contractual provision requiring such payment in the parties’ written and executed August 25, 2022 Third Amendment to the Luminant Power Agreement, and (ii) the sum of $ 1.7 million also paid to CMTI in September 2022, as agreed by the parties, for electrical power sold by Luminant for CMTI’s benefit into the open market prior to the final energization of the Odessa Facility. Luminant contended that such payments were mistaken because, although voluntarily made by Luminant, they were not actually due under the terms of the Luminant Power Agreement, as amended. The Company filed its answer on January 17, 2023, denying any liability to Luminant. Cipher has not received payment from Luminant for electricity sold in the ERCOT market in September 2022 and October 2022. The Company established a $ 2.0 million accrual for the cost of resolving the claims in the second quarter of 2023, $ 1.0 million of which has been paid as of December 31, 2023. On July 11, 2023, the Company entered into an amendment of the payment schedule to the Luminant Purchase and Sale Agreement, reflecting monthly installments of principal and interest totaling $ 19.7 million on an undiscounted basis, due over the remaining four-year period starting in July 2023. On August 23, 2023, the Company settled the dispute with Luminant (the “Luminant Settlement”). In connection with the Luminant Settlement, the Company, through CMTI, entered into (i) a Fourth Amendment to the Power Purchase Agreement (the “Amended PPA”) with Luminant, which amended the Luminant Power Agreement and (ii) a Second Amendment to the Lease Agreement (the "Amended Lease") with an affiliate of Luminant, which amended the Luminant Lease Agreement. The Amended PPA, among other items, reduces the notice requirements that CMTI must satisfy in connection with changes to its energy consumption at the Odessa Facility and the Amended Lease provides that the initial term of the agreement shall end on July 31, 2027. Commitments In the normal course of business, the Company enters into contracts that contain a variety of indemnifications with its employees, licensors, suppliers and service providers. The Company's maximum exposure under these arrangements, if any, is unknown as of December 31, 2023. The Company does not anticipate recognizing any significant losses relating to these arrangements. Bitmain miner purchase agreements On October 4, 2023, the Company entered into an agreement with Bitmain to purchase 1.2 EH/s worth of Bitmain’s new HASH Super Computing Servers (Antminer S21-200.0T model) for a total purchase price $ 16.8 million in cash after applying coupons. On December 18, 2023, the Company entered into a second agreement with Bitmain to purchase 37,396 Antminer T21 miners to be delivered in the first half of 2025. Refer to Note 6. Deposits on Equipment for more details on these agreements. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | NOTE 15. STOCKHOLDERS’ EQUITY As of December 31, 2023 , 510,000,000 shares with a par value of $ 0.001 per share are authorized, of which, 500,000,000 shares are designated as Common Stock and 10,000,000 shares are designated as Preferred Stock. Common Stock Holders of each share of Common Stock are entitled to dividends when, as and if declared by the Board. As of the issuance of these consolidated financial statements, the Company had not declared any dividends. The holder of each share of Common Stock is entitled to one vote . The voting, dividend, liquidation and other rights and powers of the Common Stock are subject to and qualified by the rights, powers and preferences of any outstanding series of Preferred Stock, for which there currently are none outstanding. The Company repurchased 1,775,327 shares and 691,088 shares of its Common Stock related to tax withholding settlements for RSUs that vested during the year ended December 31, 2023 and December 31, 2022, respectively. As disclosed above in Note 6, Deposits on Equipment , and Note 11, Related Party Transactions , on April 8, 2022, the Company accepted the return of 2,890,173 shares of its Common Stock held by Bitfury Top HoldCo as consideration for the $ 10.0 million deposit paid to Bitfury Top HoldCo for mining rigs under the agreement dated October 11, 2021. The returned shares were cancelled by the Company upon their return. Shelf Registration and At-The-Market Offering Agreement On September 21, 2022, the Company filed with the SEC a shelf registration statement on Form S-3, which was declared effective on October 6, 2022 (the “Registration Statement”). The Registration Statement covers: (i) the offer and sale by the Company, from time to time in one or more offerings, securities having an aggregate public offering price of up to $ 500.0 million, (ii) the offer and sale from time to time by the selling securityholders identified therein of up to 23,265,565 shares of Common Stock and the offer and sale from time to time by the selling securityholders of up to 85,500 of the Company’s warrants and (iii) the offer and sale of (A) up to 8,499,978 shares of Common Stock that are issuable by the Company upon the exercise of 8,499,978 public warrants that were previously registered and (B) up to 114,000 shares of Common Stock that are issuable by the Company upon the exercise of 114,000 private placement warrants. In connection with the filing of the Registration Statement, the Company also entered into the Sales Agreement with H.C. Wainwright & Co., LLC as the Agent, under which the Company may, from time to time, sell shares of its Common Stock having an aggregate offering price of up to $ 250.0 million in “at-the-market” offerings through the Agent, which is included in the $ 500.0 million of securities that may be offered pursuant to the Registration Statement. Sales of the shares of Common Stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent. Pursuant to the Sales Agreement, the Company will pay the Agent a commission of up to 3.0 % of the gross proceeds from the sale of any shares of Common Stock under the Sales Agreement. The Company is not obligated to make any sales of shares of its Common Stock under the Sales Agreement. As of December 31, 2023, the Company received gross proceeds on sales of 37,433,923 shares of Common Stock under the Prior Sales Agreement and the Sales Agreement of approximately $ 135.8 million at a weighted average price of $ 3.79 . |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 16. WARRANTS The Company assumed the Public and Private Placement Warrants, as mentioned above in Note 2, Summary of Significant Accounting Policies , upon consummation of the Business Combination. The Public and Private Placement Warrants entitle the holder to purchase one share of Common Stock at an exercise price of $ 11.50 per share, subject to adjustment. There were 8,499,980 Public Warrants and 114,000 Private Placement Warrants outstanding as of December 31, 2023 and December 31, 2022. The exercise price and number of shares of Common Stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of Common Stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. Public Warrants The Public Warrants are exercisable, provided in each case that the Company has an effective registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to such shares of Common Stock is available (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares of Common Stock are registered, qualified or exempt from registration under the securities or blue sky laws of the state of residence of the holder. The Public Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Company may redeem the outstanding warrants (except as described below with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $ 0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; • if, and only if, the closing price of Common Stock equals or exceeds $ 18.00 per share (as adjusted for share splits, stock capitalizations, reorganizations, recapitalizations and the like), for any 20 trading days within a 30 -trading day period ending three trading days before the Company sends notice of redemption to warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Private Placement Warrants The Private Placement Warrants have terms and provisions that are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Common Stock issuable upon the exercise of the Private Placement Warrants did not become transferable, assignable or salable until September 27, 2021, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | NOTE 17. SHARE-BASED COMPENSATION The Cipher Mining Inc. 2021 Incentive Award Plan (the “Incentive Award Plan”) provides for the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, RSUs and other stock or cash-based awards to employees, consultants and directors. Upon vesting of an award, the Company may either issue new shares or reissue treasury shares. Initially, up to 19,869,312 shares of Common Stock were available for issuance under awards granted pursuant to the Incentive Award Plan. In addition, the number of shares of Common Stock available for issuance under the Incentive Equity Plan is increased on January 1 of each calendar year beginning in 2022 and ending in 2031 by an amount equal to the lesser of (a) three percent ( 3 %) of the total number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares determined by the Board. On January 1, 2023 and 2022, this resulted in increases of 7,426,559 shares and 7,478,382 shares, respectively, of Common Stock available for issuance under the Incentive Award Plan. However, as of December 31, 2023, 5,833,744 shares of Common Stock were available for issuance under the Incentive Award Plan. The Company recognized total share-based compensation in general and administrative expenses on the consolidated statements of operations for the following categories of awards as follows (in thousands): Years ended December 31, 2023 2022 Service-based RSUs $ 24,936 $ 27,952 Performance-based RSUs 12,630 13,552 Common stock, fully-vested 904 - Total share-based compensation expense $ 38,470 $ 41,504 Service-Based RSUs A summary of the Company's unvested Service-Based RSU activity for the year ended December 31, 2023 is shown below: Number of Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2023 14,441,044 $ 3.96 Granted 7,549,105 $ 2.31 Vested ( 4,942,907 ) $ 3.97 Unvested at December 31, 2023 17,047,242 $ 3.23 There was approximately $ 21.0 million of unrecognized compensation expense related to unvested Service-Based RSUs, which is expected to be recognized over a weighted-average vesting period of approximately 1.3 years. On November 10, 2021, the Board approved grants of RSUs under the Incentive Award Plan to the Company's Chief Executive Officer (“CEO”), as well as to directors, which grants were effective November 17, 2021. The RSUs awarded to the directors and a grant of 5,676,946 RSUs made to the CEO were fully vested upon grant on November 17, 2021. Additionally, effective November 17, 2021, the CEO received an additional grant of 7,096,183 RSUs, 2,838,473 of which were Service-Based RSUs and 4,257,710 of which were Performance-Based RSUs (discussed further below). If not fully-vested upon grant, Service-Based RSUs awarded by the Company generally vest in equal installments on the first four anniversaries of the vesting commencement date as determined by the Board, which will generally coincide with the timing when the employee or consultant began to provide services to the Company, and which may precede the grant date. Vesting is subject to the award recipient's continuous service on the applicable vesting date; provided, that if the award recipient's employment is terminated by the Company without “cause”, by award recipient for “good reason” (if applicable, as such term or similar term may be defined in any employment, consulting or similar service agreement between award recipient and the Company) or due to award recipient’s death or permanent disability, all unvested Service-Based RSUs will vest in full. In addition, in the event of a change in control, any unvested Service-Based RSUs will vest subject to the award recipient’s continuous service to the Company through such change in control. In addition, if the Company achieves a $ 10 billion market capitalization milestone (described further below) and the CEO remains in continuous service through such achievement, any then-unvested Service-Based RSUs awarded to the CEO will also vest. Performance-Based RSUs There was no new activity for unvested Performance-Based RSUs during the year ended December 31, 2023. There were 4,257,710 unvested Performance-Based RSUs at a weighted average grant date fair value of $ 7.76 as of both December 31, 2023 and 2022. There was approximately $ 5.2 million of unrecognized compensation expense related to unvested Performance-Based RSUs, which is expected to be recognized over a remaining weighted average vesting period of approximately 0.5 years. One-third of the outstanding Performance-Based RSUs will vest upon the Company achieving a market capitalization equal to or exceeding $ 5 billion, $ 7.5 billion and $ 10 billion, in each case over a 30-day lookback period and subject to the CEO’s continuous service through the end of the applicable 30-day period. In the event of a change in control and CEO’s continuous service through such change in control, the per share price (plus the per share value of any other consideration) received by the Company’s stockholders in such change in control will be used to determine whether any of the market capitalization milestones are achieved (without regard to the 30-day lookback period). Any Performance-Based RSUs that do not vest prior to the CEO’s termination of service or, if earlier, in connection with a change in control will be forfeited for no consideration. Weighted average assumptions used in the November 17, 2021 Monte Carlo valuation model for Performance-Based RSUs awarded on that date were as follows: Risk-free interest rate 1.60 % Remaining term (in years) 10.0 Expected volatility 96.1 % Expected dividend yield 0 % |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 18. FAIR VALUE MEASUREMENTS The Company’s financial assets and liabilities subject to fair value measurement on a recurring basis and the level of inputs used for such measurements were as follows as of the dates indicated (in thousands): Fair Value Measured as of December 31, 2023 Level 1 Level 2 Level 3 Total Assets included in: Cash and cash equivalents Money market securities $ 65,945 $ - $ - $ 65,945 Bitcoin $ 32,978 $ - $ - 32,978 Accounts receivable 622 - - 622 Derivative asset - - 93,591 93,591 $ 99,545 $ - $ 93,591 $ 193,136 Liabilities included in: Warrant liability $ - $ - $ 250 $ 250 $ - $ - $ 250 $ 250 Fair Value Measured as of December 31, 2022 Level 1 Level 2 Level 3 Total Assets included in: Cash and cash equivalents Money market securities $ 10,943 $ - $ - $ 10,943 Bitcoin $ 6,512 $ - $ - 6,512 Accounts receivable 98 - - 98 Derivative asset - - 66,702 66,702 $ 17,553 $ - $ 66,702 $ 84,255 Liabilities included in: Warrant liability $ - $ - $ 7 $ 7 $ - $ - $ 7 $ 7 There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the years ended December 31, 2023 and December 31, 2022. Level 3 asset On July 1, 2022, the Company recorded a derivative asset, divided between current and noncurrent assets, on its consolidated balance sheet related to the Luminant Power Agreement as this is when both the quantities of electricity demand were known and penalties for nonperformance under the Luminant Power Agreement became enforceable, with an offsetting amount recorded to change in the fair value of derivative asset in operating loss on the consolidated statements of operations. Subsequent changes in fair value are also recorded to change in fair value of derivative asset in operating loss. The Luminant Power Agreement was not designated as a hedging instrument. The estimated fair value of the Company’s derivative asset was derived from Level 2 and Level 3 inputs (i.e., unobservable inputs) due to a lack of quoted prices for similar type assets and as such, is classified in Level 3 of the fair value hierarchy. Specifically, the discounted cash flow estimation models contain quoted spot and forward prices for electricity, as well as estimated usage rates consistent with the terms of the Luminant Power Agreement, the initial term of which is five years . The valuations performed by the third-party valuation firm engaged by the Company utilized pre-tax discount rates of 6.11 % and 6.83 % as of December 31, 2023 and December 31, 2022, respectively, and include observable market inputs, but also include unobservable inputs based on qualitative judgment related to company-specific risk factors. Unrealized gains associated with the derivative asset within the Level 3 category include changes in fair value that were attributable to amendments to the Luminant Power Agreement, changes to the quoted forward electricity rates, as well as unobservable inputs (e.g., changes in estimated usage rates and discount rate assumptions). The following table presents the changes in the estimated fair value of the derivative asset measured using significant unobservable inputs (Level 3) for the year ended December 31, 2023 (amounts in thousands): Balance as of January 1, 2022 $ - Fair value on derivative asset effective date 83,610 Proceeds from reduction of scheduled power ( 5,056 ) Change in fair value ( 11,852 ) Balance as of December 31, 2022 66,702 Change in fair value 26,889 Balance as of December 31, 2023 $ 93,591 Pursuant to the August 26, 2022 amendment to the Luminant Power Agreement, the Company and Luminant agreed to reduce Luminant’s obligation to provide specific amounts of scheduled power over upcoming months and, in exchange for the reduction in scheduled power supply by Luminant and as consideration for the modification to the ramp up schedule under the Luminant Power Agreement, Luminant paid the Company $ 5.1 million. The Company’s management determined that this did not represent a freestanding instrument to be assessed separately from the Luminant Power Agreement and, as such, the Company reduced the derivative asset by the amount received from Luminant as shown in the table above. Additionally, as discussed above in Note 4, Derivative , the Company, through Luminant, sold electricity in the ERCOT market prior to bitcoin mining operations beginning at the Odessa Facility, resulting in $ 1.7 million recorded to change in fair value of derivative asset in the consolidated statements of operations during the year ended December 31, 2022. For the year ended December 31, 2023, there was a change of $ 26.8 million in Level 3 assets measured at fair value. Level 3 liability The Company’s Private Placement Warrants are its only liability classified within Level 3 of the fair value hierarchy because the fair value is based on significant inputs that are unobservable in the market. The valuation of the Private Placement Warrants uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. The Company engaged a valuation firm to determine the fair value of the Private Placement Warrants using a Black-Scholes option-pricing model and the quoted price of Common Stock. The following table presents significant assumptions utilized in the valuations of the Private Placement Warrants as of the dates indicated: December 31, 2023 December 31, 2022 Risk-free rate 4.00 % 4.06 % Dividend yield rate 0.00 % 0.00 % Volatility 124.0 % 90.0 % Contractual term (in years) 2.7 3.7 Exercise price $ 11.50 $ 11.50 The following table presents changes in the estimated fair value of the Private Placement Warrants (amounts in thousands): Balance as of January 1, 2022 $ 137 Change in fair value ( 130 ) Balance as of December 31, 2022 $ 7 Change in fair value 243 Balance as of December 31, 2023 $ 250 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 19. INCOME TAXES For the years ended December 31, 2023, and 2022, the Company recorded a deferred tax expense related to an increase in deferred tax liabilities associated with derivatives and joint venture instruments (refer to “Note 7. Investment In Equity Investees” for more details on the Company’s joint ventures). Current income taxes are based upon the current period’s income taxable for federal and state tax reporting purposes. Deferred income taxes (benefits) are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes. Deferred tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income, and net operating loss (“NOL”) carryforwards. The components of the Company’s income tax provision are listed below (in thousands): Year Ended Year Ended December 31, 2023 December 31, 2022 Current: State $ 201 $ - Total current 201 - Deferred: Federal $ 3,366 $ 1,840 Total deferred 3,366 1,840 Income tax provision $ 3,567 $ 1,840 A reconciliation of the expected tax computed at the U.S. statutory federal income tax rate to the total expense for income taxes is shown below: Year Ended Year Ended December 31, 2023 December 31, 2022 Income tax benefit at federal statutory rate 21.0 % 21.0 % State taxes, net of federal benefit ( 0.7 )% 0.0 % 162m limitations ( 5.3 )% ( 1.9 )% Stock compensation ( 30.3 )% ( 14.1 )% Permanent differences ( 0.5 )% 0.1 % Difference and changes in tax rates 0.0 % ( 0.8 )% RTP and other ( 16.2 )% 1.4 % Change in valuation allowance 16.1 % ( 10.6 )% Income tax provision ( 15.9 )% ( 4.9 )% Significant components of the Company’s deferred tax assets and liabilities were as follows: December 31, 2023 December 31, 2022 Deferred tax assets: Net operating loss carryforwards $ 27,075 $ 10,253 Share-based compensation 2,109 3,097 Accruals and other temporary differences 2,317 115 Intangible assets 3,762 4,002 Lease liability 4,622 4,267 Joint venture investments - 6,612 Bitcoin holdings - 308 Gross deferred tax assets 39,885 28,654 Valuation allowance ( 8,520 ) ( 12,173 ) Net deferred tax assets 31,365 16,481 Deferred tax liabilities: Right-of-use asset ( 3,835 ) ( 4,107 ) Derivatives ( 19,669 ) ( 14,007 ) Joint venture investments ( 11,268 ) - Bitcoin holdings ( 434 ) - Property and equipment, net ( 1,365 ) ( 207 ) Gross deferred tax liabilities ( 36,571 ) ( 18,321 ) Net deferred tax liabilities $ ( 5,206 ) $ ( 1,840 ) As required by ASC 740, management of the Company has evaluated the evidence bearing upon the realizability of its deferred tax assets. Based on the weight of available evidence, both positive and negative, management has determined that it is more likely than not that the Company will not realize the benefits of these assets. Accordingly, the Company recorded a valuation allowance of $ 8.5 million as of December 31, 2023 . The valuation allowance decreased by $ 3.7 million during the year ended December 31, 2023, primarily as a result of the increase in NOL carryforwards generated in the current period. As of December 31, 2023 , the Company had federal, and state and local NOL carryforwards of approximately $ 124.1 million and $ 19.9 million, respectively. The federal NOL carryforwards do not expire, but the state and local NOL carryforwards expire if not utilized prior to 2042 . Utilization of the U.S. federal and state NOL carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income and tax liabilities, respectively. The Company has not completed a study to assess whether a change of ownership has occurred, or whether there have been multiple ownership changes since its formation, due to the significant cost and complexity associated with such a study. Any limitation may result in expiration of a portion of the NOL carryforwards before utilization. Further, until a study is completed by the Company and any limitation is known, no amounts are being presented as an uncertain tax position. At December 31, 2023 and December 31, 2022 , the Company did not have any significant uncertain tax positions. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. The Company had no accrued interest or penalties related to uncertain tax positions in either period. The Company does not anticipate a material change to unrecognized tax benefits in the next twelve months. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NO TE 20. SUBSEQUENT EVENTS The following items occurred subsequent to December 31, 2023. RSU activity On January 1, 2024, 1,748,926 of the Company's outstanding Service-Based RSUs awarded to employees and consultants vested and 737,513 of those shares were repurchased by the Company for tax withholdings owed by the employees. The repurchased shares were recognized in treasury stock on the consolidated balance sheet following the repurchase. Bitfury Distribution On February 26, 2024, as part of its previously disclosed plan, Bitfury Top HoldCo announced the distribution of 107,304,200 shares of the Company’s common stock to Bitfury Group’s shareholders and affiliates. As a result of this transaction, Bitfury Group and its affiliates own 40 % of the Company’s outstanding shares as of March 4, 2024. The Company is no longer a “controlled company” within the meaning of Nasdaq listing rules as no individual record holder will control over 50 % of the Company’s voting power. Master Services and Supply Agreement On August 26, 2021, Bitfury Top HoldCo and the Company entered into the Master Services and Supply Agreement. See Note 10, Related Party Transactions , for more information on the Master Services and Supply Agreement. The parties terminated the Master Services and Supply Agreement on February 28, 2024 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of presentation and principles of consolidation The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) as determined by the FASB and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). The Merger was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, GWAC was treated as the acquired company and CMTI was treated as the acquirer for financial statement reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of CMTI issuing stock for the net assets of GWAC, accompanied by a recapitalization. The net assets of GWAC are stated at historical cost, with no goodwill or other intangible assets recorded, see Note 1, Organization and Business . CMTI was determined to be the accounting acquirer based on an evaluation of the following facts and circumstances: • CMTI’s existing shareholder has the greatest voting interest in the Company; • the majority of the members of the board of directors of the Company (“Board”) are primarily composed of individuals associated with CMTI; • CMTI’s senior management is the senior management of the Company; and • CMTI’s operations prior to the Reverse Recapitalization comprise the only ongoing operations of the Company after the consummation of the Business Combination. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of CMTI. The shares and corresponding capital amounts and losses per share prior to the Business Combination have been retroactively restated based on shares reflecting the exchange ratio established in the Business Combination, see Note 1, Organization and Business . The consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All intercompany transactions and balances have been eliminated. Certain reclassifications have been made to the prior periods’ consolidated financial statements in order to conform to the current period presentation. Such reclassifications are immaterial, individually and in the aggregate, to both current and all previously issued financial statements taken as a whole. Effective for the year ended December 31, 2023, the Company reclassified $ 0.6 million of capitalized software previously included in Property and equipment, net into Intangible assets, net. |
Emerging Growth Company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates inherent in the preparation of the Company’s consolidated financial statements include, but are not limited to, those related to equity instruments issued in share-based compensation arrangements, valuations of its derivative asset and warrant liability, useful lives of property and equipment, the asset retirement obligation and the valuation allowance associated with the Company’s deferred tax assets, among others. Making estimates req uires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. The Company’s cash equivalents consist of funds held in money market accounts. The Company had $ 86.1 million and $ 11.9 million in cash equivalents as of December 31, 2023 and 2022 , respectively. |
Concentrations of Credit Risk | Concentrations of credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. Periodically, the Company maintains deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on these deposits. |
Accounts Receivable | Accounts receivable The Company’s accounts receivable balance consists of amounts due from its only customer, a mining pool operator. Amounts recorded in accounts receivable as of December 31, 2023 consist of the block rewards and transaction fees earned the last day (last contract period) of the year, but not yet received from the mining pool operator. No allowance was recorded as of December 31, 2023 . |
Fair Value of Financial Instruments | Fair value of financial instruments The Company’s financial assets and liabilities are accounted for in accordance with ASC 820, Fair Value Measurement (“ASC 820”), which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels: Level 1 – Observable inputs, such as quoted prices in active markets for identical assets and liabilities. Level 2 – Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the instrument’s anticipated life. Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying values reported in the Company’s consolidated balance sheets for cash (excluding cash equivalents which are recorded at fair value on a recurring basis), accounts payable and accrued expenses and other current liabilities are reasonable estimates of their fair values due to the short-term nature of these items. As of December 31, 2023, the Company had an embedded derivative asset in the accounts receivable recorded for the amount of block rewards and transaction fees earned the last day (last contract period) of the year. The derivative asset is classified within Level 1 of the fair value hierarchy because fair value is based on quoted prices in an active market. Changes in fair value of the derivative asset are presented within operating expense (income) in the consolidated statement of operations. Refer to Note 16, Fair Value Measurements , for further information about the Level 3 asset and liability rollforwards of activity and Level 3 inputs. |
Bitcoin | Bitcoin Bitcoin are included in current assets on the consolidated balance sheets. Bitcoin that are temporarily held for the Company’s joint venture partner are included in prepaid and other current assets on the consolidated balance sheet. Bitcoin received through the Company’s wholly-owned mining activities are accounted for in connection with the Company’s revenue recognition policy. Bitcoin awarded to the Company as distributions-in-kind from equity investees are accounted for in accordance with ASC 845, Nonmonetary Transactions , and recorded at fair value upon receipt. For the year ended December 31, 2023, bitcoin held by the Company are accounted for as intangible assets under ASC 350-60, Crypto Assets, issued by the FASB in December 2023. Intangible assets under the scope of this subtopic are measured at fair value on the Company’s consolidated balance sheet. The Company determines the fair value of its bitcoin on a nonrecurring basis in accordance with ASC 820 based on quoted prices on the active trading platform that the Company has determined is its principal market for bitcoin (Level 1 inputs). The Company recognized fair value adjustments of $ 11.0 million on its bitcoin holdings during the year ended December 31, 2023. Prior to the adoption of ASU 2023-08, bitcoin was accounted for as an intangible asset subject to impairment. Upon adoption of ASC 350-60 on January 1, 2023, the company recorded an opening adjustment to retained earnings of $ 0.2 million. Bitcoin awarded to the Company through its mining activities are included as an adjustment to reconcile net loss to cash used in operating activities on the consolidated statements of cash flows. Proceeds from sales of bitcoin are included within cash flows from operating activities on the consolidated statements of cash flows to the extent bitcoin are sold within seven days of being awarded, and investing cash flows if sold after that period. Any realized gains or losses from such sales are included in costs and operating expenses (income) on the consolidated statements of operations. The receipt of bitcoin as distributions-in-kind from equity investees are included within investing activities on the consolidated statements of cash flows. Bitcoin are sold on a first-in-first-out (“FIFO”) basis. |
Property and Equipment, Net | Property and equipment, net Property and equipment consists primarily of miners and mining equipment, leasehold improvements and construction-in-progress at the Odessa Facility and is stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, which ranges from three to seven years . Leasehold improvements include capitalized asset retirement costs (see the related Asset Retirement Obligation policy below) and the substation right-of-use asset (further discussed in Note 13, Leases) , both of which are amortized over the estimated useful life of the related assets. All other leasehold improvements are depreciated over the lesser of the estimated useful life of the asset or the remaining life of the related lease. Costs of maintenance, repairs and minor replacements are expensed when incurred. Construction-in-progress is comprised of assets which have not been placed into service and is not depreciated until the related assets or improvements are ready to be placed into service. The estimated useful lives for all property and equipment are as follows: Useful lives Office and computer equipment 3 Autos 5 Leasehold improvements 5 Miners and mining equipment 5 Furniture and fixtures 7 Intangible assets, net Intangible assets, net primarily includes strategic contracts acquired as part of asset acquisitions and relate to certain regulatory approvals related to our mining operations. Intangible assets also includes capitalized software, which consists of consulting costs related to development of internal-use software. Intangible assets are presented net of the associated accumulated amortization. The Company accounts for the costs of software developed for internal use by capitalizing costs incurred during the application development stage to property and equipment, net on its consolidated balance sheets. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. The Company plans to amortize the capitalized costs of internal-use software on a straight-line basis over the estimated useful life of the asset, which is expected to be three years. The Company will recognize the amortization of software in depreciation expense on the consolidated statements of operations once the software is technologically feasible. The estimated useful lives for all intangible assets are as follows: Useful lives Strategic contract 20 Software 3 |
Intangible Assets, Net | Intangible assets, net Intangible assets, net primarily includes strategic contracts acquired as part of asset acquisitions and relate to certain regulatory approvals related to our mining operations. Intangible assets also includes capitalized software, which consists of consulting costs related to development of internal-use software. Intangible assets are presented net of the associated accumulated amortization. The Company accounts for the costs of software developed for internal use by capitalizing costs incurred during the application development stage to property and equipment, net on its consolidated balance sheets. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. The Company plans to amortize the capitalized costs of internal-use software on a straight-line basis over the estimated useful life of the asset, which is expected to be three years. The Company will recognize the amortization of software in depreciation expense on the consolidated statements of operations once the software is technologically feasible. The estimated useful lives for all intangible assets are as follows: Useful lives Strategic contract 20 Software 3 |
Impairment of Long-lived Assets | Impairment of long-lived assets Management reviews long-lived assets, including leases and investments, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset, asset group or investment may not be recoverable. Recoverability of assets to be held and used are measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. Because the impairment test for long-lived assets held in use is based on estimated undiscounted cash flows, there may be instances where an asset or asset group is not considered impaired, even when its fair value may be less than its carrying value, because the asset or asset group is recoverable based on the cash flows to be generated over the estimated life of the asset or asset group. 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. There was no indication that the Company’s long-lived assets might be impaired as of December 31, 2023 . |
Investment in Equity Investees | Investment in equity investees The Company accounts for investments using the equity method of accounting if the investments provide the Company the ability to exercise significant influence, but not control, over its investees. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of an investee of between 20 percent and 50 percent, or an ownership interest greater than three to five percent in certain partnerships, unincorporated joint ventures and limited liability companies, although other factors are considered in determining whether the equity method of accounting is appropriate. Under this method, an investment in the common stock of an investee (including a joint venture) shall be initially measured and recorded at cost; however, an investor shall initially measure at fair value an investment in the common stock of an investee (including a joint venture) recognized upon the derecognition of a distinct nonfinancial asset at the time that control over the distinct nonfinancial asset is transferred to the equity investee, such as that which occurs upon the transfer of miners and mining equipment to a joint venture from the Company. The Company’s investments are subsequently adjusted to recognize its share of net income or losses as they occur. The Company also adjusts its investment upon receipt of bitcoin from an equity investee, which is accounted for as a distribution-in-kind that is measured as of time of receipt. The Company’s share of investees’ earnings or losses is recorded, net of taxes, within equity in losses of equity investees on the Company’s consolidated statement of operations. Additionally, the Company’s interest in the net assets of its equity method investees is reflected on its consolidated balance sheet. If, upon the Company’s contribution of nonfinancial assets to a joint venture, there is any difference between the cost of the investment and the amount of the underlying equity in the net assets of the investee, the difference is required to be accounted for as if the investee were a consolidated subsidiary. If the difference is assigned to depreciable or amortizable assets or liabilities, then the difference should be amortized or accreted in connection with the equity earnings based on the Company’s proportionate share of the investee’s net income or loss. If the Company is unable to relate the difference to specific accounts of the investee, the difference should be considered goodwill. The Company considers whether the fair value of its equity method investments have declined below their carrying values whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If the Company considered any such decline to be other than temporary (based on various factors, including historical financial results, success of the mining operations and the overall health of the investee’s industry), then the Company would record a write-down to the estimated fair value. |
Deferred Investment Costs | Deferred investment costs Deferred investment costs consist of legal fees incurred through the balance sheet date that were directly related to the formation of a joint venture and which were capitalized as part of the Company’s total investment in the joint venture upon consummation of the joint venture agreement, see Note 7, Investment in Equity Investees . |
Asset Retirement Obligation | Asset retirement obligation Asset retirement obligations relate to the legal obligations associated with the retirement of long-lived assets that result from the construction, development and/or normal operation of a long-lived asset. The Company currently has one asset retirement obligation (“ARO”) related to the construction of the data center and installation of the related electrical infrastructure at the Odessa Facility. ASC 410, Asset Retirement and Environmental Obligations (“ASC 410”) requires an entity to record the fair value of a liability for an ARO in the period in which it is incurred if a reasonable estimate of fair value can be made. Due to the long lead time involved until decommissioning activities occur, the Company uses a present value technique to estimate the liability. A liability for the fair value of the ARO based on the expected present value of estimated future decommissioning costs with a corresponding increase to the carrying value of the related long-lived asset (leasehold improvements) was recorded upon commencement of the lease in November 2022. The estimated capitalized asset retirement costs are depreciated using the straight-line method over the estimated remaining useful life of the related long-lived asset, with such depreciation included in depreciation expense in the consolidated statements of operations. The ARO is accreted based on the original discount rate and is recognized as an increase in the carrying amount of the liability and a charge to accretion expense, which is included in depreciation expense in the consolidated statements of operations. Annually, or more frequently if an event occurs that would dictate a change in assumptions or estimates underlying the obligation, the Company reassesses its ARO to determine whether any revisions to the obligation are necessary. Revisions to the estimated ARO for items such as (i) new liabilities incurred, (ii) liabilities settled during the period and (iii) revisions to estimated future cash flow requirements (if any), will result in adjustments to the related capitalized asset and corresponding liability. In order to determine the fair value of the ARO, the Company’s management made certain estimates and assumptions including, among other things, projected cash flows, the borrowing interest rate and an assessment of market conditions that could significantly impact the estimated fair value. These estimates and assumptions are subjective. See additional information regarding the ARO in Note 12, Asset Retirement Obligation . |
Leases | Leases The Company accounts for leases in accordance with ASC 842, Leases (“ASC 842”). Accordingly, the Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company’s use by the lessor. The Company’s assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations over the lease term. For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding right-of-use (“ROU”) asset equal to the initial lease liability is also recorded, adjusted for any accrued or prepaid rents and/or unamortized initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company generally uses its incremental borrowing rate, determined based on information available at lease commencement, if rates implicit in its leasing arrangements are not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease. ROU assets will be reviewed for impairment, consistent with other long-lived assets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as depreciation expense and interest expense using the interest method of recognition. For leases with a term of 12 months or less, any fixed payments are recognized on a straight-line basis over the lease term and are not recognized on the Company’s consolidated balance sheet as an accounting policy election. Leases qualifying for the short-term lease exception are insignificant. Variable lease costs are expensed as incurred and are not included in the measurement of ROU assets and lease liabilities. ASC 842 provides practical expedients for an entity’s ongoing accounting. The Company elected the practical expedient not to separate lease and non-lease components for all leases, which means all consideration that is fixed, or in-substance fixed, relating to the non-lease components will be captured as part of the Company’s lease components for balance sheet purposes. |
Common Stock Warrants | Common stock warrants Upon the consummation of the Business Combination, the Company assumed common stock warrants that were originally issued in GWAC’s initial public offering (the “Public Warrants”), as well as warrants that were issued in a private placement that closed concurrently with GWAC’s initial public offering (the “Private Placement Warrants”). See Note 16, Warrants for additional information on the Public Warrants and Private Placement Warrants. The Company is capitalized as a single class of common stock, accordingly, a qualifying cash tender offer of more than 50 % of the Common Stock will always result in a change-in-control, and in accordance with ASC 815-40-55-3, this would not preclude permanent equity classification of the Public Warrants; therefore, the Public Warrants are equity classified. The Private Placement Warrants are accounted for as a liability under ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity , as they are a freestanding financial instrument that require the Company to transfer assets upon exercise. The Company recorded the Private Placement Warrants as a liability in the consolidated balance sheet at fair value on the Closing Date, with subsequent changes in fair value recognized in the change in fair value of warrant liability within the consolidated statements of operations. The Private Placement Warrants were valued using a Black-Scholes option-pricing model as described in Note 18, Fair Value Measurements . |
Treasury Stock | Treasury stock Treasury share purchases obtained through share withholdings for taxes are recorded at par value. |
Revenue Recognition | Revenue recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (“ASC 606”). 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 standalone selling price is the price at which the Company would sell a promised service separately to a customer. The relative selling price for each performance obligation is estimated using observable objective evidence if it is available. If observable objective evidence is not available, the Company uses its best estimate of the selling price for the promised service. In instances where the Company does not sell a service separately, establishing standalone selling price requires significant judgment. The Company estimates the standalone selling price by considering available information, prioritizing observable inputs such as historical sales, internally approved pricing guidelines and objectives, and the underlying cost of delivering the performance obligation. 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. Management judgment is required when determining the following: when variable consideration is no longer probable of significant reversal (and hence can be included in revenue); whether certain revenue should be presented gross or net of certain related costs; when a promised service transfers to the customer; and the applicable method of measuring progress for services transferred to the customer over time. The Company entered into a bitcoin mining pool by executing a contract, as amended from time to time, with a mining pool operator to provide computing power to the mining pool. Specifically, in November 2022, the Company entered into a mining pool contract with Foundry USA Pool (“Foundry”). Providing computing power to a mining pool operator for the purpose of cryptocurrency transaction verification is an output of the Company’s ordinary activities. The contract is terminable at any time by either party with no substantive termination penalty. The Company’s enforceable right to compensation begins when, and lasts for as long as, the Company provides computing power to the mining pool operator; the Company’s performance obligation extends over the contract term given the Company’s continuous provision of hashrate. This period of time corresponds with the period of service for which the mining pool operator determines compensation due the Company. Given cancellation terms of the contract, and the Company’s customary business practice, the contract effectively provides the Company with the option to renew for successive contract terms of 24 hours. The options to renew are not material rights because they are offered at the standalone selling price of computing power. The Company elected the optional exemption to not disclose the transaction price allocated to remaining performance obligations that are part of a contract that has an original expected duration of one year or less. The provision of computing power in accordance with the mining pool operator’s terms of service is the only performance obligation in the Company’s contract with the mining pool operator, its customer. In exchange for providing computing power pursuant to Foundry’s terms of service, the Company is entitled to noncash consideration in the form of bitcoin, measured under the Full Pay Per Share (“FPPS”) approach. Under the FPPS approach, the Company is entitled to a fractional share of the fixed bitcoin award from the mining pool operator (referred to as a “block reward”) and potentially transaction fees generated from (paid by) blockchain users and distributed (paid out) to individual miners by the mining pool operator. The Company’s fractional share of the block reward 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, over the contract term. The Company is entitled to its relative share of consideration even if a block is not successfully placed. In other words, the Company receives consideration once after the end of each 24-hour contract period, regardless of whether the pool successfully places a block. The Company proportionate share of transaction fees is based on the Company’s contributed share of hashrate as a percentage of total network hashrate during the contract term. The mining pool operator calculates block rewards under the FPPS approach described above and may charge a pool fee for maintenance of the pool that reduces the amount of block rewards to which the Company is entitled. Foundry did not claim a fee for any block rewards earned by the Company in 2023. After every 24-hour contract term, the Company receives a payout and the pool transfers the bitcoin consideration to the Company’s designated bitcoin wallet. Noncash consideration is measured at fair value at contract inception. Fair value of the bitcoin consideration is determined using the quoted price on the Company’s principal market for bitcoin at the beginning of the contract period at the single bitcoin level (one bitcoin). This amount is recognized in revenue over the contract term as hashrate is provided. Changes in the fair value of the noncash consideration due to form of the consideration (changes in the market price of bitcoin) are not included in the transaction price and hence are not included in revenue. Changes in fair value of the noncash consideration post-contract inception that are due to reasons other than form of consideration (other than changes in the market value of bitcoin) are measured based on the guidance on variable consideration, including the constraint on estimates of variable consideration. Because the consideration to which the Company expects to be entitled for providing computing power is entirely variable, as well as being noncash consideration, the Company assesses the estimated amount of the variable noncash consideration at contract inception and subsequently, to determine when and to what extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur once the uncertainty associated with the variable consideration is subsequently resolved (the “constraint”). Only when significant revenue reversal is concluded probable of not occurring can estimated variable consideration be included in revenue. Based on evaluation of likelihood and magnitude of a reversal in applying the constraint, the estimated variable noncash consideration is constrained from inclusion in revenue until the end of the contract term, when the underlying uncertainties have been resolved and number of bitcoin to which the Company is entitled becomes known. There is no significant financing component in these transactions. During the year ended December 31, 2023, the Company earned revenue of $ 126.8 million from Foundry, its only customer, representing 100 % of total consolidated revenue. The Company’s ability to satisfy its performance obligation under its contract with the mining pool operator to provide computing power may be contracted to various third parties and there is a risk that if these parties are unable to perform or curtail their operations, the Company’s revenue and operating results may be affected. Please see Note 4, Derivative Asset , for additional information about the Company’s power arrangements. |
Cost of Revenue | Cost of revenue Cost of revenue consists primarily of direct production costs of bitcoin mining operations, which for the year ended December 31, 2023 consisted mainly of electricity expenses, but excludes depreciation which is separately stated. |
Share-based Compensation | Share-based compensation The Company accounts for all share-based payments to employees, consultants and directors, which may include grants of stock options, stock appreciation rights, restricted stock awards and restricted stock units (“RSUs”) to be recognized in the consolidated financial statements, based on their respective grant date fair values. As of December 31, 2023, the Company has awarded only RSUs with service-based vesting conditions (“Service-Based RSUs”) and performance-based RSUs with market-based vesting conditions (“Performance-Based RSUs”). Compensation expense for all awards is amortized based upon a graded vesting method over the estimated requisite service period. All share-based compensation expenses are recorded in general and administrative expense in the consolidated statements of operations. Forfeitures are recorded as they occur. See also Note 17, Share-Based Compensation below. The fair value of Service-Based RSUs is the closing market price of Common Stock on the date of the grant. The Company employs a Monte Carlo simulation technique to calculate the fair value of the Performance-Based RSUs on the date granted based on the average of the future simulated outcomes. The Performance-Based RSUs contain different market-based vesting conditions that are based upon the achievement of certain market capitalization milestones. Under the Monte Carlo simulation model, a number of variables and assumptions are used including, but not limited to, the underlying price of Common Stock, the expected stock price volatility over the term of the award, a correlation coefficient, and the risk-free rate. The Performance-Based RSUs awarded do not have an explicit requisite service period, therefore compensation expense is recorded over a derived service period based upon the estimated median time it will take to achieve the market capitalization milestone using a Monte Carlo simulation. |
Income Taxes | Income taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. As of December 31, 2023 and December 31, 2022 , the Company did no t have any significant uncertain tax positions. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. The Company did no t have any accrued interest or penalties related to uncertain tax positions recorded as of December 31, 2023 or December 31, 2022, and no amounts have been recognized in the Company’s consolidated statements of operations. The Company does not anticipate a material change to unrecognized tax benefits in the next 12 months. The Company files income tax returns in the United States federal tax jurisdiction and various state jurisdictions. The Company did not have any foreign operations during any periods presented in these consolidated financial statements. All of the Company’s tax years since inception are open for examination by the federal and state tax authorities and will remain open to the extent that the Company’s tax attributes are utilized in future years to offset income or income taxes. The Company is not aware of any tax examinations currently taking place. |
Segment Information | Segment information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment. |
Net Loss Per Share | Net loss per share Basic net loss per share is computed by dividing net loss allocable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share adjusts net loss and net loss per common share for the effect of all potentially dilutive shares of Common Stock. Basic net loss per common share is the same as dilutive net loss per common share for all periods presented as the inclusion of all potential common shares would have been antidilutive. Potential common shares consist of the Public Warrants and the Private Placement Warrants to purchase Common Stock (using the treasury stock method), as well as unvested RSUs. The following table presents the common shares that are excluded from the computation of diluted net income (loss) per common share at December 31, 2023 and 2022, because including them would have been antidilutive. December 31, 2023 2022 Public warrants 8,499,980 8,499,980 Private placement warrants 114,000 114,000 Unvested RSUs 21,304,952 18,698,755 29,918,932 27,312,735 |
Recently Issued and Adopted Accounting Pronouncements | Recently issued and adopted accounting pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change. Recently adopted accounting pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016‑13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which was codified with its subsequent amendments as ASC Topic 326, Financial Instruments – Credit Losses (“ASC 326”). ASC 326 seeks to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments, including trade receivables, and other commitments to extend credit held by a reporting entity at each reporting date. The amendments require an entity to replace the incurred loss impairment methodology in other GAAP with a methodology that reflects current expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The adoption of this guidance on January 1, 2023 did not have a material impact on the Company’s consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”) . ASU 2023-08 seeks to provide financial statement users with more decision-useful information about the underlying economics of crypto assets, and a reporting entity’s financial position. The amendment requires an entity to present crypto assets at fair value on the balance sheet, present these assets separate from other intangible assets, and record changes from remeasurements of crypto assets separately from changes in carrying amounts from other intangible assets on the income statement. The amendment also requires entities to disclose by crypto asset the name, fair value, cost basis, and number of units, as well as changes crypto holdings over the periods presented. The updated guidance is effective for the company for January 1, 2025, however the company has chosen to early adopt the amendments as of January 1, 2023 , resulting in an opening adjustment to retained earnings of $ 0.2 million for the year ended December 31, 2023. Recently issued accounting pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) . ASU 2023-07 seeks to improve disclosures about a public entity’s reportable segments and add disclosures around a reportable segment’s expenses. The updated guidance is effective for the Company for annual periods beginning January 1, 2024, and interim periods within fiscal years beginning January 1, 2025. As the Company has one reportable segment, the Company does not expect the adoption of this ASU to have a material impact on its financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) . ASU 2023-09 seeks to improve transparency if income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. The updated guidance is effective for the Company on January 1, 2025. The Company does not expect the adoption of ASU 2023-09 to have a material impact on its financial statements and disclosures. |
Organization and Business (Tabl
Organization and Business (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Reconciliation of Elements of Business Combination | The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in stockholders’ equity (deficit) for the eleven months ended December 31, 2021 (in thousands): Recapitalization Cash - GWAC trust and cash, net of redemptions $ 43,197 Cash - PIPE Financing 322,350 Cash, subscription receivable and/or debt forgiveness - Bitfury Private Placement 60,000 Add: Non-cash net assets assumed from GWAC 433 Less: Fair value of private warrants ( 261 ) Less: Transaction costs and advisory fees allocated to equity ( 40,552 ) Net Business Combination 385,167 Less: Non-cash net assets assumed from GWAC ( 433 ) Less: Transaction costs and advisory fees allocated to warrants ( 102 ) Add: Fair value of private warrants 261 Net cash contributions from Business Combination $ 384,893 |
Schedule of Common Stock Issued Following the Consummation of Business Combination | The number of shares of Common Stock issued immediately following the consummation of the Business Combination was as follows: Common stock of GWAC, net of redemptions 4,345,619 GWAC founder shares 3,572,500 GWAC private placement shares 228,000 Shares issued in PIPE Financing 32,235,000 Shares issued in the Bitfury Private Placement 6,000,000 Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock 46,381,119 Cipher common shares issued in Business Combination (1) 200,000,000 Shares outstanding 246,381,119 (1) The number of CMTI common shares outstanding immediately prior to the Business Combination was 500 shares converted at the Exchange Ratio. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives for Property and Equipment | The estimated useful lives for all property and equipment are as follows: Useful lives Office and computer equipment 3 Autos 5 Leasehold improvements 5 Miners and mining equipment 5 Furniture and fixtures 7 |
Schedule Of Estimated Useful Lives For Intangible Assets | The estimated useful lives for all intangible assets are as follows: Useful lives Strategic contract 20 Software 3 |
Computation of Diluted Net Income (Loss) Per Common Share | The following table presents the common shares that are excluded from the computation of diluted net income (loss) per common share at December 31, 2023 and 2022, because including them would have been antidilutive. December 31, 2023 2022 Public warrants 8,499,980 8,499,980 Private placement warrants 114,000 114,000 Unvested RSUs 21,304,952 18,698,755 29,918,932 27,312,735 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of Reconciliation of Elements of Business Combination | The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in stockholders’ equity (deficit) for the eleven months ended December 31, 2021 (in thousands): Recapitalization Cash - GWAC trust and cash, net of redemptions $ 43,197 Cash - PIPE Financing 322,350 Cash, subscription receivable and/or debt forgiveness - Bitfury Private Placement 60,000 Add: Non-cash net assets assumed from GWAC 433 Less: Fair value of private warrants ( 261 ) Less: Transaction costs and advisory fees allocated to equity ( 40,552 ) Net Business Combination 385,167 Less: Non-cash net assets assumed from GWAC ( 433 ) Less: Transaction costs and advisory fees allocated to warrants ( 102 ) Add: Fair value of private warrants 261 Net cash contributions from Business Combination $ 384,893 |
Schedule of Common Stock Issued Following the Consummation of Business Combination | The number of shares of Common Stock issued immediately following the consummation of the Business Combination was as follows: Common stock of GWAC, net of redemptions 4,345,619 GWAC founder shares 3,572,500 GWAC private placement shares 228,000 Shares issued in PIPE Financing 32,235,000 Shares issued in the Bitfury Private Placement 6,000,000 Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock 46,381,119 Cipher common shares issued in Business Combination (1) 200,000,000 Shares outstanding 246,381,119 (1) The number of CMTI common shares outstanding immediately prior to the Business Combination was 500 shares converted at the Exchange Ratio. |
Bitcoin (Tables)
Bitcoin (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
CryptocurrenciesAbstract | |
Schedule of Bitcoin | The following table presents information about the Company’s bitcoin (in thousands): December 31, 2023 2022 Opening balance $ 6,283 $ - Cumulative effect upon adoption of ASU 2023-08 209 - Bitcoin received from equity investees 317 4,828 Revenue recognized from bitcoin mined, net of receivable 126,319 2,939 Proceeds from sale of bitcoin ( 111,188 ) ( 17 ) Change in fair value of bitcoin 11,038 - Impairment of bitcoin - ( 1,467 ) Ending balance $ 32,978 $ 6,283 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment, net consisted of the following (in thousands): December 31, 2023 December 31, 2022 Miners and mining equipment $ 163,523 $ 79,909 Leasehold improvements 138,883 94,807 Office and computer equipment 279 88 Autos 73 73 Furniture and fixtures 88 69 Construction-in-progress 49 20,437 Total cost of property and equipment 302,895 195,383 Less: accumulated depreciation ( 59,080 ) ( 4,195 ) Property and equipment, net $ 243,815 $ 191,188 |
Deposits on Equipment (Tables)
Deposits on Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Deposits On Equipment [Abstract] | |
Schedule of Purchase Agreement Commitments, Deposits Paid and Expected Delivery Timing | The open purchase agreement commitments, deposits paid and expected delivery timing are summarized below as of December 31, 2023 (in thousands): Vendor Agreement Dates Open Purchase Commitment Deposit Balance Expected Shipping for Open Purchase Commitments Bitmain October 4, 2023 and December 18, 2023 $ 98,759 $ 29,672 January 2024 - April 2025 Other vendors Various - 1,140 Total $ 98,759 $ 30,812 |
Investment in Equity Investees
Investment in Equity Investees (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Activity in Investment in Equity Investee | Activity in the Company’s investment in equity investees during the years ended December 31, 2023 and 2022 consisted of the following (in thousands): Balance as of January 1, 2022 $ - Cost of contributed mining equipment and other capital contributions 94,380 Sales taxes to be paid by Cipher on behalf of equity investees 5,316 Accretion of basis differences related to miner contributions 2,006 Legal costs related to formation of joint ventures reclassified from deferred investment costs 174 Capital distributions ( 54,009 ) Bitcoin received from equity investees ( 4,828 ) Equity in net losses of equity investees ( 5,561 ) Balance as of December 31, 2022 $ 37,478 Cost of contributed mining equipment and other capital contributions 4,435 Accretion of basis differences related to miner contributions 6,683 Capital distributions ( 3,808 ) Bitcoin received from equity investees ( 317 ) Equity in net losses of equity investees ( 9,213 ) Balance as of December 31, 2023 $ 35,258 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule Of Company's Intangible Assets | The Company’s intangible assets consisted of the following (in thousands): December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Strategic contract $ 7,000 $ ( 28 ) $ 6,972 Capitalized software 1,230 ( 93 ) 1,137 Total $ 8,230 $ ( 121 ) $ 8,109 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized software $ 596 $ - $ 596 Total $ 596 $ - $ 596 |
Schedule of Expected Amortization Expenses | The Company expects to record amortization expense as follows over the next five subsequent years: (in thousands) Year Ended December 31, 2024 $ 441 Year Ended December 31, 2025 441 Year Ended December 31, 2026 441 Year Ended December 31, 2027 441 Year Ended December 31, 2028 396 |
Security Deposits (Tables)
Security Deposits (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deposit Assets Disclosure [Abstract] | |
Schedule of Security Deposits Consisted | The Company’s security deposits consisted of the following (in thousands): December 31, 2023 December 31, 2022 Luminant Power Purchase Agreement collateral $ 12,554 $ 12,554 Luminant Purchase and Sale Agreement collateral 3,063 3,063 Operating lease security deposits 960 960 Oncor Facility Extension security deposit 6,269 - Other deposits 1,009 1,153 Total security deposits $ 23,855 $ 17,730 |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | The Company’s accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2023 December 31, 2022 Taxes (primarily sales tax) $ 15,184 $ 18,798 Power costs 139 - Employee compensation 5,800 - Finance lease (1) - 339 Legal settlement (2) 1,000 - Other 316 216 Total accrued expenses and other current liabilities $ 22,439 $ 19,353 (1) See Note 13. Leases for additional information regarding the Company’s finance leases. (2) See Note 14. Commitments and Contingencies for additional information regarding the legal settlement. |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Asset Retirement Obligation [Abstract] | |
Summary of the Changes in the Company's Asset Retirement Obligation | The following is a summary of the changes in the Company’s ARO (in thousands): Balance as of January 1, 2022 $ - Initial estimate of ARO liability 16,509 Accretion expense 173 Balance as of December 31, 2022 $ 16,682 Accretion expense 1,712 Balance as of December 31, 2023 $ 18,394 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Lease Expenses | Components of the Company’s lease expenses are as follows (in thousands): Years ended December 31, 2023 2022 Finance leases: Amortization of ROU assets (1) $ 3,110 $ 526 Interest on lease liability 1,940 137 Total finance lease expense 5,050 663 Operating leases: Operating lease expense $ 1,955 1,359 Variable lease cost - 103 Total operating lease expense 1,955 1,462 Total lease expense $ 7,005 $ 2,125 (1) Amortization of finance lease ROU asset is included within depreciation expense. |
Schedule of Other Information Related to Leases | Other information related to the Company’s leases is shown below (dollar amounts in thousands): Years ended December 31, 2023 2022 Operating cash flows - operating lease $ 1,655 $ 790 Right-of-use asset obtained in exchange for finance lease liabilities $ 14,212 $ 14,998 Right-of-use assets obtained in exchange for operating lease liabilities $ 2,812 $ 5,859 December 31, 2023 December 31, 2022 Weighted-average remaining lease term – finance lease (in years) 3.7 4.7 Weighted-average remaining lease term – operating lease (in years) 5.8 4.4 Weighted-average discount rate – finance lease 11.0 % 11.0 % Weighted-average discount rate – operating lease 10.0 % 10.9 % Finance lease ROU assets (1) $ 11,160 $ 14,471 (1) As of December 31, 2023 , the Company recorded accumulated amortization of $ 1.3 million for the finance lease ROU asset. Finance lease ROU assets are recorded within property and equipment, net on the Company’s consolidated balance sheets. |
Schedule of Future Minimum Lease Payments | As of December 31, 2023, future minimum lease payments during the next five years are as follows (in thousands): Finance Lease Operating Lease Total Year Ended December 31, 2024 $ 4,834 $ 1,829 $ 6,663 Year Ended December 31, 2025 4,834 3,383 8,217 Year Ended December 31, 2026 4,834 1,668 6,502 Year Ended December 31, 2027 3,223 699 3,922 Year Ended December 31, 2028 - - - Thereafter - 2,520 2,520 Total lease payments 17,725 10,099 27,824 Less present value discount ( 3,193 ) ( 2,653 ) ( 5,846 ) Total $ 14,532 $ 7,446 $ 21,978 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Share-based Compensation Expense | The Company recognized total share-based compensation in general and administrative expenses on the consolidated statements of operations for the following categories of awards as follows (in thousands): Years ended December 31, 2023 2022 Service-based RSUs $ 24,936 $ 27,952 Performance-based RSUs 12,630 13,552 Common stock, fully-vested 904 - Total share-based compensation expense $ 38,470 $ 41,504 |
Schedule of Weighted Average Assumptions Used in Monte Carlo Valuation Model | Weighted average assumptions used in the November 17, 2021 Monte Carlo valuation model for Performance-Based RSUs awarded on that date were as follows: Risk-free interest rate 1.60 % Remaining term (in years) 10.0 Expected volatility 96.1 % Expected dividend yield 0 % |
Service-Based RSUs | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Unvested RSU Activity | A summary of the Company's unvested Service-Based RSU activity for the year ended December 31, 2023 is shown below: Number of Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2023 14,441,044 $ 3.96 Granted 7,549,105 $ 2.31 Vested ( 4,942,907 ) $ 3.97 Unvested at December 31, 2023 17,047,242 $ 3.23 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets And Liabilities Measurement on Recurring Basis | The Company’s financial assets and liabilities subject to fair value measurement on a recurring basis and the level of inputs used for such measurements were as follows as of the dates indicated (in thousands): Fair Value Measured as of December 31, 2023 Level 1 Level 2 Level 3 Total Assets included in: Cash and cash equivalents Money market securities $ 65,945 $ - $ - $ 65,945 Bitcoin $ 32,978 $ - $ - 32,978 Accounts receivable 622 - - 622 Derivative asset - - 93,591 93,591 $ 99,545 $ - $ 93,591 $ 193,136 Liabilities included in: Warrant liability $ - $ - $ 250 $ 250 $ - $ - $ 250 $ 250 Fair Value Measured as of December 31, 2022 Level 1 Level 2 Level 3 Total Assets included in: Cash and cash equivalents Money market securities $ 10,943 $ - $ - $ 10,943 Bitcoin $ 6,512 $ - $ - 6,512 Accounts receivable 98 - - 98 Derivative asset - - 66,702 66,702 $ 17,553 $ - $ 66,702 $ 84,255 Liabilities included in: Warrant liability $ - $ - $ 7 $ 7 $ - $ - $ 7 $ 7 |
Summary of Changes in the Estimated Fair Value of the Derivative Asset | The following table presents the changes in the estimated fair value of the derivative asset measured using significant unobservable inputs (Level 3) for the year ended December 31, 2023 (amounts in thousands): Balance as of January 1, 2022 $ - Fair value on derivative asset effective date 83,610 Proceeds from reduction of scheduled power ( 5,056 ) Change in fair value ( 11,852 ) Balance as of December 31, 2022 66,702 Change in fair value 26,889 Balance as of December 31, 2023 $ 93,591 |
Summary of Assumptions Utilized in Valuations of Private Placement Warrants | The following table presents significant assumptions utilized in the valuations of the Private Placement Warrants as of the dates indicated: December 31, 2023 December 31, 2022 Risk-free rate 4.00 % 4.06 % Dividend yield rate 0.00 % 0.00 % Volatility 124.0 % 90.0 % Contractual term (in years) 2.7 3.7 Exercise price $ 11.50 $ 11.50 |
Summary of Change in the Fair Value of the Private Placement Warrants | The following table presents changes in the estimated fair value of the Private Placement Warrants (amounts in thousands): Balance as of January 1, 2022 $ 137 Change in fair value ( 130 ) Balance as of December 31, 2022 $ 7 Change in fair value 243 Balance as of December 31, 2023 $ 250 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Provision | The components of the Company’s income tax provision are listed below (in thousands): Year Ended Year Ended December 31, 2023 December 31, 2022 Current: State $ 201 $ - Total current 201 - Deferred: Federal $ 3,366 $ 1,840 Total deferred 3,366 1,840 Income tax provision $ 3,567 $ 1,840 |
Reconciliation of Expected Tax Computed at U.S. Statutory Federal Income Tax Rate to Total Benefit for Income Taxes | A reconciliation of the expected tax computed at the U.S. statutory federal income tax rate to the total expense for income taxes is shown below: Year Ended Year Ended December 31, 2023 December 31, 2022 Income tax benefit at federal statutory rate 21.0 % 21.0 % State taxes, net of federal benefit ( 0.7 )% 0.0 % 162m limitations ( 5.3 )% ( 1.9 )% Stock compensation ( 30.3 )% ( 14.1 )% Permanent differences ( 0.5 )% 0.1 % Difference and changes in tax rates 0.0 % ( 0.8 )% RTP and other ( 16.2 )% 1.4 % Change in valuation allowance 16.1 % ( 10.6 )% Income tax provision ( 15.9 )% ( 4.9 )% |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities were as follows: December 31, 2023 December 31, 2022 Deferred tax assets: Net operating loss carryforwards $ 27,075 $ 10,253 Share-based compensation 2,109 3,097 Accruals and other temporary differences 2,317 115 Intangible assets 3,762 4,002 Lease liability 4,622 4,267 Joint venture investments - 6,612 Bitcoin holdings - 308 Gross deferred tax assets 39,885 28,654 Valuation allowance ( 8,520 ) ( 12,173 ) Net deferred tax assets 31,365 16,481 Deferred tax liabilities: Right-of-use asset ( 3,835 ) ( 4,107 ) Derivatives ( 19,669 ) ( 14,007 ) Joint venture investments ( 11,268 ) - Bitcoin holdings ( 434 ) - Property and equipment, net ( 1,365 ) ( 207 ) Gross deferred tax liabilities ( 36,571 ) ( 18,321 ) Net deferred tax liabilities $ ( 5,206 ) $ ( 1,840 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Diluted Net Income (Loss) Per Common Share | The following table presents the common shares that are excluded from the computation of diluted net income (loss) per common share at December 31, 2023 and 2022, because including them would have been antidilutive. December 31, 2023 2022 Public warrants 8,499,980 8,499,980 Private placement warrants 114,000 114,000 Unvested RSUs 21,304,952 18,698,755 29,918,932 27,312,735 |
Organization and Business - Add
Organization and Business - Additional Information (Details) | 5 Months Ended | 12 Months Ended | ||||||
Aug. 14, 2023 USD ($) | Dec. 15, 2022 $ / shares | Sep. 21, 2022 USD ($) | Aug. 27, 2021 USD ($) $ / shares shares | Oct. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) DataCenters Mining $ / shares MW shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of bitcoin mining data centers | DataCenters | 4 | |||||||
Number of bitcoin wholly-owned data centers | DataCenters | 1 | |||||||
Number of bitcoin partially owned data centers | DataCenters | 3 | |||||||
Minimum bid price requirement per share | $ / shares | $ 1 | |||||||
Minimum bid price requirement, Consecutive days | 30 days | |||||||
Minimum bid price requirement to regain compliance threshold, Consecutive business days | 10 days | |||||||
Cash and cash equivalents | $ | $ 86,105,000 | $ 11,927,000 | $ 209,841,000 | |||||
Working capital | $ | 121,700,000 | |||||||
Stockholders' equity | $ | 491,336,000 | 342,892,000 | 353,531,000 | |||||
Accumulated deficit | $ | 136,777,000 | 111,209,000 | ||||||
Deposits on equipment | $ | 33,906,000 | 188,103,000 | ||||||
Loss on contribution of equipment | $ | $ 33,400,000 | |||||||
Deposits on equipment, primarily for miners | $ | 30,812,000 | $ 73,018,000 | ||||||
Purchase Commitements | $ | $ 98,800,000 | |||||||
Aggregate amount of offering price to be received | $ | $ 500,000,000 | |||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||
Shares authorized | 510,000,000 | |||||||
Share par value | $ / shares | $ 0.001 | |||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Common stock voting rights | one vote | |||||||
Common stock, shares issued | 296,276,536 | 251,095,305 | ||||||
Common stock, shares outstanding | 246,381,119 | 290,957,862 | 247,551,958 | |||||
Master Loan Agreement | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Credit facility | $ | $ 10,000,000 | |||||||
Master Loan Agreement | Federal Funds Target Rate | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 2.50% | |||||||
Common Stock Sales Agreement | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Proceeds received from sale of common stock | $ | $ 135,800,000 | |||||||
Aggregate of shares (in Shares) | 37,433,923 | |||||||
Bitfury Top HoldCo | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Ownership percentage | 66% | |||||||
Common stock, shares issued | 200,000,000 | |||||||
Common stock, shares outstanding | 200,000,000 | |||||||
Aggregate of shares (in Shares) | 6,000,000 | |||||||
Shares issued, price per share | $ / shares | $ 10 | |||||||
Gross proceeds | $ | $ 60,000,000 | |||||||
Bitfury Top HoldCo | Bitfury Private Placement | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock, shares issued | 6,000,000 | |||||||
GWAC | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Shares authorized | 510,000,000 | |||||||
Share par value | $ / shares | $ 0.001 | |||||||
Common stock, shares authorized | 500,000,000 | |||||||
Preferred stock, shares authorized | 10,000,000 | |||||||
Common stock voting rights | Common Stock is entitled to one vote | |||||||
Common stock shares held | 8,146,119 | |||||||
PIPE Investors | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Aggregate of shares (in Shares) | 32,235,000 | |||||||
Shares issued, price per share | $ / shares | $ 10 | |||||||
Gross proceeds | $ | $ 322,400,000 | |||||||
Common stock shares held | 32,235,000 | |||||||
Common Stock | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stockholders' equity | $ | $ 296,000 | $ 251,000 | $ 252,000 | |||||
Common stock, shares issued | 296,276,536 | 251,095,305 | 252,131,679 | |||||
Common Stock | GWAC | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of shares issued based upon the exchange ratio | 400,000 | |||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||
Odessa Facility | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Total cost of equipment transferred from deposits on equipment | $ | $ 74,200,000 | |||||||
At the Market Offering Agreement | Maximum | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Aggregate amount of offering price to be received | $ | $ 250,000,000 | |||||||
Alborz Facility | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of miners and other mining equipment | Mining | 12,953 | |||||||
Bear Facility | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of miners and other mining equipment | Mining | 3,254 | |||||||
Chief Facility | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of miners and other mining equipment | Mining | 3,254 | |||||||
Black Pearl Facility | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Expected megawatts to get in year two under infrastructure buildout | MW | 150 | |||||||
Alborz, Bear and Chief Facility | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Total cost of equipment transferred from deposits on equipment | $ | $ 127,800,000 |
Organization and Business - Sch
Organization and Business - Schedule of Reconciliation of Elements of Business Combination (Details) $ in Thousands | 11 Months Ended |
Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | |
Less: Fair value of private warrants | $ (261) |
Less: Transaction costs and advisory fees allocated to equity | (40,552) |
Less: Transaction costs and advisory fees allocated to warrants | (102) |
Add: Fair value of private warrants | 261 |
Net cash contributions from Business Combination | 384,893 |
Bitfury Private Placement | |
Business Acquisition [Line Items] | |
Cash, subscription receivable and/or debt forgiveness | 60,000 |
GWAC | |
Business Acquisition [Line Items] | |
Add: Non-cash net assets assumed | 433 |
Net Business Combination | 385,167 |
Less: Non-cash net assets assumed | (433) |
GWAC Trust and Cash, Net of Redemptions | |
Business Acquisition [Line Items] | |
Cash | 43,197 |
PIPE Financing | |
Business Acquisition [Line Items] | |
Cash | $ 322,350 |
Organization and Business - S_2
Organization and Business - Schedule of Common Stock Issued Following the Consummation of Business Combination (Details) - shares | Aug. 27, 2021 | Dec. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 246,381,119 | 290,957,862 | 247,551,958 |
GWAC | |||
Business Acquisition [Line Items] | |||
Common stock, net of redemptions | 4,345,619 | ||
Cipher common shares issued in Business Combination | 200,000,000 | ||
GWAC | Common Stock | |||
Business Acquisition [Line Items] | |||
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock | 46,381,119 | ||
GWAC | Founder Shares | |||
Business Acquisition [Line Items] | |||
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock | 3,572,500 | ||
GWAC | Private Placement | |||
Business Acquisition [Line Items] | |||
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock | 228,000 | ||
GWAC | PIPE Financing | |||
Business Acquisition [Line Items] | |||
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock | 32,235,000 | ||
GWAC | Bitfury | Private Placement | |||
Business Acquisition [Line Items] | |||
Business Combination, PIPE Financing and Bitfury Private Placement shares - Common Stock | 6,000,000 |
Organization and Business - S_3
Organization and Business - Schedule of Common Stock Issued Following the Consummation of Business Combination (Parenthentical) (Details) | Jan. 07, 2021 shares |
Cipher | |
Business Acquisition [Line Items] | |
Shares converted at exchange ratio | 500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | Jan. 01, 2023 USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Cash equivalents | $ 86,100,000 | $ 11,900,000 | |
Allowance for accounts receivable | 0 | ||
Fair value adjustments of bitcoin holdings | 11,000,000 | ||
Retained earnings | (136,777,000) | (111,209,000) | |
Impairment of bitcoin | 1,467,000 | ||
Uncertain tax positions | 0 | 0 | |
Uncertain tax positions, interest and penalties | $ 0 | $ 0 | |
Number of segment | Segment | 1 | ||
ASU 2016-13 (ASC 350-60) | |||
Property, Plant and Equipment [Line Items] | |||
Change in accounting principle, accounting standards update, adoption | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2023 | ||
ASU 2016-13 | |||
Property, Plant and Equipment [Line Items] | |||
Change in accounting principle, accounting standards update, adoption | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2023 | ||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | ||
Foundry | |||
Property, Plant and Equipment [Line Items] | |||
Revenue | $ 126,800,000 | ||
Foundry | Total Consolidated Revenue | Customer Concentration Risk | |||
Property, Plant and Equipment [Line Items] | |||
Concentration risk, percentage | 100% | ||
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives of assets | 3 years | ||
Percentage of ownership in the voting stock of investee | 20% | ||
Percentage of ownership interest in certain partnership unincorporated joint ventures and limited liability | 3% | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives of assets | 7 years | ||
Percentage of ownership in the voting stock of investee | 50% | ||
Percentage of ownership interest in certain partnership unincorporated joint ventures and limited liability | 5% | ||
Common Stock | |||
Property, Plant and Equipment [Line Items] | |||
Cash tender offer minimum percentage | 50% | ||
Reclassification | ASU 2016-13 (ASC 350-60) | |||
Property, Plant and Equipment [Line Items] | |||
Retained earnings | $ 200,000 | $ 200,000 | |
Reclassification | Property, Plant and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Reclassification of assets | (600,000) | ||
Reclassification | Capitalized software | |||
Property, Plant and Equipment [Line Items] | |||
Reclassification of assets | $ 600,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives for Property and Equipment (Details) | Dec. 31, 2023 |
Office and Computer Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives for property and equipment | 3 years |
Autos | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives for property and equipment | 5 years |
Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives for property and equipment | 5 years |
Miners and Mining Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives for property and equipment | 5 years |
Furniture and Fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives for property and equipment | 7 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives for Intangible Assets (Details) | Dec. 31, 2023 |
Strategic Contract | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives for intangible assets | 20 years |
Software | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives for intangible assets | 3 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Computation of Diluted Net Income (Loss) Per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from computation of net loss per common share | 29,918,932 | 27,312,735 |
Public Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from computation of net loss per common share | 8,499,980 | 8,499,980 |
Private Placement Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from computation of net loss per common share | 114,000 | 114,000 |
Unvested RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from computation of net loss per common share | 21,304,952 | 18,698,755 |
Bitcoin - Schedule of Bitcoin (
Bitcoin - Schedule of Bitcoin (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Bitcoin [Line Items] | ||
Opening balance | $ 6,283 | $ 0 |
Bitcoin received from equity investees | 317 | 4,828 |
Revenue recognized from bitcoin mined, net of receivable | 126,319 | 2,939 |
Proceeds from sale of bitcoin, net of realized gain | (111,188) | (17) |
Change in fair value of bitcoin | 11,038 | |
Impairment of bitcoin | (1,467) | |
Ending balance | 32,978 | $ 6,283 |
ASU 2023-08 | ||
Schedule of Bitcoin [Line Items] | ||
Bitcoin adjustment | $ 209 |
Bitcoin - Additional Informatio
Bitcoin - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) Bitcoin | Dec. 31, 2022 USD ($) Bitcoin | |
Bitcoin [Abstract] | ||
Bitcoin Held | $ 780 | $ 394 |
Fair value of bit coin | 33,000,000 | 6,500,000 |
Cost basis of bitcoin | 30,900,000 | $ 7,700,000 |
Fair Value of bitcoin pledged as collateral | $ 400,000 | |
Numbr of bitcoin pledged | Bitcoin | 10 | 0 |
Derivative Asset - Additional I
Derivative Asset - Additional Information (Details) - Luminant Power Agreement - USD ($) $ in Millions | 12 Months Ended | ||||
Aug. 23, 2023 | Aug. 26, 2022 | Feb. 28, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Effective agreement date for scheduled amount of energy | Jul. 01, 2022 | ||||
Sale of electricity back to ERCOT | $ 9.9 | $ 0.5 | |||
Sale of electricity recorded in change in fair value of derivative asset | $ 1.7 | ||||
Luminant ET Services Company LLC | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Definitive power purchase agreement date | Jun. 23, 2021 | ||||
Definitive power purchase agreement amendment date | Jul. 09, 2021 | ||||
Definitive power purchase agreement further amendment date | Aug. 23, 2023 | Aug. 26, 2022 | Feb. 28, 2022 | ||
Term of power agreement | 5 years |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | $ 302,895 | $ 195,383 |
Less: accumulated depreciation | (59,080) | (4,195) |
Property and equipment, net | 243,815 | 191,188 |
Miners and Mining Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | 163,523 | 79,909 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | 138,883 | 94,807 |
Office and Computer Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | 279 | 88 |
Autos | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | 73 | 73 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | 88 | 69 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | $ 49 | $ 20,437 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 USD ($) Miner | Dec. 31, 2023 USD ($) Miner | Dec. 31, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Construction-in-progress placed into service | $ 40,700,000 | $ 37,400,000 | |
Depreciation expense | 58,972,000 | 4,378,000 | |
Impairment charges | $ 0 | $ 0 | |
Bitmain | |||
Property, Plant and Equipment [Line Items] | |||
Number of MicroBT miners deployed | Miner | 4,622 | ||
Aggregate cost | $ 1,600,000 | ||
SuperAcme Technology (Hong Kong) Limited | |||
Property, Plant and Equipment [Line Items] | |||
Number of MicroBT miners deployed | Miner | 17,094 | ||
Aggregate cost | $ 50,700,000 | ||
Odessa Facility | |||
Property, Plant and Equipment [Line Items] | |||
Number of miners deployed | Miner | 61,000 |
Deposits on Equipment - Additio
Deposits on Equipment - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||||||||
Nov. 04, 2022 USD ($) Mining | Apr. 08, 2022 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) Mining Containers | Dec. 31, 2022 USD ($) Antminer | Dec. 18, 2023 USD ($) Miner | Oct. 04, 2023 USD ($) | Nov. 30, 2022 Antminer | May 06, 2022 Antminer | Apr. 11, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||||||
Total purchase commitment | $ 98,800,000 | |||||||||
Bitfury Top Hold Co [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Deposits paid | $ 10,000,000 | |||||||||
Bitfury Top Hold Co [Member] | Repayment of Deposits | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Repayment of deposits | $ 10,000,000 | $ 10,000,000 | ||||||||
Bitfury USA Inc | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Number of block box air cooled containers to be purchased | Containers | 240 | |||||||||
BlocKBox Air-Cooled Containers | Bitfury USA Inc | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Description of purchase agreements | The Company entered into two agreements with Bitfury USA Inc. (“Bitfury USA”), a subsidiary of Bitfury Top HoldCo, made under, and as a part of, the Master Services and Supply Agreement between the Company and Bitfury Top HoldCo dated August 26, 2021, to purchase a total of 240 units of BlockBox air-cooled containers (each a “BBAC”), the modular data centers that house mining machines. The Company received delivery of all of the BBACs during the year ended December 31, 2022. See Note 10, Related Party Transactions, for more information on the Master Services and Supply Agreement.The Company previously had an agreement for the purchase of between 28,000 to 56,000 mining rigs from Bitfury Top HoldCo, also made under, and as a part of, the Master Services and Supply Agreement. Upon execution of this agreement, the Company paid a $10.0 million deposit to Bitfury Top HoldCo which was included in deposits on equipment in the Company’s consolidated balance sheet as of December 31, 2022; however, the agreement for the purchase of mining rigs was a non-binding commitment unless and until confirmed by a mutually executed order confirmation. No order confirmations were executed under this agreement and, as further described in Note 10, Related Party Transactions, shares of Common Stock held by Bitfury Top HoldCo were returned to the Company as consideration for, or repayment of, the $10.0 million deposit. As further described in Note 20, Subsequent Events, the Company and Bitfury Top HoldCo terminated the Master Services and Supply Agreement on February 28, 2024. | |||||||||
Maximum | Bitfury Top Hold Co [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Number of miners to be purchased | Mining | 56,000 | |||||||||
Minimum | Bitfury Top Hold Co [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Number of miners to be purchased | Mining | 28,000 | |||||||||
Bitmain Technologies Limited | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Description of purchase agreements | the Company purchased a total of 27,000 Antminer S19j Pro (100 TH/s) (“S19j Pro”) miners and had received 27,035 miners from Bitmain at our data centers in Texas as of December 31, 2022. The Company has no further payment obligations under this agreement with Bitmain. In November and December 2022, the Company agreed to purchase an additional 5,000 and 2,200 S19j Pros, respectively, from Bitmain. The Company utilized accumulated Bitmain credits and coupons for the majority of the purchase price for these miners and has no further payments due in respect of these orders as of December 31, 2023. | |||||||||
Number of miners purchased | Antminer | 27,000 | |||||||||
Number of miners to be purchased | Antminer | 2,200 | 5,000 | ||||||||
Number of miners received | Antminer | 27,035 | |||||||||
Aggregate cost | $ 1,600,000 | |||||||||
Bitmain Technologies Limited | Miner Purchase Agreement | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Description of purchase agreements | the Company entered into an agreement with Bitmain to purchase 1.2 EH/s worth of Bitmain’s new HASH Super Computing Servers (Antminer S21-200.0T model) for a total purchase price of $24.0 million to be paid in cash and coupons, or $16.8 million in cash after applying coupons. The Company expects to make periodic payments in accordance with the payment schedule under this agreement, with the final payment expected to occur one year after the delivery of the last batch of miners. Related to this agreement, the Company has made installment payments of $7.6 million, which is included in the balance of deposits on equipment as of December 31, 2023. Batches of the Antminer S21 miners are expected to be delivered between January and June 2024. | |||||||||
Number of miners to be purchased | Miner | 37,396 | |||||||||
Total purchase commitment | $ 24,000,000 | |||||||||
Purchase obligation to be paid in cash, net of coupons | $ 16,800,000 | |||||||||
Installment payment for miners | $ 7,600,000 | |||||||||
Bitmain Technologies Limited | Agreement Two | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Number of miners to be purchased | Miner | 37,396 | |||||||||
Deposits paid | $ 12,200,000 | $ 9,900,000 | ||||||||
Option to purchase additional number of miners | Miner | 45,706 | |||||||||
SuperAcme Technology (Hong Kong) | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Description of purchase agreements | Under the framework agreement of September 2021 with SuperAcme Technology (Hong Kong) Limited (“SuperAcme”), which was amended and restated by the Amended and Restated Framework Agreement on Supply of Blockchain Servers (the “Amended and Restated Framework Agreement”), dated as of May 6, 2022, the Company agreed to purchase 60,000 MicroBT M30S, M30S+ and M30S++ miners. On November 4, 2022, the Company entered into a Supplementary agreement of the Framework Agreement on Supply of Blockchain Servers (the “Supplementary Agreement”) with SuperAcme, which amended and supplemented the Amended and Restated Framework Agreement by changing the previously agreed fixed and floating price terms for miners that had yet to be delivered. | |||||||||
Number of miners delivered | Mining | 17,833 | |||||||||
Aggregate cost | $ 51,100,000 | |||||||||
Advance Payments | $ 101,800,000 | |||||||||
Remaining balance payable for purchase of miners | $ 50,700,000 | |||||||||
Balance amount due | $ 0 | |||||||||
SuperAcme Technology (Hong Kong) | Amended SuperAcme Agreement [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Number of miners to be purchased | Antminer | 60,000 |
Deposits on Equipment - Schedul
Deposits on Equipment - Schedule of Purchase Agreement Commitments, Deposits Paid and Expected Delivery Timing (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property Plant And Equipment [Line Items] | ||
Open Purchase Commitment | $ 98,759 | |
Deposits on equipment, primarily for miners | 30,812 | $ 73,018 |
Bitmain Technologies Limited | ||
Property Plant And Equipment [Line Items] | ||
Open Purchase Commitment | 98,759 | |
Deposits on equipment, primarily for miners | $ 29,672 | |
Expected Shipping for Open Purchase Commitment Starting Month and Year | 2024-01 | |
Expected Shipping for Open Purchase Commitment Ending Month and Year | 2025-04 | |
Bitmain Technologies Limited | Agreement One | ||
Property Plant And Equipment [Line Items] | ||
Agreement Dates | Oct. 04, 2023 | |
Bitmain Technologies Limited | Agreement Two | ||
Property Plant And Equipment [Line Items] | ||
Agreement Dates | Dec. 18, 2023 | |
Other vendors | ||
Property Plant And Equipment [Line Items] | ||
Deposits on equipment, primarily for miners | $ 1,140 |
Investment in Equity Investee_2
Investment in Equity Investees - Additional Information - (Details) $ in Millions | 5 Months Ended | 12 Months Ended | |
Oct. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) Mining | Dec. 31, 2022 USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||
Percentage of development fee payment | 50% | ||
Percentage of share in gross revenue payment by joint venture. | 50% | ||
Loss on contribution of equipment | $ 33.4 | ||
Remaining basis differences not yet been accreted | $ 24.7 | $ 31.4 | |
Miners and Mining Equipment | |||
Schedule of Equity Method Investments [Line Items] | |||
Estimated useful lives of assets | 5 years | ||
Alborz Facility | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of miners and other mining equipment | Mining | 12,953 | ||
Bear Facility | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of miners and other mining equipment | Mining | 3,254 | ||
Chief Facility | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of miners and other mining equipment | Mining | 3,254 | ||
Maximum | |||
Schedule of Equity Method Investments [Line Items] | |||
Estimated useful lives of assets | 7 years | ||
Wind HQ | |||
Schedule of Equity Method Investments [Line Items] | |||
Definitive framework agreement date | Jun. 10, 2021 | ||
Development fee percentage on capital expenditure | 2% | ||
Percentage of development fee payment | 50% | ||
Payable fee percentage on gross revenue | 2% | ||
Percentage of share in gross revenue payment by joint venture. | 50% | ||
Alborz, Bear and Chief LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Company's share of equity method investment loss | $ (2.5) | (37) | |
Loss on contribution of equipment | $ 33.4 | ||
Total cost of contributed equipment | $ 127.8 | ||
Alborz, Bear and Chief LLC | Miners and Mining Equipment | |||
Schedule of Equity Method Investments [Line Items] | |||
Estimated useful lives of assets | 5 years | ||
Initial Data Center LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of interest in joint venture | 49% | ||
Initial Data Center LLC | Wind HQ | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of interest in joint venture | 51% | ||
Future Data Center LLC | Maximum | |||
Schedule of Equity Method Investments [Line Items] | |||
Expected percentage of interest in future joint venture | 49% | ||
Future Data Center LLC | Wind HQ | Maximum | |||
Schedule of Equity Method Investments [Line Items] | |||
Expected percentage of interest in future joint venture | 51% |
Investment in Equity Investee_3
Investment in Equity Investees - Schedule of Activity in Investment in Equity Investee (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Beginning Balance | $ 37,478 | |
Cost of contributed mining equipment and other capital contributions | 4,435 | $ 94,380 |
Sales taxes to be paid by Cipher on behalf of equity investees | 5,316 | |
Accretion of basis differences related to miner contributions | 6,683 | 2,006 |
Legal costs related to formation of joint ventures reclassified from deferred investment costs | 174 | |
Capital distributions | (3,808) | (54,009) |
Bitcoin received from equity investees | (317) | (4,828) |
Equity in net loss of equity investee | (9,213) | (5,561) |
Ending Balance | $ 35,258 | $ 37,478 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Company's Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 8,230 | $ 596 |
Accumulated Amortization | (121) | |
Net Carrying Amount | 8,109 | 596 |
Strategic contract | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,000 | |
Accumulated Amortization | (28) | |
Net Carrying Amount | 6,972 | |
Capitalized software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,230 | 596 |
Accumulated Amortization | (93) | |
Net Carrying Amount | $ 1,137 | $ 596 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Expected Amortization Expenses (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Year Ended December 31, 2024 | $ 441 |
Year Ended December 31, 2025 | 441 |
Year Ended December 31, 2026 | 441 |
Year Ended December 31, 2027 | 441 |
Year Ended December 31, 2028 | $ 396 |
Security Deposits - Schedule of
Security Deposits - Schedule of Security Deposits Consisted (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 01, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Operating lease security deposits | $ 960 | $ 960 | |
Oncor facility extension security deposit | 6,269 | ||
Other deposits | 1,009 | 1,153 | |
Total security deposits | 23,855 | 17,730 | |
Luminant Power Purchase Agreement | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Collateral amount | 12,554 | 12,554 | $ 6,300 |
Luminant Purchase and Sale Agreement | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Collateral amount | $ 3,063 | $ 3,063 |
Security Deposits Additional In
Security Deposits Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 01, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Security deposits | $ 23,855 | $ 17,730 | |
Luminant Purchase and Sale Agreement | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Collateral Amount | 3,063 | 3,063 | |
Luminant Power Purchase Agreement | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Collateral Amount | 12,554 | $ 12,554 | $ 6,300 |
Black Pearl Facility Agreement | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Security deposits | $ 6,300 |
Supplemental Financial Inform_3
Supplemental Financial Information - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Prepaid expenses and other current assets | $ 3,670 | $ 7,254 |
Wind HQ | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Temporarily held cryptocurrency | $ 1,200 |
Supplemental Financial Inform_4
Supplemental Financial Information - Schedule of Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |||
Taxes (primarily sales tax) | $ 15,184 | $ 18,798 | |
Power costs | 139 | ||
Employee compensation | 5,800 | ||
Finance lease | [1] | 339 | |
Legal settlement | [2] | 1,000 | |
Other | 316 | 216 | |
Total accrued expenses and other current liabilities | $ 22,439 | $ 19,353 | |
[1] See Note 13. Leases for additional information regarding the Company’s finance leases. See Note 14. Commitments and Contingencies for additional information regarding the legal settlement. |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 12 Months Ended | ||
Apr. 08, 2022 USD ($) shares | Dec. 31, 2023 USD ($) Containers | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||
Bitcoin | $ 32,978,000 | $ 6,283,000 | |
Master Services and Supply Agreement | |||
Related Party Transaction [Line Items] | |||
Agreement, date of commencement | Aug. 26, 2021 | ||
Agreement, initial term | 84 months | ||
Agreement, auto renewal period | 12 months | ||
Agreement termination date | Feb. 28, 2024 | ||
Bitfury Top HoldCo | |||
Related Party Transaction [Line Items] | |||
Agreement provides cancellation of common shares | shares | 2,890,173 | ||
Bitfury Top HoldCo | Repayment of Deposits | |||
Related Party Transaction [Line Items] | |||
Repayment of deposits | $ 10,000,000 | $ 10,000,000 | |
Bitfury USA Inc | |||
Related Party Transaction [Line Items] | |||
Number of block box air cooled containers to be purchased | Containers | 240 | ||
Payment For Manufacturing Services On Behalf Of Related Party | $ 5,800,000 | ||
Amounts due under master services and supply agreement | $ 0 | ||
Agreement termination date | Feb. 28, 2024 | ||
Wind HQ | |||
Related Party Transaction [Line Items] | |||
Bitcoin | 1,200,000 | ||
Bitcoin received as payment for services | 300,000 | ||
Data Center Llc | |||
Related Party Transaction [Line Items] | |||
Accounts Receivable, after Allowance for Credit Loss, Current, Total | $ 200,000 | $ 1,100,000 | |
Waiver Agreements | Bitfury Top HoldCo | |||
Related Party Transaction [Line Items] | |||
Agreement provides cancellation of common shares | shares | 2,890,173 |
Asset Retirement Obligation - S
Asset Retirement Obligation - Summary of the Changes in the Company's Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Asset Retirement Obligation [Abstract] | ||
Balance | $ 16,682 | $ 0 |
Initial estimate of ARO liability | 16,509 | |
Accretion expense | 1,712 | 173 |
Balance | $ 18,394 | $ 16,682 |
Leases - Additional Information
Leases - Additional Information (Details) | 12 Months Ended | ||
Jul. 11, 2023 | Dec. 31, 2023 USD ($) a RenewalOption | Dec. 31, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Lease initial term | 64 months | ||
Lease commencement date | Feb. 01, 2022 | ||
Variable lease costs | $ 0 | $ 103,000 | |
Combined Luminant Lease Agreement | |||
Lessee, Lease, Description [Line Items] | |||
Principal and interest due over period | 4 years | 5 years | |
Estimated undiscounted principal payments | $ 15,000,000 | ||
Lease initial term | 5 years | ||
Lease commencement date | Nov. 22, 2022 | ||
Black Pearl Lease Agreement | |||
Lessee, Lease, Description [Line Items] | |||
Lease agreement date | Dec. 08, 2023 | ||
Operating lease option to extend | true | ||
Lease initial term | 10 years | ||
Area of lease plot land | a | 70 | ||
Operating lease number of renewal options | RenewalOption | 4 | ||
Operating lease extended term in each renewal option | 10 years | ||
Affiliates of Luminant ET Services Company LLC | |||
Lessee, Lease, Description [Line Items] | |||
Lease agreement date | Jun. 29, 2021 | ||
Lease amendment and restatement date | Jul. 09, 2021 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finance leases: | ||
Amortization of ROU assets | $ 3,110,000 | $ 526,000 |
Interest on lease liability | 1,940,000 | 137,000 |
Total finance lease expense | 5,050,000 | 663,000 |
Operating leases: | ||
Operating lease expense | 1,955,000 | 1,359,000 |
Variable lease costs | 0 | 103,000 |
Total operating lease expense | 1,955,000 | 1,462,000 |
Total lease expense | $ 7,005,000 | $ 2,125,000 |
Leases - Schedule of Other Info
Leases - Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating cash flows - operating lease | $ 1,655 | $ 790 |
Right-of-use asset obtained in exchange for finance lease liabilities | 14,212 | 14,998 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 2,812 | $ 5,859 |
Weighted-average remaining lease term - finance lease (in years) | 3 years 8 months 12 days | 4 years 8 months 12 days |
Weighted-average remaining lease term - operating lease (in years) | 5 years 9 months 18 days | 4 years 4 months 24 days |
Weighted-average discount rate - finance lease | 11% | 11% |
Weighted-average discount rate - operating lease | 10% | 10.90% |
Finance lease ROU assets | $ 11,160 | $ 14,471 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net |
Leases - Schedule of Other In_2
Leases - Schedule of Other Information Related to Leases (Parenthetical) (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
Accumulated amortization for finance lease ROU asset | $ 1.3 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Finance Lease | |
Year Ended December 31, 2024 | $ 4,834 |
Year Ended December 31, 2025 | 4,834 |
Year Ended December 31, 2026 | 4,834 |
Year Ended December 31, 2027 | 3,223 |
Total lease payments | 17,725 |
Less present value discount | (3,193) |
Total | 14,532 |
Operating Lease | |
Year Ended December 31, 2024 | 1,829 |
Year Ended December 31, 2025 | 3,383 |
Year Ended December 31, 2026 | 1,668 |
Year Ended December 31, 2027 | 699 |
Thereafter | 2,520 |
Total lease payments | 10,099 |
Less present value discount | (2,653) |
Total | 7,446 |
Total | |
Year Ended December 31, 2024 | 6,663 |
Year Ended December 31, 2025 | 8,217 |
Year Ended December 31, 2026 | 6,502 |
Year Ended December 31, 2027 | 3,922 |
Thereafter | 2,520 |
Total lease payments | 27,824 |
Less present value discount | (5,846) |
Total | $ 21,978 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||
Jul. 11, 2023 USD ($) | Sep. 29, 2022 USD ($) | Aug. 26, 2022 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) Antminer | Dec. 18, 2023 Miner | Oct. 04, 2023 USD ($) | Nov. 30, 2022 Antminer | |
Luminant Power Agreement | |||||||||
Loss Contingencies [Line Items] | |||||||||
Amount received from Power Agreement | $ 5.1 | $ 5.1 | |||||||
Proceeds from power sales | $ 1.7 | $ 1.7 | |||||||
Accrual cost of resolving claims | $ 2 | ||||||||
Accrual cost of resolving claims paid | $ 1 | ||||||||
Combined Luminant Lease Agreement | |||||||||
Loss Contingencies [Line Items] | |||||||||
Undiscounted principal and interest lease total | $ 19.7 | ||||||||
Principal and interest due over period | 4 years | 5 years | |||||||
Bitmain Technologies Limited | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of miners to be purchased | Antminer | 2,200 | 5,000 | |||||||
Bitmain Technologies Limited | Miner Purchase Agreement | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of miners to be purchased | Miner | 37,396 | ||||||||
Purchase obligation to be paid in cash, net of coupons | $ 16.8 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Sep. 21, 2022 | Apr. 08, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Shares authorized | 510,000,000 | |||
Share par value | $ 0.001 | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Common stock voting rights | one vote | |||
Aggregate amount of offering price to be received | $ 500,000,000 | |||
Shelf registration statement effective date | Oct. 06, 2022 | |||
Prior Sales Agreement | ||||
Sale of shares of common stock | 37,433,923 | |||
Private Placement Warrants | ||||
Warrant outstanding | 114,000 | 114,000 | ||
Common Stock Sales Agreement | ||||
Sale of shares of common stock | 37,433,923 | |||
Proceeds received from sale of common stock | $ 135,800,000 | |||
Weighted average price | $ 3.79 | |||
Public Warrants | ||||
Warrant outstanding | 8,499,980 | 8,499,980 | ||
Common Stock | Private Placement Warrants | ||||
Warrant outstanding | 114,000 | |||
Common Stock | Public Warrants | ||||
Warrant outstanding | 8,499,978 | |||
Maximum | At the Market Offering Agreement | ||||
Aggregate amount of offering price to be received | $ 250,000,000 | |||
Percentage of agent commission | 3% | |||
Maximum | Common Stock | ||||
Shares to be offered for sale by selling security holders | 23,265,565 | |||
Maximum | Common Stock | Private Placement Warrants | ||||
Shares of common stock issuable upon exercise of warrants | 114,000 | |||
Maximum | Common Stock | Public Warrants | ||||
Shares of common stock issuable upon exercise of warrants | 8,499,978 | |||
Maximum | Warrants | ||||
Warrants to be offered for sale by selling security holder | 85,500 | |||
Bitfury Top HoldCo | ||||
Agreement provides cancellation of common shares | 2,890,173 | |||
Repayment of Deposits | Bitfury Top HoldCo | ||||
Repayment of deposits | $ 10,000,000 | $ 10,000,000 | ||
Restricted Stock Units | ||||
Repurchase of common stock related to tax withholding settlement | 1,775,327 | 691,088 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Aug. 27, 2021 | |
Subsidiary Sale Of Stock [Line Items] | |||
Number of common stock entitled to purchase | 1 | ||
Exercise price of warrants | $ 11.5 | ||
Private Placement Warrants | |||
Subsidiary Sale Of Stock [Line Items] | |||
Warrant outstanding | 114,000 | 114,000 | |
Public Warrants | |||
Subsidiary Sale Of Stock [Line Items] | |||
Warrant outstanding | 8,499,980 | 8,499,980 | |
Warrant expiration term | 5 years | ||
Redemption price | $ 0.01 | ||
Minimum period for written notice of redemption | 30 days | ||
Redemption closing price | $ 18 | ||
Consecutive trading days | 20 days | ||
Consecutive trading days after commencement | 30 days | ||
Warrant description | The Company may redeem the outstanding warrants (except as described below with respect to the Private Placement Warrants):•in whole and not in part;•at a price of $0.01 per warrant;•upon a minimum of 30 days’ prior written notice of redemption to each warrant holder;•if, and only if, the closing price of Common Stock equals or exceeds $18.00 per share (as adjusted for share splits, stock capitalizations, reorganizations, recapitalizations and the like), for any 20 trading days within a 30-trading day period ending three trading days before the Company sends notice of redemption to warrant holders. |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||||
Nov. 17, 2021 | Aug. 27, 2021 | Dec. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Vesting period | 4 years | |||||
Common Stock | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, description | Initially, up to 19,869,312 shares of Common Stock were available for issuance under awards granted pursuant to the Incentive Award Plan. In addition, the number of shares of Common Stock available for issuance under the Incentive Equity Plan is increased on January 1 of each calendar year beginning in 2022 and ending in 2031 by an amount equal to the lesser of (a) three percent (3%) of the total number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares determined by the Board. | |||||
Service-Based RSUs | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Share-based compensation arrangement award fully vested upon grant | 4,942,907 | |||||
Share-based compensation arrangement award granted | 7,549,105 | |||||
Unrecognized compensation expense | $ 21 | |||||
Unrecognized compensation expense, weighted-average vesting period | 1 year 3 months 18 days | |||||
Share-based compensation award vest upon achievement of maximum market capitalization | $ 10,000 | |||||
Number of unvested shares | 17,047,242 | 14,441,044 | ||||
Weighed average grant date fair value | $ 3.23 | $ 3.96 | ||||
Performance-Based RSUs | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Unrecognized compensation expense | $ 5.2 | |||||
Unrecognized compensation expense, weighted-average vesting period | 6 months | |||||
Number of unvested shares | 4,257,710 | 4,257,710 | ||||
Weighed average grant date fair value | $ 7.76 | $ 7.76 | ||||
Equity Incentive Plan | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Maximum percentage of annual increase in shares available for incentive plan to outstanding common stock | 3% | |||||
Equity Incentive Plan | Common Stock | Maximum | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Number of shares available for issuance of awards | 19,869,312 | |||||
Incentive Award Plan | Common Stock | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Number of shares available for issuance of awards | 5,833,744 | |||||
Number of shares available for issuance of awards increase (decrease) | 7,426,559 | 7,478,382 | ||||
Incentive Award Plan | Restricted Stock Units | CEO | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Share-based compensation arrangement award fully vested upon grant | 5,676,946 | |||||
Share-based compensation arrangement award granted | 7,096,183 | |||||
Incentive Award Plan | Service-Based RSUs | CEO | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Share-based compensation arrangement award granted | 2,838,473 | |||||
Incentive Award Plan | Performance-Based RSUs | CEO | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Share-based compensation arrangement award granted | 4,257,710 | |||||
Incentive Award Plan | Performance-Based RSUs | Tranche One | CEO | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Share-based compensation award vest upon achievement of maximum market capitalization | $ 5,000 | |||||
Award lookback period | 30 days | |||||
Incentive Award Plan | Performance-Based RSUs | Tranche Two | CEO | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Share-based compensation award vest upon achievement of maximum market capitalization | $ 7,500 | |||||
Award lookback period | 30 days | |||||
Incentive Award Plan | Performance-Based RSUs | Tranche Three | CEO | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Share-based compensation award vest upon achievement of maximum market capitalization | $ 10,000 | |||||
Award lookback period | 30 days |
Share-based Compensation - Sche
Share-based Compensation - Schedule of Share-based Compensation Expense (Details) - General and Administrative Expenses - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 38,470 | $ 41,504 |
Service-Based RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 24,936 | 27,952 |
Performance-Based RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 12,630 | $ 13,552 |
Common Stock, Fully-Vested | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 904 |
Share-based Compensation - Summ
Share-based Compensation - Summary of Unvested RSU Activity (Details) - Service-Based RSUs | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Unvested, Beginning | shares | 14,441,044 |
Number of Shares, Granted | shares | 7,549,105 |
Number of Shares, Vested | shares | (4,942,907) |
Number of Shares, Unvested, Ending | shares | 17,047,242 |
Weighted Average Grant Date Fair Value, Unvested, Beginning | $ / shares | $ 3.96 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 2.31 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 3.97 |
Weighted Average Grant Date Fair Value, Unvested, Ending | $ / shares | $ 3.23 |
Share-based Compensation - Sc_2
Share-based Compensation - Schedule of Weighted Average Assumptions Used in Monte Carlo Valuation Model (Details) - Performance-Based RSUs | Nov. 17, 2021 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Risk-free interest rate | 1.60% |
Remaining term (in years) | 10 years |
Expected volatility | 96.10% |
Expected dividend yield | 0% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets And Liabilities Measurement on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets included in: | ||
Accounts receivable | $ 622 | $ 98 |
Assets, fair value | 193,136 | 84,255 |
Liabilities: | ||
Liabilities, fair value | 250 | 7 |
Level 1 | ||
Assets included in: | ||
Accounts receivable | 622 | 98 |
Assets, fair value | 99,545 | 17,553 |
Level 3 | ||
Assets included in: | ||
Assets, fair value | 93,591 | 66,702 |
Liabilities: | ||
Liabilities, fair value | 250 | 7 |
Warrant Liability | ||
Liabilities: | ||
Liabilities, fair value | 250 | 7 |
Warrant Liability | Level 3 | ||
Liabilities: | ||
Liabilities, fair value | 250 | 7 |
Bitcoin | ||
Assets included in: | ||
Assets, fair value | 32,978 | 6,512 |
Bitcoin | Level 1 | ||
Assets included in: | ||
Assets, fair value | 32,978 | 6,512 |
Money Market Securities | ||
Assets included in: | ||
Cash and cash equivalents | 65,945 | 10,943 |
Money Market Securities | Level 1 | ||
Assets included in: | ||
Cash and cash equivalents | 65,945 | 10,943 |
Derivative Asset | ||
Assets included in: | ||
Assets, fair value | 93,591 | 66,702 |
Derivative Asset | Level 3 | ||
Assets included in: | ||
Assets, fair value | $ 93,591 | $ 66,702 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Sep. 29, 2022 | Aug. 26, 2022 | Jul. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Luminant Power Agreement | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Amount received from Power Agreement | $ 5.1 | $ 5.1 | |||
Proceeds from power sales | $ 1.7 | $ 1.7 | |||
Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Percentage of discount rate utilized | 6.11% | 6.83% | |||
Change in fair value | $ 26.8 | ||||
Level 3 | Luminant Power Agreement | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative term of contract | 5 years |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Estimated Fair Value of Derivative Asset (Details) - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value | $ 26,800 | |
Derivative Asset | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance, beginning of period | 66,702 | |
Fair value on derivative asset effective date | $ 83,610 | |
Proceeds from reduction of scheduled power | (5,056) | |
Change in fair value | $ 26,889 | $ (11,852) |
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in Fair Value of Derivative Asset | Change in Fair Value of Derivative Asset |
Balance, end of period | $ 93,591 | $ 66,702 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Assumptions Utilized in Valuations of Private Placement Warrants (Details) - Private Placement Warrants | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Term | 2 years 8 months 12 days | 3 years 8 months 12 days |
Risk-free Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Private placement warrants, Measurement input | 0.04 | 0.0406 |
Dividend Yield Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Private placement warrants, Measurement input | 0 | 0 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Private placement warrants, Measurement input | 1.24 | 0.90 |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Private placement warrants, Measurement input | 11.5 | 11.5 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Change in the Fair Value of the Private Placement Warrants (Details) - Private Placement Warrants - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance, beginning of period | $ 7 | $ 137 |
Change in fair value | $ 243 | $ (130) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants |
Balance, end of period | $ 250 | $ 7 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Provision for income taxes | $ 3,567 | $ 1,840 |
Valuation allowance | 8,520 | $ 12,173 |
Decrease in valuation allowance | 3,700 | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 124,100 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 19,900 | |
Operating loss carryforwards, expiration year | 2042 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
State | $ 201 | |
Total current | 201 | $ 0 |
Deferred: | ||
Federal | 3,366 | 1,840 |
Total deferred | 3,366 | 1,840 |
Total income tax benefit (expense) | $ 3,567 | $ 1,840 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Expected Tax Computed at U.S. Statutory Federal Income Tax Rate to Total Benefit for Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at federal statutory rate | 21% | 21% |
State taxes, net of federal benefit | (0.70%) | 0% |
162m limitations | (5.30%) | (1.90%) |
Stock compensation | (30.30%) | (14.10%) |
Permanent differences | (0.50%) | 0.10% |
Difference and changes in tax rates | 0% | (0.80%) |
RTP and other | (16.20%) | 1.40% |
Change in valuation allowance | 16.10% | (10.60%) |
Income tax provision | (15.90%) | (4.90%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net Operating loss carryforwards | $ 27,075 | $ 10,253 |
Share-based compensation | 2,109 | 3,097 |
Accruals and other temporary difference | 2,317 | 115 |
Intangible assets | 3,762 | 4,002 |
Lease liability | 4,622 | 4,267 |
Joint venture investments | 6,612 | |
Bitcoin holdings | 308 | |
Gross deferred tax assets | 39,885 | 28,654 |
Valuation allowance | (8,520) | (12,173) |
Net deferred tax assets | 31,365 | 16,481 |
Deferred tax liabilities: | ||
Right-of-use asset | (3,835) | (4,107) |
Derivatives | (19,669) | (14,007) |
Joint venture investments | (11,268) | |
Bitcoin holdings | (434) | |
Property and equipment, net | (1,365) | (207) |
Gross deferred tax liabilities | (36,571) | (18,321) |
Net deferred tax liabilities | $ (5,206) | $ (1,840) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Common Shares Excluded from Computation of Diluted Net Loss Per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from computation of net loss per common share | 29,918,932 | 27,312,735 |
Public Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from computation of net loss per common share | 8,499,980 | 8,499,980 |
Private Placement Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from computation of net loss per common share | 114,000 | 114,000 |
Unvested RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from computation of net loss per common share | 21,304,952 | 18,698,755 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - shares | 12 Months Ended | |||||
Jan. 01, 2024 | Dec. 31, 2023 | Mar. 04, 2024 | Feb. 26, 2024 | Dec. 31, 2022 | Aug. 27, 2021 | |
Subsequent Event [Line Items] | ||||||
Distribution of Common Stock | 296,276,536 | 251,095,305 | ||||
Master Services and Supply Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Agreement termination date | Feb. 28, 2024 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Voting Power | 50% | |||||
Bitfury Top Hold Co [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Distribution of Common Stock | 200,000,000 | |||||
Bitfury Top Hold Co [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Distribution of Common Stock | 107,304,200 | |||||
Percentage of ownership by non controlling owner | 40% | |||||
Service-Based RSUs | ||||||
Subsequent Event [Line Items] | ||||||
Shares vested | 4,942,907 | |||||
Service-Based RSUs | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Repurchase of common stock related to tax withholding settlement | 737,513 | |||||
Service-Based RSUs | Employees and Consultants | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares vested | 1,748,926 |