SEC Comment Letter 0000000000-23-005459 to Cipher Digital Inc. (CIFR)
Cipher Digital Inc.
Date: May 23, 2023 · CIK: 0001819989 · Accession: 0000000000-23-005459
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-271641
Letter
United States securities and exchange commission logo May 23, 2023 Tyler Page Chief Executive Officer Cipher Mining Inc. 1 Vanderbilt Avenue, Floor 54, Suite C New York, NY 10017 Re:Cipher Mining Inc. Registration on Form S-3 Filed May 4, 2023 File No. 333-271641 Dear Tyler Page: We have limited our review of your registration statement to the issue we have addressed in our comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Registration on Form S-3 General 1.We note that you have provided collateral in connection with your agreements with Luminant ET Service Company LLC and Vistra Operations Company LLC. Please tell us whether your bitcoin serves as collateral pursuant to these agreements or any other agreements. If so, to the extent material, please discuss whether the current crypto asset market disruption has impacted the value of the underlying collateral, and explain any resulting material financing and liquidity risk this raises for your business. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
FirstName LastNameTyler Page Comapany NameCipher Mining Inc. May 23, 2023 Page 2 FirstName LastName Tyler Page Cipher Mining Inc. May 23, 2023 Page 2 Please contact Sonia Bednarowski at 202-551-3666 or Sandra Hunter Berkheimer, Legal Branch Chief, at 202-551-3758 with any questions. Sincerely, Division of Corporation Finance Office of Crypto Assets
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United States securities and exchange commission logo
May 23, 2023
Tyler Page
Chief Executive Officer
Cipher Mining Inc.
1 Vanderbilt Avenue, Floor 54, Suite C
New York, NY 10017
Re:Cipher Mining Inc.
Registration on Form S-3
Filed May 4, 2023
File No. 333-271641
Dear Tyler Page:
We have limited our review of your registration statement to the issue we have addressed
in our comment. Please respond to this letter by amending your registration statement and
providing the requested information. If you do not believe our comment applies to your facts
and circumstances or do not believe an amendment is appropriate, please tell us why in your
response. After reviewing any amendment to your registration statement and the information
you provide in response to this comment, we may have additional comments.
Registration on Form S-3
General
1.We note that you have provided collateral in connection with your agreements with
Luminant ET Service Company LLC and Vistra Operations Company LLC. Please tell us
whether your bitcoin serves as collateral pursuant to these agreements or any other
agreements. If so, to the extent material, please discuss whether the current crypto asset
market disruption has impacted the value of the underlying collateral, and explain any
resulting material financing and liquidity risk this raises for your business.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
FirstName LastNameTyler Page
Comapany NameCipher Mining Inc.
May 23, 2023 Page 2
FirstName LastName
Tyler Page
Cipher Mining Inc.
May 23, 2023
Page 2
Please contact Sonia Bednarowski at 202-551-3666 or Sandra Hunter Berkheimer, Legal
Branch Chief, at 202-551-3758 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets