UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2022

CIPHER MINING INC.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (332) 262-2300

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 9, 2022, Cipher Mining, Inc. (the “Company”) announced its results for the three and six months ended June 30, 2022. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the "Report").

Item 7.01 Regulation FD Disclosure.

On August 9, 2022, the Company posted a presentation to its website at https://investors.ciphermining.com (the “Presentation”). A copy of the Presentation is furnished as Exhibit 99.2 to this Report. The Company expects to use the Presentation, in whole or in part, and possibly with modifications, in connection with the earnings call with investors, analysts and others.

The information contained in the Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Presentation speaks only as of the date of this Report. The Company undertakes no duty or obligation to publicly update or revise the information contained in the Presentation, although it may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. In addition, the exhibit furnished herewith contains statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibit. By furnishing the information contained in the Presentation, the Company makes no admission as to the materiality of any information in the Presentation that is required to be disclosed solely by reason of Regulation FD.

The information in Items 2.02 and 7.01 of this Report (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits related to Item 2.02 and Item 7.01 shall be deemed to be furnished, and not filed:

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

2

Exhibit 99.1

Cipher Mining Provides Second Quarter 2022 Business Update

First of Four Initial Data Centers Completed

Three Additional Data Centers on Track for Deployment this Year

Power and Machine Contract Cost Discipline Provides Flexible and Resilient Business Model

NEW YORK—August 9, 2022—Cipher Mining Inc. (NASDAQ: CIFR) ("Cipher" or the "Company"), a U.S.-based bitcoin mining company, today announced results for its second quarter ending June 30, 2022, along with an update on its operations and deployment strategy.

“We are pleased to announce another quarter of successfully meeting our significant build-out milestones. We completed our Alborz data center, mining rigs are en route to finalize the initial phases of the Bear and Chief data centers, and our 205 megawatt facility at Odessa is scheduled to deploy over the remainder of 2022,” said Tyler Page, CEO of Cipher. "Against challenging cryptocurrency market conditions, our attractive bitcoin mining unit economics uniquely position us to move ahead successfully with our plans to become the world’s most efficient U.S.-based, large-scale bitcoin miner.”

Operations Updates

Business Update Call and Webcast

Cipher will host a conference call and webcast today at 8:00 a.m. Eastern Time to discuss the second quarter results for 2022 and management’s outlook for future financial and operational performance. The live webcast and a webcast replay of the conference call can be accessed from the investor relations page of Cipher's website at https://investors.ciphermining.com. To access this conference call, dial (800) 715-9871 or (646) 307-1963 and use the conference ID 9118892.

About Cipher

Cipher is an emerging technology company focused on the development and operation of bitcoin mining data centers in the United States. Cipher is dedicated to expanding and strengthening the Bitcoin network’s critical infrastructure. Together with its diversely talented team and strategic partnerships, Cipher aims to be a market leader in bitcoin mining growth and innovation. To learn more about Cipher, please visit https://www.ciphermining.com/.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws of the U.S. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release or during the business update conference call that are not statements of historical fact, including statements about our beliefs and expectations regarding our performance, strategy, expansion plans, future operations, future operating results, projected costs, prospects, plans, and objectives of our management, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "forecast," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions (including the negative versions of such words or expressions).

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and its management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: volatility in the price of Cipher's securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, variations in performance across competitors, changes in laws and regulations affecting Cipher's business, and the ability to implement

business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 4, 2022, the “Risk Factors” section of our Quarterly Report on Form 10-Q filed with the SEC on May 10, 2022 and in Cipher's subsequent filings with the SEC including Cipher’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 9, 2022. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Contacts:

Investor Contact:

Lori Barker

Blueshirt Group Investor Relations

cipher@blueshirtgroup.com

Media Contact:

Ryan Dicovitsky / Kendal Till

Dukas Linden Public Relations

CipherMining@DLPR.com

CIPHER MINING INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands except for share and per share amounts)

CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except for share and per share amounts)

(unaudited)

CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

(unaudited)

Non-GAAP Financial Measures

The following is a reconciliation of our non-GAAP loss from operations, which excludes the impact of (i) depreciation of fixed assets and (ii) stock compensation expense, to its most directly comparable GAAP measure for the periods indicated:

The following are reconciliations of our non-GAAP net loss and non-GAAP basic and diluted net loss per share, in each case excluding the impact of (i) depreciation of fixed assets (ii) change in fair value of warrant liability and (iii) stock compensation expense, to the most directly comparable GAAP measures for the periods indicated:

August 2022

Safe Harbor This presentation has been prepared by Cipher Mining Inc. and is made for informational purposes only. The information set forth herein does not purport to be complete or to contain all of the information you may desire. You must evaluate, and bear all risks associated with, the use of any information provided hereunder, including any reliance on the accuracy, completeness, safety or usefulness of such information. This information is not intended to be used as the primary basis of investment decisions. It should not be construed as advice designed to meet the particular investment needs of any investor. Statements contained herein are made as of the date of this presentation unless stated otherwise, and this presentation shall not under any circumstances create an implication that the information contained herein is correct as of any time after such date or that information will be updated or revised to reflect information that subsequently becomes available or changes occurring after the date hereof. You should read the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2022, the risk factors contained therein, and the other documents that the Company has filed with the SEC for more information about the Company. You can obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov or on our website at https://investors.ciphermining.com/financial-information/sec-filings. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this presentation that are not statements of historical fact, including statements about the Company’s beliefs and expectations regarding our performance, strategy, expansion plans, future operations, future operating results, projected costs, prospects, plans, and objectives of our management, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast,” “outlook,” “guidance” and other similar expressions. The Company bases these forward-looking statements on its current expectations, plans and assumptions that the Company has made in light of its experience in the industry, as well as its perceptions of historical trends, current conditions, expected future developments and other factors the Company believes are appropriate under the circumstances at such time. As you read and consider this presentation, you should understand that these statements are not guarantees of future performance or results. The forward-looking statements are subject to and involve risks, uncertainties and assumptions, and you should not place undue reliance on these forward-looking statements. Although the Company believes that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect the Company’s actual results or results of operations and could cause actual results to differ materially from those expressed in the forward- looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. All future written and oral forward-looking statements made in connection with this presentation attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by this paragraph. The contents and appearance of this presentation is copyrighted and the trademarks and service marks are owned by Cipher Mining Inc. All rights reserved.

Key Updates Source: Cipher Mining management (1) Assumes full up-time, network hash rate of 205 EH/s and 900 bitcoins mined per day Continued timely deployment of new bitcoin mining data centers – Alborz completed First 1.3 EH/s deployed, implying mining capacity of up to ~5.7 bitcoin per day(1) Industry-leading bitcoin mining economics from disciplined pursuit of low-cost structure, and no debt overhang Resilient business model for profitability during downturns in bitcoin mining environment Highlights

Up to ~6.9 EH/s expected capacity deployment by early 2023 Multiple relationships with top-tier power companies 1st of 4 data centers completed with total expected capacity of ~265 MW in early 2023 Unique Low-Cost Structure for Large Scale Mining Source: Cipher Mining management (1) Includes Bitmain and MicroBT contracts, net of contribution to joint venture partner (2) Represents the expected weighted average power price across sites currently under contract. This calculation excludes potential deals under non-binding term sheets (3) Preliminary estimate of non-miner infrastructure capex based on the current market environment (subject to change) Equipment Power Operations Low-Cost Scale Up to 6.9 EH/s expected capacity deployment by YE 2022 Multiple relationships with top-tier power companies 1st of 4 data centers completed with total expected capacity of 265 MW at YE 2022 ~$34.96 average price per TH/s, with ~32.1 J/TH average efficiency(1) 5-year+ PPAs with average power price of ~2.73 c/kWh(2) ~$450k anticipated infrastructure capex / MW for current sites(3)

Market Update Advantages Bitcoin Price ($USD)(1) Source: Cipher Mining management (1) Represents average USD market price across major Bitcoin exchanges from May 1, 2022, to August 1, 2022, per Blockchain.com Financing Market Update Lenders halted loan originations Existing loans with fast amortization punishing bitcoin miners 1 2 Best-in-class power and machine contracts 1 Machine Prices Substantially Reduced Secondary transactions at scale reported in ~$20s and $30s per TH/s range Flexibility to sell power hedges exposure to falling bitcoin price or growing network hash rate 2 UST loses peg; Luna collapses $30,176 May 10 3AC rumored insolvent $22,189 June 15 Celsius suspends withdrawals $26,593 June 13 Voyager files Chapter 11 $20,182 July 6 Implications 3 BTC Sales Miners liquidating BTC treasuries to meet debt obligations

Unit Economics Source: Cipher Mining management (1) Historical ERCOT RTM West Hub Prices (average daily price) (2) Assumes S19j Class from BitOoda report dated June 17, 2022 Cipher Mining has among the strongest unit economics in bitcoin mining Revenue per MWh(2) $20k $25k 200 EH/s 225 EH/s Network Hash Rate BTC Price $99 $123 $88 $110 Prices per MWh in Texas(1) $386 $1,166 6/1/2022 6/15/2022 6/30/2022 7/15/2022 7/30/2022 Odessa Fixed Power Cost

Pay ~$27 per MWh with the ability to sell power when more profitable than BTC mining New rigs acquired for ~$34.96 per TH/s No corporate debt; ~$11 million of low-LTV debt at Alborz JV with 21 months remaining on repayment terms Cipher Mining has among the strongest unit economics in bitcoin mining Unit Economics Source: Cipher Mining management (1) Historical ERCOT RTM West Hub Prices (average daily price) (2) Assumes S19j Class from BitOoda report dated June 17, 2022 Other BTC Miners Pay high energy or hosting costs Older fleet of less efficient rigs Paid top-of-market $/TH/s for rigs Onerous debt repayment terms Short amortization period before 2024 halving Monthly obligations may exceed bitcoin production Revenue per MWh(2) $20k $25k 200 EH/s 225 EH/s BTC Price $99 $123 $88 $110 Network Hash Rate Prices per MWh in Texas(1) $386 $1,166 6/1/2022 6/15/2022 6/30/2022 7/15/2022 7/30/2022 Odessa Fixed Power Cost

Milestones and Updates Source: Cipher Mining management Alborz completed with ~1.3 EH/s installed (~0.64 EH/s self-mining) Bear and Chief nearing completion with all mining rigs en route to sites (~0.65 EH/s total with ~0.32 EH/s of self-mining) Odessa scheduled to deploy throughout 2H 2022 Next generation data center design underway, evaluating immersion and liquid cooling designs 20 senior team members, with new executives from Alphabet, Amazon, Meta, Morgan Stanley, Point72 Asset Management and Scotiabank overseeing a total workforce at sites of ~180 people Data science team building predictive wind models to enhance operations and potentially offer services to third parties Data Center Completion Construction Team Cipher Mining has best-in-class data centers, construction processes and team members

Implementation Plan & Strategy

Site Development Source: Cipher Mining management (1) Pending final documentation with Luminant (2) Pending final interconnection agreements and Oncor’s planning 2023 Deployment Focus 2022 Updated Site Forecast Site name Q1 2022 Q2 2022 Q3 2022 Q4 2022 Alborz – 40 MW Bear – 10 MW Chief – 10 MW Odessa – 205 MW Andrews (200 MW)(1) 1 WindHQ Sites (Up to 200+ MW)(2) 2

Implementation – Completion of Alborz Source: Cipher Mining management

Implementation – Infrastructure Deployed at Bear + Chief Source: Cipher Mining management Bear Chief

Implementation – Odessa Nearing Completion Source: Cipher Mining management

Cipher Mining Overview Anticipated Weighted Average Power Price (c/kWh)(2) ~2.73c Anticipated Weighted Average Cost for Mining Rigs ($/TH/s)(1) ~$34.96 Anticipated Weighted Average Mining Rig Efficiency (J/TH)(1) ~32.1 Anticipated Infrastructure Capex Costs per MW ($)(3) ~$450k Source: Cipher Mining management (1) Includes Bitmain and MicroBT contracts, net of contribution to joint venture partner (2) Represents the expected weighted average power price across sites currently under contract. This calculation excludes potential deals under non-binding term sheets (3) Preliminary estimate of non-miner infrastructure capex based on the current market environment (subject to change) Liquidity Profile ~$30 million of cash and ~$9 million of receivables from JV partner as of August 1st, 2022 Adequate capital to complete infrastructure buildout at all initial data centers No corporate debt Bitmain contract – fully paid MicroBT contract: ~$101mm of estimated ~$200mm total paid Optimizing payment and delivery schedule to match data center deployment ~$9mm of ~$101mm already paid is the deposit to secure future deliveries Key Statistics

Consolidated Balance Sheets Source: Cipher Mining management

Consolidated Statement of Operations Source: Cipher Mining management

Non-GAAP Measures Source: Cipher Mining management The following is a reconciliation of our non-GAAP loss from operations, which excludes the impact of (i) depreciation of fixed assets and (ii) stock compensation expense, to its most directly comparable GAAP measure for the periods indicated: The following are reconciliations of our non-GAAP net loss and non-GAAP basic and diluted net loss per share, in each case excluding the impact of (i) depreciation of fixed assets (ii) change in fair value of warrant liability and (iii) stock compensation expense, to the most directly comparable GAAP measures for the periods indicated:

Appendix

Statements of Changes in Stockholders’ Equity (Deficit) Source: Cipher Mining management

Consolidated Statement of Cash Flows Source: Cipher Mining management

August 2022