SecProbe.io

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 April 22, 2025

Edward Farrell
Chief Financial Officer
Cipher Mining Inc.
1 Vanderbilt Avenue, Floor 54
New York, New York 10017

 Re: Cipher Mining Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-39625
Dear Edward Farrell:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Crypto Assets
cc: J. David Stewart
</TEXT>
</DOCUMENT>

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 April 14, 2025
 VIA EDGAR AND ELECTRONIC MAIL United States
Securities and Exchange Commission Division of Corporation Finance
 Office of Crypto Assets 100 F Street, N.E. Washington, D.C.
20549-6010 Attention:      Kate Tillan
 Mark Brunhofer

 Re:
 Cipher Mining Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-39625
 Dear Ms. Tillan and Mr. Brunhofer:
 We are submitting this letter in response to the comments received from the staff of the Securities and Exchange Commission (the
“ Staff ”) by letter, dated March 26, 2025 (the “ Comment Letter ”), regarding the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2024 (the “ Annual Report ”), as filed with the SEC on February 25, 2025. For ease of
review, we have set forth below the numbered comment of the Comment Letter in bold type, followed by the Company’s response thereto. Unless otherwise indicated, capitalized terms used herein have the meanings ascribed to them in the Annual
Report.

 April 14, 2025
 Page
 2

 Form 10-K for the Fiscal Year Ended
December 31, 2024 Critical Accounting Policies, and Use of Estimates, page 59

 1.
 Please represent to us that you will include in future filings qualitative and quantitative information
necessary to understand the estimation uncertainty and the impact your critical accounting estimates have had or are reasonably likely to have on your financial condition and results of operations. Your disclosure should explain why each critical
accounting estimate is subject to uncertainty and, to the extent the information is material and reasonably available, discuss how much each estimate and/or assumption has changed over a relevant period and the sensitivity of reported amounts to the
underlying methods, assumptions and estimates used, to the extent applicable. The disclosures should supplement, not duplicate, the description of accounting policies or other disclosures in the notes to the financial statements. Refer to Item
303(b)(3) of Regulation S-K and SEC Release No. 33-10890.
 Response : The Company respectfully acknowledges the Staff’s comment and represents that it will include in future filings
supplemental qualitative and quantitative information necessary to understand the estimation uncertainty and the impact critical accounting estimates have had or are reasonably likely to have on its financial condition and results of operations,
including why each critical accounting estimate is subject to uncertainty, and to the extent material and reasonably available, how much the estimate and/or assumption has changed over the relevant period and sensitivity of the reported amounts to
the underlying assumptions and estimates used, to the extent applicable. Notes to Consolidated Financial Statements
 Note 2. Summary of Significant Accounting Policies
 Revenue recognition, page F-16

 2.
 Please respond to the following with respect to your revenue recognition policy under ASC 606 and in future
filings make any applicable revisions to your disclosures:

 •

 You disclose that the contract is terminable at any time by either party with no substantive termination
penalty and the contract term is 24 hours. Tell us your consideration of whether the duration of the contract for accounting purposes is less than 24 hours because the contract continuously renews throughout the day. If you agree, revise your
accounting policy to state this. If you disagree, tell us why considering that each decision to not terminate appears to create a new contract for accounting purposes. Refer to Question 7 of the FASB Revenue Recognition Implementation Q&As.
 Response : The Company respectfully acknowledges the Staff’s comment. The Company has reviewed Question
7 of the FASB Revenue Recognition Implementation Q&As and concluded that the mining pool contracts align with Example 1 of such Question, where the contract can be terminated by each party at any time without compensating the other party for the
termination, other than paying amounts due as a result of goods and services transferred up to the termination date. In future filings, the Company will revise its disclosures to reflect that the duration of the contract for accounting purposes is
less than 24 hours because the contract continuously renews throughout the day.

 April 14, 2025
 Page
 3

 •

 You disclose that you recognize revenue over the contract term as hashrate is provided. ASC 606-10-25-23 indicates that recognition occurs upon the transfer of control of the service. Tell us your consideration of whether you
recognize revenue on the same day that control of the contracted service transfers to the mining pool operator, which is the same day as contract inception and revise your disclosure accordingly.
 Response : The Company respectfully acknowledges the Staff’s comment. The Company recognizes revenue on the same day that control
of the contracted service of providing hashrate transfers to the mining pool operator, which is the same as the contract inception. In future filings, the Company will revise its disclosures to clarify that the transfer of control is deemed to occur
as hashrate is provided.

 •

 You disclose that you measure the noncash consideration at fair value at contract inception. Revise your
disclosure in future filings to indicate the specific time that you measure the noncash consideration recognized at the Bitcoin spot price, i.e., whether it is at the beginning of the 24-hour period used to
determine contract payments (midnight UTC time). In addition, assuming that continuous renewal throughout the day results in multiple accounting contracts, revise your disclosure in future filings to indicate that the time that noncash consideration
is recognized is on the date of contract inception, consistent with the guidance in ASC 606-10-32-21.
 Response : The Company respectfully acknowledges the Staff’s comment and in future filings will update its disclosures to indicate
that the noncash consideration is recognized at 0:00:00 UTC daily on the date of contract inception. Note 4. Derivative Assets, page F-21

 3.
 You refer to Note 1. Organization for information regarding out-of-period adjustments you recorded during the year ended December 31, 2023, which affected cost of power, power sales, net operating loss and net loss. We are unable
to find the referenced disclosure. Please tell us the nature and amount of these adjustments and how you considered the disclosures required, if any, in ASC 250. Refer to SAB Topic 1.M and 1.N.
 Response : The Company respectfully acknowledges the Staff’s comment. Cost of revenue and power sales for the year ended
December 31, 2023 included out-of-period adjustments of approximately $2.0 million and $1.6 million, respectively, that increased both cost of revenue and
power sales on the condensed consolidated statements of operations for the year ended December 31, 2023, and resulted in net increases to operating loss and loss before taxes of approximately $0.4 million during the same period. These out-of-period adjustments related to power costs and power sales for the year ended December 31, 2022, which are invoiced on a net basis by the Company’s power
provider. Management evaluated the impact of this error on the Company’s previously issued audited consolidated financial statements for the year ended December 31, 2022, as well as on its audited consolidated financial statements for the
year ended December 31, 2023, assessing the error both quantitatively and qualitatively, and concluded that the error was not material to the financial statements for either period. These out-of-period adjustments were disclosed in Note 1. Organization of the notes to the condensed consolidated financial statements included in each of the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024, and September 30, 2024.

 April 14, 2025
 Page
 4

 According to ASC 250-10-50-8, when prior period adjustments are recorded, the resulting effects shall be disclosed in the annual report for the year in which the adjustments are made and in interim reports issued
during that year after the date of recording the adjustments. Therefore, the Company removed the disclosure for the annual period ended December 31, 2024.
 Note 7. Investment in Equity Investees, page F-23

 4.
 We note that you account for your 49% equity interests of the three Data Center LLCs under the equity method
of accounting. Please address the following comments:

 •

 Given that you operate these LLCs as indicated on page 1 and elsewhere, please provide us your analysis as to
why you do not consolidate these entities. As part of your response, specifically tell us whether each of the underlying LLCs are variable interest entities as well as whether they are similar to limited partnerships in the context of ASC 810-10-05-3 and explain why or why not.
 Response : The Company respectfully acknowledges the Staff’s comment. The Company did not consolidate the joint ventures in its
consolidated financial statements for the fiscal years ended December 31, 2024 and 2023, because it has never had a controlling financial interest in any of the joint ventures.
 Pursuant to each limited liability company agreement (each, a “ JV Agreement ”), the Company holds a 49% equity
interest in each of the joint ventures, with the Company’s unaffiliated joint venture partner (the “ JV Partner ”) holding the remaining 51%. Each joint venture entity’s board of managers (each, a
“ Board ”) has full, exclusive and complete discretion to manage and control the business and affairs of the entity. Each Board has three managers from the JV Partner and two from the Company, and each JV Agreement precludes
the Company from unilaterally making material operational decisions. The JV Partner is responsible for providing employees who are
dedicated to managing the daily operations of the data centers and maintaining the books and records of each joint venture entity, under supervision of both the JV Partner and the Company. The Company is responsible for maintaining the hashrate
reporting system and the miner performance reporting system for the joint ventures and is involved in capital planning decisions. All operational activities are jointly supervised by the JV Partner and the Company. The Company does not have the
power to control the joint venture entities through any contract, lease, other agreement or court decree. In future filings, the Company will make clearer the distinction between the joint venture entities and its wholly owned operations.
 The joint ventures are not limited partnerships as defined by ASC 810-10-05-3, because the entities are jointly operated by both partners and do not have a non-managing member that is functionally equivalent to a limited
partner. As part of the Company’s assessment of consolidation, the Company evaluated whether any of the joint ventures meet the
definition of a variable interest entity (a “ VIE ”), and concluded that none meet this definition. Pursuant to ASC
 810-10-15-17(d), a legal entity which meets the definition of a “business” does not need to be evaluated by a reporting
entity to determine if the legal entity is a VIE unless any of the four conditions described below exist. The Company concluded that each joint venture meets the definition of a “business” because each has inputs (electricity), a process
(bitcoin mining), and outputs (bitcoin). The Company’s evaluation of the four conditions relevant for ASC 810-10-15-17(d),
any of which could qualify a legal entity as a VIE, was as follows:

 April 14, 2025
 Page
 5

 •

 Condition 1 : The reporting entity, its related parties, or both participated significantly in the
design or redesign of the legal entity. However, this condition does not apply if the legal entity is an operating joint venture under joint control of the reporting entity and one or more independent parties or a franchisee.

 •

 The Company participated in the design of the joint venture projects as the Company is one of the sponsors for
each joint venture. The Company along with its joint venture partner share joint control of Alborz LLC, Bear LLC, and Chief Mountain LLC. Each entity meets the definition of a joint venture, as an entity owned and operated by a small group of
businesses (the joint venturers) as a separate and specific business or project for the mutual benefit of the members of the group. The purpose of each venture is to build a data center that will obtain power and equipment to operate as a bitcoin
mining facility. Combined expertise and contributions from each member are used in the mining of bitcoin. Bitcoin earned is shared by both members based on ownership. As such, Condition 1 does not apply.

 •

 Condition 2 : The legal entity is designed so that substantially all of its activities either
involve or are conducted on behalf of the reporting entity and its related parties.

 •

 The joint ventures are set up to benefit the Company and its joint venture partner 49% and 51%, respectively. The
Company believes, and as part of its analysis reviewed interpretive guidance from a global accounting firm to support the view that, the phrase “substantially all” may reasonably be interpreted to mean that at least 90% or more of the
economics of the entity relate or accrue to the benefit of a particular party. As such, Condition 2 does not apply.

 •

 Condition 3 : The reporting entity and its related parties provide more than half of the total of
the equity, subordinated debt, and other forms of subordinated financial support to the legal entity based on an analysis of the fair values of the interests in the legal entity.

 •

 The joint ventures are supported jointly by the Company and its joint venture partner, which is a third party.
The current equity and any future contributions are split 49% and 51%, by the Company and its joint venture partner, respectively. As such, Condition 3 does not apply.

 •

 Condition 4 : The activities of the legal entity are primarily related to securitizations or other
forms of asset-backed financings or single-lessee leasing arrangements.

 •

 The activities of the joint ventures relate to bitcoin mining, not securitization, other asset-backed financing
or single-lessee leasing arrangements or activities. As such, Condition 4 does not apply. As a result of the foregoing
analysis, the Company concluded that none of the three data center joint ventures are VIEs.

 •

 Regardless of whether consolidation or equity method accounting is appropriate, provide us your analysis
supporting your determination to not impair the miners contributed to the LLCs before they were contributed as part of your investments in the LLCs.
 Response : The Company respectfully acknowledges the Staff’s comment. According to each JV Agreement, the Company received an
equity interest in each joint venture entity equal to the cost incurred by the Company of the initially contributed equipment. The equipment contributed to each joint venture entity was contributed prior to being placed in to service. It was
procured by the Company on behalf of the joint ventures and shipped directly to each entity’s site. Between the date the Company contracted delivery of the equipment and

 April 14, 2025
 Page
 6

the date of delivery, the fair market value of the equipment declined below the Company’s cost. As such, at the time of contribution, the Company recorded losses in its “Equity in net
losses of equity investees” line item, which caused basis differences in the Company’s investments in the joint ventures as disclosed in Note 8 in the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2022: “As of December 31, 2022, 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 ot

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 March 26, 2025

Edward Farrell
Chief Financial Officer
Cipher Mining Inc.
1 Vanderbilt Avenue, Floor 54
New York, New York 10017

 Re: Cipher Mining Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-39625
Dear Edward Farrell:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Critical Accounting Policies, and Use of Estimates, page 59

1. Please represent to us that you will include in future filings
qualitative and
 quantitative information necessary to understand the estimation
uncertainty and the
 impact your critical accounting estimates have had or are reasonably
likely to have on
 your financial condition and results of operations. Your disclosure
should explain why
 each critical accounting estimate is subject to uncertainty and, to the
extent the
 information is material and reasonably available, discuss how much each
estimate
 and/or assumption has changed over a relevant period and the sensitivity
of reported
 amounts to the underlying methods, assumptions and estimates used, to
the extent
 applicable. The disclosures should supplement, not duplicate, the
description of
 accounting policies or other disclosures in the notes to the financial
statements. Refer
 to Item 303(b)(3) of Regulation S-K and SEC Release No. 33-10890.
 March 26, 2025
Page 2
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue recognition, page F-16

2. Please respond to the following with respect to your revenue recognition
policy under
 ASC 606 and in future filings make any applicable revisions to your
disclosures:
 You disclose that the contract is terminable at any time by either
party with no
 substantive termination penalty and the contract term is 24 hours.
Tell us your
 consideration of whether the duration of the contract for accounting
purposes is
 less than 24 hours because the contract continuously renews
throughout the day. If
 you agree, revise your accounting policy to state this. If you
disagree, tell us why
 considering that each decision to not terminate appears to create a
new contract
 for accounting purposes. Refer to Question 7 of the FASB Revenue
Recognition
 Implementation Q&As.
 You disclose that you recognize revenue over the contract term as
hashrate is
 provided. ASC 606-10-25-23 indicates that recognition occurs upon
the transfer
 of control of the service. Tell us your consideration of whether you
recognize
 revenue on the same day that control of the contracted service
transfers to the
 mining pool operator, which is the same day as contract inception
and revise your
 disclosure accordingly.
 You disclose that you measure the noncash consideration at fair
value at contract
 inception. Revise your disclosure in future filings to indicate the
specific time that
 you measure the noncash consideration recognized at the Bitcoin spot
price, i.e.,
 whether it is at the beginning of the 24-hour period used to
determine contract
 payments (midnight UTC time). In addition, assuming that continuous
renewal
 throughout the day results in multiple accounting contracts, revise
your disclosure
 in future filings to indicate that the time that noncash
consideration is recognized
 is on the date of contract inception, consistent with the guidance
in ASC 606-10-
 32-21.
Note 4. Derivative Assets, page F-21

3. You refer to Note 1. Organization for information regarding
out-of-period
 adjustments you recorded during the year ended December 31, 2023, which
affected
 cost of power, power sales, net operating loss and net loss. We are
unable to find the
 referenced disclosure. Please tell us the nature and amount of these
adjustments and
 how you considered the disclosures required, if any, in ASC 250. Refer
to SAB Topic
 1.M and 1.N.
Note 7. Investment in Equity Investees, page F-23

4. We note that you account for your 49% equity interests of the three Data
Center LLCs
 under the equity method of accounting. Please address the following
comments:
 Given that you operate these LLCs as indicated on page 1 and
elsewhere, please
 provide us your analysis as to why you do not consolidate these
entities. As
 part of your response, specifically tell us whether each of the
underlying LLCs are
 variable interest entities as well as whether they are similar to
limited partnerships
 in the context of ASC 810-10-05-3 and explain why or why not.
 March 26, 2025
Page 3

 Regardless of whether consolidation or equity method accounting is
appropriate,
 provide us your analysis supporting your determination to not impair
the miners
 contributed to the LLCs before they were contributed as part of your
investments
 in the LLCs.
 Assuming that equity method accounting for your investments with
no
 impairment of miners before being contributed is appropriate,
explain to us
 why there is a basis difference upon contribution of the miners.
Elaborate on why
 the LLCs recorded the contributed miners at your historical cost and
not at their
 fair value.

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Kate Tillan at 202-551-3604 or Mark Brunhofer at
202-551-3638 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: J. David Stewart
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CORRESP
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CORRESP

 Cipher Mining Inc.

1 Vanderbilt Avenue, Floor 54, Suite C

New York, New York 10017

 +1 (332) 262-2300

 May 30, 2023

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-6010

Re:
 Cipher Mining Inc. (the “Company”)

 Registration Statement on Form S-3 (File No. 333-271641)

 Ladies and Gentlemen:

The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the acceleration of the effective
date of the above-captioned Registration Statement on Form S-3 to 4:05 P.M., Eastern Time, on June 1, 2023 or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such
time.

 The Company requests that it be notified of such effectiveness by a telephone call to J. David Stewart of Latham & Watkins
LLP at (405) 933-4988 and that such effectiveness also be confirmed in writing.

Very truly yours,

Cipher Mining Inc.

By:

/s/ Tyler Page

Name: Tyler Page

Title:   Chief Executive Officer

cc:
 (via email)

J. David Stewart, Latham & Watkins LLP

CORRESP
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CORRESP

99 Bishopsgate

London EC2M 3XF

United Kingdom

Tel: +44(0)20.7710.1000 Fax: +44(0)20.7374.4460

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

Boston

New York

Brussels

Orange County

May 30, 2023

Century City

Paris

Chicago

Riyadh

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

Hamburg

Shanghai

Hong Kong

Silicon Valley

Houston

Singapore

London

Tel Aviv

VIA EDGAR AND ELECTRONIC MAIL

Los Angeles

Tokyo

Madrid

Washington, D.C.

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Crypto Assets

100 F Street, N.E.

 Washington, D.C. 20549-6010

Attention:      Sonia
 Bednarowski

  Sandra Hunter Berkheimer

Re:
 Cipher Mining Inc.

Registration Statement on Form S-3

Filed May 4, 2023

File No. 333-271641

Ladies and Gentlemen:

 On behalf of our client,
Cipher Mining Inc. (the “Company”), we are submitting this letter in response to the comment received from the staff of the Securities and Exchange Commission (the “Staff”) by letter, dated
May 23, 2023 (the “Comment Letter”), regarding the Company’s Registration Statement on Form S-3, as submitted to the Staff on May 4, 2023.

For ease of review, we have set forth below the numbered comment of the Comment Letter in bold type, followed by the Company’s response
thereto. Unless otherwise indicated, capitalized terms used herein have the meanings ascribed to them in the Registration Statement on Form S-3.

 Latham & Watkins is the
business name of Latham & Watkins (London) LLP, a registered limited liability partnership organised under the laws of New York and authorised and regulated by the Solicitors Regulation Authority (SRA No. 203820). A list of the names
of the partners of Latham & Watkins (London) LLP is open to inspection at its principal place of business, 99 Bishopsgate, London EC2M 3XF, and such persons are either solicitors, registered foreign lawyers, or managers authorised by the
SRA. We are affiliated with the firm Latham & Watkins LLP, a limited liability partnership organised under the laws of Delaware.

 May 30, 2023

Page 2

 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.

Response: The Company respectfully acknowledges the Staff’s comment and confirms that the bitcoin the Company mines or holds does
not serve as collateral under the Luminant ET Service Company LLC agreement, Vistra Operations Company LLC agreement or any other agreement.

* * *

 May 30, 2023

Page 3

 We hope the foregoing answer is responsive to your comment. Please do not hesitate to contact
me by telephone at +44 20 7710 3098 or e-mail at j.david.stewart@lw.com with any questions or comments regarding this correspondence.

 Very truly yours,

 /s/ J. David Stewart

 J. David Stewart

of LATHAM & WATKINS LLP

cc:
 (via email)

Tyler Page, Chief Executive Officer, Cipher Mining Inc.

Edward Farrell, Chief Financial Officer, Cipher Mining Inc.

William Iwaschuk, Co-President, Chief Legal Officer and Corporate Secretary, Cipher Mining Inc.

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

CORRESP
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CORRESP

 Cipher Mining Inc.

1 Vanderbilt Avenue, Floor 54, Suite C

New York, New York 10017

 +1 (332) 262-2300

 October 4, 2022

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-6010

Re:
 Cipher Mining Inc. (the “Company”)

 Registration Statement on Form S-3 (File No. 333-267537)

 Ladies and Gentlemen:

The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the acceleration of the effective
date of the above-captioned Registration Statement on Form S-3 to 4:05 P.M., Eastern Time, on October 6, 2022 or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such
time.

 The Company requests that it be notified of such effectiveness by a telephone call to J. David Stewart of Latham & Watkins
LLP at (405) 933-4988 and that such effectiveness also be confirmed in writing.

Very truly yours,

Cipher Mining Inc.

By:

/s/ Tyler Page

Name: Tyler Page

Title: Chief Executive Officer

cc:
 (via email)

J. David Stewart, Latham & Watkins LLP

United States securities and exchange commission logo
October 3, 2022
Tyler Page
Chief Executive Officer
Cipher Mining Inc.
1 Vanderbilt Avenue, Floor 54, Suite C
New York, NY 10017
Re:Cipher Mining Inc.
Registration Statement on Form S-3
Filed September 21, 2022
File 333-267537
Dear Tyler Page:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Edwin Kim, Attorney-Adviser, at (202) 551-3297 or Larry Spirgel, Office
Chief, at (202) 551-3815 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       J. David Stewart, Esq.

CORRESP
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 Cipher Mining Inc.

222 Purchase Street, Suite #290

Rye, New York 10580

 +1 (914) 370-8006

 January 26, 2022

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-6010

Re:

Cipher Mining Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-262283)

 Ladies and Gentlemen:

The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the acceleration of the effective
date of the above-captioned Registration Statement on Form S-1 to 4:05 P.M., Eastern Time, on January 28, 2022 or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such
time.

 The Company requests that it be notified of such effectiveness by a telephone call to J. David Stewart of Latham & Watkins
LLP at (405) 933-4988 and that such effectiveness also be confirmed in writing.

Very truly yours,

Cipher Mining Inc.

By:

 /s/ Tyler Page

Name: Tyler Page

Title: Chief Executive Officer

cc:

(via email)

J. David Stewart, Latham & Watkins LLP

Ryan Maierson, Latham & Watkins LLP

United States securities and exchange commission logo
January 25, 2022
Tyler Page
Chief Executive Officer
Cipher Mining Inc.
222 Purchase Street, Suite #290
Rye, New York 10580
Re:Cipher Mining Inc.
Registration Statement on Form S-1
Filed January 21, 2022
File No. 333-262283
Dear Mr. Page:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       David Stewart, Esq.

CORRESP
1
filename1.htm

CORRESP

 Cipher Mining Inc.

222 Purchase Street, Suite #290

Rye, New York 10580

 +1 (914) 370-8006

 October 6, 2021

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-6010

Re:

Cipher Mining Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-259786)

 Ladies and Gentlemen:

The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the acceleration of the effective
date of the above-captioned Registration Statement on Form S-1 to 4:05 P.M., Eastern Time, on October 8, 2021 or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such
time.

 To provide notice of effectiveness please call J. David Stewart of Latham & Watkins LLP at (405) 933-4988, or in his absence, Daria S. Latysheva at (+44) 20-7866-2661.

Very truly yours,

Cipher Mining Inc.

By:

 /s/ Tyler Page

Name:

Tyler Page

Title:

Chief Executive Officer

cc:

(via email)

J. David Stewart, Latham & Watkins LLP

Ryan Maierson, Latham & Watkins LLP

United States securities and exchange commission logo
October 1, 2021
William Iwaschuk
Chief Legal Officer
Cipher Mining Inc.
222 Purchase Street, Suite #290
Rye, NY 10580
Re:Cipher Mining Inc.
Registration Statement on Form S-1
Filed September 24, 2021
File No. 333-259786
Dear Mr. Iwaschuk:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Derby, Staff Attorney, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       David Stewart

CORRESP
1
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CORRESP

 Good Works Acquisition Corp.

4265 San Felipe, Suite 603

Houston, Texas 77027

 +1 (713) 468-2717

 July 29, 2021

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-6010

 Attention:

 Robert Littlepage

Claire DeLabar

Larry Spirgel

Matthew Derby

Re:
 Good Works Acquisition Corp. (the “Company”)

Registration Statement on Form S-4 (File
No. 333-256115)

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended (the
“Act”), the Company hereby requests acceleration of the effective date of the Registration Statement on Form S-4 (File No. 333-256115), as
amended (the “Registration Statement”). The Company respectfully requests that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on August 2, 2021, or as soon as practicable thereafter. In making
this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Schiff Hardin LLP, by calling
Ralph V. De Martino at +1 (202) 415-8300.

 Thank you for your assistance in this matter.

[signature page follows]

 Very truly yours,

Good Works Acquisition Corp.

By:

/s/ Cary Grossman

 Name: Cary Grossman

 Title: President

cc:
 (via email)

Fred S. Zeidman, Good Works Acquisition Corp.

Ralph V. De Martino, Schiff Hardin LLP

J. David Stewart, Latham & Watkins LLP

Ryan Maierson, Latham & Watkins LLP

CORRESP
1
filename1.htm

CORRESP

 Schiff Hardin LLP

901 K Street NW

 Suite 700

Washington, DC 20001

T 202.778.6400

 F 202.778.6460

 schiffhardin.com

Ralph V. De Martino

 (202) 724.6848

rdemartino@schiffhardin.com

 July 26, 2021

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street N.E.

Washington, D.C. 20549-6010

Attention:

 Robert Littlepage

 Claire
DeLabar

 Larry Spirgel

 Matthew
Derby

Re:

 Good Works Acquisition Corp.

 Draft
Registration Statement on Form S-4

 Submitted on July 9, 2021

CIK No. 0001819989

 Ladies and Gentlemen:

On behalf of our client, Good Works Acquisition Corp. (the “Company”), we submit this letter setting forth the
responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated July 22, 2021 (the
“Comment Letter”) with respect to the Amendment No. 2 to Registration Statement on Form S-4 filed with the Commission by the Company July 9, 2021 (the “Submission
No. 4”). The Company also previously submitted a Draft Registration Statement on Form S-4 on a confidential basis pursuant to Title I, Section 106 under the
Jumpstart Our Business Startups Act with the Commission on March 19, 2021 (“Submission No. 1”), a Registration Statement on Form S-4 filed with the
Commission on May 14, 2021 (“Submission No. 2”) and Amendment No. 1 to Registration Statement on Form S-4 (“Submission
No. 3” and, together with Submission No. 1, Submission No. 2 and Submission No. 4, the “Draft Submissions”). Concurrently with the filing of this letter, the
Company is hereby submitting Amendment No. 3 to the Registration Statement on Form S-4 (the “Amended Registration Statement”) through EDGAR.

For ease of review, we have set forth below the numbered comment of your letter in bold type followed by the Company’s response thereto.
Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amended Registration Statement.

 Prospectus Cover Page, page i

1.
 Prominently caution investors that although the Company’s Sponsor, Bitfury, has extensive resources and
experience in cryptomining, its business and financial resources are completely independent of the Company, a start-up endeavor with no prior operating history

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

 * * *

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

Very truly yours,

 /s/ Ralph V. De Martino

Ralph V. De Martino

Schiff Hardin LLP

cc:
 (via email)

Fred S. Zeidman, Good Works Acquisition Corp.

Cary Grossman, Good Works Acquisition Corp.

J. David Stewart, Latham & Watkins LLP

Ryan Maierson, Latham & Watkins LLP

United States securities and exchange commission logo
July 22, 2021
Cary Grossman
President
GOOD WORKS ACQUISITION CORP.
4265 San Felipe, Suite 603
Houston, TX 77027
Re:GOOD WORKS ACQUISITION CORP.
Amendment No. 2 to Registration Statement on Form S-4
Filed July 9, 2021
File No. 333-256115
Dear Mr. Grossman:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            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.
Form S-4/A filed July 9, 2021
Prospectus Cover Page, page i
1.Prominently caution investors that although the Company's Sponsor, Bitfury, has
extensive resources and experience in cryptomining, its business and financial resources
are completely independent of the Company, a start-up endeavor with no prior operating
history.
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Matthew Derby, Staff
Attorney, at (202) 551-3334 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.

 FirstName LastNameCary Grossman
 Comapany NameGOOD WORKS ACQUISITION CORP.
 July 22, 2021 Page 2
 FirstName LastName
Cary Grossman
GOOD WORKS ACQUISITION CORP.
July 22, 2021
Page 2
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

CORRESP

 Schiff Hardin LLP

901 K Street NW

 Suite 700

Washington, DC 20001

T 202.778.6400

 F 202.778.6460

 schiffhardin.com

 Ralph V. De Martino

(202) 724.6848

 rdemartino@schiffhardin.com

 July 9, 2021

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:        Robert
 Littlepage

    Claire DeLabar

    Larry Spirgel

    Matthew Derby

Re:
     Good Works Acquisition Corp.

    Draft Registration Statement on Form S-4

    Submitted on June 14, 2021

    CIK No. 0001819989

Ladies and Gentlemen:

 On behalf of our client,
Good Works Acquisition Corp. (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in its comment letter dated June 30, 2021 (the “Comment Letter”) with respect to the Amendment No.1 to Registration Statement on Form
S-4 filed with the Commission by the Company June 14, 2021 (the “Submission No. 3”). The Company also previously submitted a Draft Registration Statement on Form S-4 on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act with the Commission on March 19, 2021 (“Submission
No. 1”) and a Registration Statement on Form S-4 filed with the Commission on May 14, 2021 (“Submission
No. 2” and, together with Submission No. 1 and Submission No. 3, the “Draft Submissions”). Concurrently with the filing of this letter, the Company is hereby submitting
Amendment No. 2 to the Registration Statement on Form S-4 (the “Amended Registration Statement”) through EDGAR.

For ease of review, we have set forth below each of the numbered comments of your letter in bold type followed by the Company’s responses
thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amended Registration Statement.

Questions and Answers About the Proposals, page 11

1.
 Include an additional Q&A quantifying the total dilution that shareholders who elect not to redeem their
shares may experience in connection with the business combination. Provide disclosure of the impact of each significant source of dilution, such as the amount of equity held by founders and convertible securities, including warrants retained by
redeeming shareholders. Your disclosure should illustrate potential dilution to non-redeeming shareholders assuming different magnitudes of redemptions (e.g. minimum, maximum and interim redemption levels).

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

 What equity stake will current GWACs shareholders and
current Ciphers stockholder, Bitfury Top HoldCo, hold..., page 12

2.
 It appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise your
disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 12 and 13 of the Amended Registration
Statement in response to the Staff’s comment.

 Risk Factors, page 48

3.
 Please explain to us how a right of first refusal regarding the purchase of chips is a substantive right in
light of the ability of Bitfury to control Cipher.

 Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that in the Amended Registration Statement, we only refer to this provision in the description of the Master Services and Supply Agreement (page 192 of the Amended Registration Statement) as a contractual
right, which Cipher can use to purchase chips that Bitfury Top HoldCo makes available to the market in future. We revised the disclosure on page 192 to say that Cipher “can use” this contractual right, instead of “is expecting to
benefit from” this right. In a number of key places in the Amended Registration Statement, we also highlight that there is a risk that Bitfury Top HoldCo, as Cipher’s controlling shareholder, may not honor that right and Cipher will have
limited recourse against this. See “Risk Factors—Risks Related to GWAC and the Business Combination—Upon the completion of the Business Combination, Bitfury Top HoldCo will be New Cipher’s controlling shareholder and, as such,
may be able to control our strategic direction and exert substantial influence over all matters submitted to our stockholders for approval, including the election of directors and amendments of our organizational documents, and an approval right
over any acquisition or liquidation of New Cipher.” This may be further exacerbated by the fact that Bitfury Top HoldCo, Cipher’s contractual counterparty under the Master Services and Supply Agreement and Cipher’s controlling
shareholder, is a holding company with limited assets, and Cipher may have limited recourse to collect damages in the event of Bitfury Top HoldCo’s default under the Master Services and Supply Agreement. The Company advises the Staff that a new
risk factor highlighting that risk was added on page 86 of the Amended Registration Statement “Risk Factors—Risks Related to GWAC and the Business Combination—Bitfury Top HoldCo is our counterparty under the Master Services and
Supply Agreement and is a holding company with limited assets.”

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

4.
 Disclose the material risks to unaffiliated investors presented by taking the company public through a
merger rather than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised page 84 of the
Amended Registration Statement to add a new risk factor “Risk Factors—Risks Related to GWAC and the Business Combination—Because Cipher is not conducting an underwritten offering of its securities, no underwriter has conducted due
diligence of Cipher’s business, operations or financial condition or reviewed the disclosure in this proxy statement/prospectus.”

5.
 Please highlight material differences in the terms and price of securities issued at the time of the IPO as
compared to private placements contemplated at the time of the business combination. Disclose if the SPAC’s sponsors, directors, officers or their affiliates will participate in the private placement.

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

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

6.
 Please update the disclosure to include the most recent restatement for the Public warrants.

 Response: The Company has revised the Amended Registration Statement in response to the Staff’s comment.
Please see page 79 of the Amended Registration Statement.

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

7.
 Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates
have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses for
which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers and directors, if material.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 81 and 82 of the Amended Registration
Statement. The Company hereby informs the Staff that no loans have been extended by the Sponsor and its affiliates, no fees are due to the Sponsor and its affiliates other than the $7,650,000 in deferred underwriting fees payable to I-Bankers in the event that the Business Combination is consummated (which has been disclosed), and that there are no out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Cipher’s officers and directors have no such reimbursement.

 Vote
of The Sponsor, Directors and Officers, page 103

8.
 We note that certain shareholders agreed to waive their redemption rights. Please describe any consideration
provided in exchange for this agreement.

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

Vote of The Sponsor, Directors and Officers, page 103

9.
 We note that you expect transaction fees to account for 40% of your revenue, and provide 2.38 Bitcoin per
block in 2025. We further note that your disclosure addresses the average transaction fees in dollars during the previous peaks in Bitcoin value and transactions. Please revise to include additional disclosure regarding the total Bitcoin per block
that came from transaction fees during the peaks, and why management believes it will reach 2.38 Bitcoin per block in 2025.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 132, 187 and 188 of the Amended
Registration Statement.

 Unaudited Pro Forma Condensed Combined Financial Information, page 209

10.
 We note in the description of the Bitfury Subscription Agreement on pages 121 and 149 that Bitfury Top
HoldCo agreed to subscribe for and purchase 5 million shares of New Cipher common stock for a benefit-in-kind commitment of $50 million as payment. We also
note on page 187 that Standard Power shall provide the hosting capacity, housing and equipment for Miners and is responsible for proper installation and the costs of work for hosting the Miners and proper care and maintenance of the Miners, the
facilities and the containers in which the Miners are installed, purchasing the containers from Bitfury Top HoldCo’s affiliate or another supplier. We also note on page F-57 that you believe the Standard
Hosting Agreement is a lease. Based on this disclosure, it is unclear exactly what equipment and services will be covered under the Bitfury Subscription Agreement, since Standard Power is the purchaser of equipment and services. Please expand the
disclosure to clarify what equipment and services are expected to be purchased by New Cipher that would qualify for the 25% discount pursuant to the Bitfury Subscription Agreement.

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

•

 With respect to the Bitfury Subscription Agreement, the parties have agreed to change its terms. In exchange for
5 million shares of New Cipher common stock, Bitfury Top HoldCo will make a $50 million cash payment, which will be paid at Closing in the form of cash and/or forgiveness of outstanding indebtedness owed by Cipher to Bitfury Top HoldCo (or
an affiliate of Bitfury Top HoldCo), instead of a 25% benefit-in-kind discount under the Master Services and Supply Agreement. This is reflected in the amended and
restated Bitfury Subscription Agreement, attached as Exhibit 10.4 to the Amended Registration Statement. The Company revised pages 1, 28, 124, 113 and elsewhere to reflect this.

•

 The Master Services and Supply Agreement has been amended to: (i) remove the provision stating that Bitfury
Top HoldCo will be an exclusive provider to Cipher of the services listed in the schedule attached thereto and in respect of all of New Cipher’s planned initial physical locations, (ii) remove the right of first refusal of Bitfury Top
HoldCo on the provision of such services to any further U.S. locations established by Cipher and (iii) remove the provision on 25% benefit-in-kind discount under the Master Services and Supply Agreement (as discussed above).

•

 The Company revised pages 192, 193 and elsewhere of the Amended Registration Statement to reflect this
change and the amended and restated Form of Master Services and Supply Agreement is attached as Annex I to the Amended Registration Statement. The Company advises the Staff that, with those changes, Cipher is under no obligation
to order any equipment or services under the Master Services and Supply Agreement. It is possible that no equipment or services will be provided under the Master Services and Supply Agreement, including with respect to the Standard Power Hosting
Agreement. Furthermore, the Standard Power Hosting Agreement is not exclusive and, as described in “Information about Cipher—Material Agreements—Power Arrangements and Hosting Arrangements” on pages 189 and 190, it is only
meant to cover the electric power infrastructure and hosting of Cipher’s Bitcoin mining equipment at the three facilities in Ohio. As outlined in “Information about Cipher—Our Planned Cryptocurrency Operations—Operational
Buildout Timeline” on pages 183, 184 and elsewhere, as part of its initial buildout phase, Cipher aims to complete the first initial buildout phase of its operations across at least four cities in the United States (three in Texas and one
in Ohio) by the end of 2022.

 We would also advise the Staff that none of the Power Arrangements and Hosting
Arrangements are considered to be agreements with related parties.

11.
 We note in the description of the Bitfury Subscription Agreement on pages 121 and 149 that Bitfury Top
HoldCo agreed to subscribe for and purchase 5 million shares of New Cipher common stock for a benefit-in-kind commitment of $50 million as payment. Please
expand the disclosure in Note (3) on page 216 to detail the accounting treatment afforded to the Bitfury Private Placement, including how you determined that reflecting the $50 million as a Prepaid Services asset is within the scope of ASC
340-10-05 rather than analogous to guidance in ASC 505-10-50, which precludes asset
classification and requires a deduction from equity instead. Please address the risk factor on page 51 that summarizes what you will do in the event Bitfury is unable to perform its obligations under the agreement and the uncertainty regarding
recoverability such risks pose to you in your response.

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

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

 Beneficial Ownership of Securities, page 240

12.
 Please disclose the sponsor and its affiliates’ total potential ownership interest in the combined
company, assuming exercise and conversion of all securities.

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

Financial Statements, page F-1

13.
 We note on page 51 that “if Bitfury Top HoldCo is unable or refuses o

United States securities and exchange commission logo
June 30, 2021
Cary Grossman
President
GOOD WORKS ACQUISITION CORP.
4265 San Felipe, Suite 603
Houston, TX 77027
Re:GOOD WORKS ACQUISITION CORP.
Amendment No. 1 to Registration Statement on Form S-4
Filed June 15, 2021
File No. 333-256115
Dear Mr. Grossman:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 3, 2021 letter.
Form S-1/A filed June 5, 2021
Questions and Answers About the Proposals, page 11
1.Include an additional Q&A quantifying the total dilution that shareholders who elect not
to redeem their shares may experience in connection with the business combination.
Provide disclosure of the impact of each significant source of dilution, such as the amount
of equity held by founders and convertible securities, including warrants retained by
redeeming shareholders.  Your disclosure should illustrate potential dilution to non-
redeeming shareholders assuming different magnitudes of redemptions (e.g. minimum,
maximum and interim redemption levels).

 FirstName LastNameCary Grossman
 Comapany NameGOOD WORKS ACQUISITION CORP.
 June 30, 2021 Page 2
 FirstName LastName
Cary Grossman
GOOD WORKS ACQUISITION CORP.
June 30, 2021
Page 2
What equity stake will current GWACs shareholders and current Ciphers stockholder, Bitfury
Top HoldCo, hold..., page 12
2.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
Risk Factors, page 48
3.Please explain to us how a right of first refusal regarding the purchase of chips is a
substantive right in light of the ability of Bitfury to control Cipher.
4.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering. These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
5. Please highlight material differences in the terms and price of securities issued at the time
of the IPO as compared to private placements contemplated at the time of the business
combination. Disclose if the SPAC’s sponsors, directors, officers or their affiliates will
participate in the private placement.
We may face litigation and other risks as a result of the material weakness in our internal control
over financial reporting, page 79
6.Please update the disclosure to include the most recent restatement for the Public
warrants.
The Sponsor and some of GWAC's directors and executive officers have interests in the Business
Combination..., page 81
7.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material
Vote of The Sponsor, Directors and Officers, page 103
8.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.

 FirstName LastNameCary Grossman
 Comapany NameGOOD WORKS ACQUISITION CORP.
 June 30, 2021 Page 3
 FirstName LastName
Cary Grossman
GOOD WORKS ACQUISITION CORP.
June 30, 2021
Page 3
Expected Revenue Structure, page 185
9.We note that you expect transaction fees to account for 40% of your revenue, and provide
2.38 Bitcoin per block in 2025.  We further note that your disclosure addresses the
average transaction fees in dollars during the previous peaks in Bitcoin value and
transactions.  Please revise to include additional disclosure regarding the total Bitcoin per
block that came from transaction fees during the peaks, and why management believes it
will reach 2.38 Bitcoin per block in 2025.
Unaudited Pro Forma Condensed Combined Financial Information, page 209
10.We note in the description of the Bitfury Subscription Agreement on pages 121 and 149
that Bitfury Top HoldCo agreed to subscribe for and purchase 5 million shares of New
Cipher common stock for a benefit-in-kind commitment of $50 million as payment.  We
also note on page 187 that Standard Power shall provide the hosting capacity, housing and
equipment for Miners and is responsible for proper installation and the costs of work for
hosting the Miners and proper care and maintenance of the Miners, the facilities and the
containers in which the Miners are installed, purchasing the containers from Bitfury Top
HoldCo's affiliate or another supplier.  We also note on page F-57 that you believe the
Standard Hosting Agreement is a lease.  Based on this disclosure, it is unclear exactly
what equipment and services will be covered under the Bitfury Subscription Agreement,
since Standard Power is the purchaser of equipment and services.  Please expand the
disclosure to clarify what equipment and services are expected to be purchased by New
Cipher that would qualify for the 25% discount pursuant to the Bitfury Subscription
Agreement.
11.We note in the description of the Bitfury Subscription Agreement on pages 121 and 149
that Bitfury Top HoldCo agreed to subscribe for and purchase 5 million shares of New
Cipher common stock for a benefit-in-kind commitment of $50 million as
payment.  Please expand the disclosure in Note (3) on page 216 to detail the accounting
treatment afforded to the Bitfury Private Placement, including how you determined that
reflecting the $50 million as a Prepaid Services asset is within the scope of ASC 340-10-
05 rather than analogous to guidance in ASC 505-10-50, which precludes asset
classification and requires a deduction from equity instead.   Please address the risk factor
on page 51 that summarizes what you will do in the event Bitfury is unable to perform its
obligations under the agreement and the uncertainty regarding recoverability such risks
pose to you in your response.
Beneficial Ownership of Securities, page 240
12. Please disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.

 FirstName LastNameCary Grossman
 Comapany NameGOOD WORKS ACQUISITION CORP.
 June 30, 2021 Page 4
 FirstName LastName
Cary Grossman
GOOD WORKS ACQUISITION CORP.
June 30, 2021
Page 4
Financial Statements, page F-1
13.We note on page 51 that "if Bitfury Top HoldCo is unable or refuses or fails to perform its
obligations under the Master Services and Supply Agreement, whether due to certain
economic or market conditions, bankruptcy, insolvency, lack of liquidity, operational
failure, fraud, or for any other reason, it will have a material adverse effect on our
business..."   We also note in the description of the Master Services and Supply
Agreement on page 246 that Bitfury Top HoldCo is required to use commercially
reasonable efforts to manufacture (or procure the manufacture by its suppliers and/or
subcontractors) and therefore, New Cipher may or may not be able to utilize their discount
in future periods. Please provide an audited balance sheet of Bitfury pursuant to Rule 3-13
of Regulation S-X to support the liquidity of Bitfury and its ability to perform under the
Master Services and Supply Agreement.
Financial Statements - Good Works Acquisition Corp.
Note 11 - Subsequent Events, page F-47
14.Refer to your discussion of the binding definitive framework agreement dated June 10,
2021 on pages 188 and 189.  Please expand the disclosure of the joint venture to include
the additional terms and details in the agreement, including your responsibilities and how
the development fees and revenues will be allocated to venture partners.  Please also
describe your accounting policy for the joint venture.
15.Please expand the disclosure of the discount of the service fees to clarify the accounting
treatment to be afforded to the benefit-in-kind commitment.
Financial Statements - Cipher Mining Technologies Inc., page F-49
16.Please update the financial statements and other financial information in the filing for
New Cipher to include the interim period ended March 31, 2021.  Please refer to the
guidance in Rule 8-08 of Regulation S-X.
Revenue recognition, page F-55
17.We note your expanded disclosure for revenue recognition for digital asset mining
services and mining pools.  Please expand the disclosure to clarify how your performance
obligations are impacted by the obligations by Standard Power on page 187 that states that
Standard Power will provide hosting capacity, housing and equipment for Miners and is
responsible for proper installation and the costs of work for hosting the Miners and proper
care and maintenance of the Miners, facilities and the containers in which the Miners are
installed, purchasing the containers, etc.  Please expand MD&A on pages 199 and 200
accordingly.

 FirstName LastNameCary Grossman
 Comapany NameGOOD WORKS ACQUISITION CORP.
 June 30, 2021 Page 5
 FirstName LastName
Cary Grossman
GOOD WORKS ACQUISITION CORP.
June 30, 2021
Page 5
Note 2. Basis of Presentation, Summary of Significant Accounting Policies and Recent
Accounting Pronouncements
Fair Value of Digital Currency, page F-57
18.We note that the consideration you will receive for revenue is non-cash consideration.
Please expand your accounting policy disclosure to include your accounting policy for
indefinite-lived intangible assets, including impairments, in that the fair value at the time
of the impairment will result in a new cost basis that will not be adjusted upward for any
subsequent increase in fair value.
Recent accounting pronouncements issued but not yet adopted, page F-57
19.Please expand the disclosure to address the specific assets included in the "electric power
infrastructure" to be consistent with the description of the Standard Power agreement
described on page 187.
Note 6. Subsequent Events, page F-58
20.Refer to your discussion of the binding definitive framework agreement dated June 10,
2021 on pages 188 and 189.  Please expand the disclosure of the joint venture to include
the additional terms and details in the agreement, including your responsibilities and how
the development fees and revenues will be allocated to venture partners.  Please also
describe your accounting policy for the joint venture.
21.Please expand the disclosure of the benefit-in-kind commitment to clarify the accounting
treatment.
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Matthew Derby, Staff
Attorney, at (202) 551-3334 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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CORRESP

 June 14, 2021

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:                Claire DeLabar

Robert Littlepage

 Matthew
Derby

 Larry Spirgel

Re:        Good Works Acquisition Corp.

Draft Registration Statement on Form S-4

Submitted on May 14, 2021

CIK No. 0001213900

 Ladies and
Gentlemen:

 On behalf of our client, Good Works Acquisition Corp. (the “Company”), we submit this letter setting
forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated June 3, 2021 (the
“Comment Letter”) with respect to the Registration Statement on Form S-4 filed with the Commission by the Company May 14, 2021 (the “Submission No.2”). The
Company also previously submitted a Draft Registration Statement on Form S-4 on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act with the Commission on
March 19, 2021 (“Submission No. 1” and, together with Submission No. 2, the “Draft Submissions”). Concurrently with the filing of this letter, the Company is
hereby filing Amendment No. 1 to the Registration Statement on Form S-4 (the “Submission No. 3”) through EDGAR.

For ease of review, we have set forth below each of the numbered comments of your letter in bold type followed by the Company’s responses
thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Submission No. 3.

 Registration Statement
on Form S-4

 Combined Business Summary, Company Overview, Summary of the Proxy Statement/Prospectus, page
22

1.
 Clarify here and elsewhere, as applicable, that New Cipher will be controlled by Bitfury.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 23, 51, 95,
96, 178, 190, 197 and elsewhere of Submission No. 3 to highlight that New Cipher will be controlled by Bitfury Top HoldCo.

2.
 To provide necessary clarity as to the overlapping interests between the Company and Bitfury, consider
including a before and after chart depicting overlapping equity ownership of the Company and Bitfury.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 24 of Submission No. 3, adding the
charts.

 Risk Factors, page 48

3.
 With a view towards clarifying the disclosure on page 48 and elsewhere, please explain to us how a right of
first refusal regarding the purchase of chips is a substantive right in light of the ability of Bitfury to control Cipher.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 50, 51 and elsewhere of Submission
No. 3 to expand the risk factor related to the Master Services and Supply Agreement to clarify that Bitfury Top HoldCo has been and will remain Cipher’s controlling shareholder following the Business Combination. The Master Services and Supply
Agreement constitutes and will be treated as a related-party transaction between Cipher and Bitfury. We believe that the as such, in connection with New Cipher’s relationship with Bitfury Top HoldCo (including under the Master Services and
Support Agreement), as part of its periodic disclosures, New Cipher will disclose the following in accordance with ASC 850, Related Party Disclosures:

•

 the nature of the relationship(s) involved;

•

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

•

 the dollar amounts of transactions for each of the periods for which income statements are presented and the
effects of any change in the method of establishing the terms from that used in the preceding period; and

•

 amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise
apparent, the terms and manner of settlement.

 The Company has also revised pages 190 and 246 of Submission No. 3 to
highlight that, following the Business Combination, Bitfury Top HoldCo will be entitled to appoint a majority of the members of New Cipher Board, and it will have the power to determine the decisions to be taken at New Cipher’s shareholder
meetings on matters of New Cipher’s management that require the prior authorization of New Cipher’s shareholders, including in respect of related party transactions, such as the Master Services and Supply Agreement, corporate
restructurings and the date of payment of dividends and other capital distributions. Thus, the decisions of Bitfury Top HoldCo as the controlling shareholder of New Cipher on these matters, including its decisions with respect to its or New
Cipher’s performance under the Master Services and Supply Agreement, may be contrary to the expectations or preferences of New Cipher Common Stock holders. We included cross-references to the appropriate risk disclosures on pages 23, 178 and
197 in risk factor “Risk Factors—Additional Risks Relating to Ownership of New Cipher Common Stock Following the Business Combination—Upon completion of the Business Combination, New Cipher will be a “controlled company”
within the meaning of Nasdaq listing rules and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies” and section “Certain Relationships and Related
Person Transactions—Cipher’s Related Party Transaction—Master Services and Supply Agreement”.

 Background to the Business
Combination, page 112

4.
 We note your response to prior comment 5. Please revise to provide additional context regarding the
conclusion that Tyler Page, the Head of Business Development at Bitfury, would be able to make decisions independently of Bitfury. As part of your discussion, include a more detailed timeline regarding when Mr. Page became the Chief Executive
Officer of Cipher Mining Technologies and when he ceased to have responsibilities at

 2

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

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 124 and 201 of Submission No. 3. The
added disclosure clarifies that on January 7, 2021, Bitfury Top HoldCo incorporated Cipher and became its sole shareholder. Since 2020, Tyler Page, who served as the Head of Business Development for digital asset infrastructure at Bitfury
Holding, which is also owned by Bitfury Top HoldCo, had been designated to be the CEO of Cipher. While Mr. Page had effectively ceased his duties as the Head of Business Development at Bitfury Holding from Cipher’s inception, Mr. Page
remained employed by Bitfury Holding, an entity owned by Cipher’s sole stockholder Bitfury Top HoldCo. Mr. Page ceased all his responsibilities under his contract with Bitfury Holding in March 2021 and, upon the Closing, Mr. Page will
terminate his contract with Bitfury Holding. Mr. Page has already signed his employment agreement with Cipher Mining Technologies Inc. (attached as Exhibit 10.26 to Submission No. 3) and, following the Business Combination, he will owe his
duties and responsibilities as a Chief Executive Officer and New Cipher’s Director solely to New Cipher.

 Certain Cipher Projected Financial
Information, page 126

5.
 We note your response to prior comment 8, specifically with regards to your projected efficiency for ASIC
chips and the network hash rate over the next 4 years. Please revise to provide additional support for each projection. With regards to the efficiency, discuss why management believes efficiency will increase at the rate indicated. With regards to
the network hash rate projection, include a discussion regarding past increases in hash rate, why management believes it will continue to increase at a slower rate, and the impact that higher difficulty and network hash rate would have on revenue.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 130 through
132 of Submission No. 3 to provide additional support in the form of historical figures and charts for the projected ASIC chip efficiency estimates and the network hash rate. The Company advises the Staff that the historical figures provided
are based on various third-party reports and forecasts for industry growth and market penetration, which were considered in preparation of Cipher’s business model.

Our Key Strengths, page 174

6.
 We note your response to prior comment 12. We further note that the report you cite, the 3rd Global
Cryptoasset Benchmarking Study, indicates that there is significant regional variability in the cost of electricity, including as low as 2.5 cents per kWh in Latin America and the Caribbean. Please revise to clarify the average electricity costs
Bitfury pays in the markets in which it operates to provide additional context regarding the median electricity price paid by Bitcoin miners.

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

 3

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

 The Company has revised disclosure on page 179 and elsewhere of Submission No. 3, to
(i) clarify that it believes that the average 2.7 cents per KWh that it expects to pay under its power arrangements is a competitive electricity price as compared to the electricity prices that are publicly available for North American
operations of other cryptocurrency miners (including those published by the 3rd Global Cryptoasset Benchmarking Study) and (ii) provide an average range of electricity prices (approximately 2.8 c/kWh to approximately 4.5 c/kWh) that has been
reported by some of Cipher’s North American peers. As particular power contracts may vary in terms and conditions, the Company believes that providing a general range of electricity prices for Bitcoin mining operations in North America based on
the available public information would help the investors to better understand why Cipher believes that its negotiated prices are competitive.

7.
 We note your response to prior comment 13. Please revise to provide your calculations supporting your
ability to mine 21,000 Bitcoin in 2025. Also, provide balancing disclosure regarding the limitations on the underlying assumptions that you will be able to mine 21,000 Bitcoin per annum including a discussion of difficulty and hash rate. In
addition, revise to clarify what proportion of your rewards you expect will come from transaction fees post-halving. Finally, under the Expected Revenue Structure section on page 180 provide a discussion of the past and present average transaction
fee per block and how the company expects that to change over time.

 Response: The Company respectfully
acknowledges the Staff’s comment and has revised page 178 of Submission No. 3 to explicitly outline the following key assumptions underlying the estimate, pertaining to the Bitcoin network and our operations, in particular: (i) the
overall hashrate of Bitcoin network reaching approximately 455 EH/s by December 2025, (ii) Bitcoin price being in approximate $50,000 range, (iii) average transaction fees per block of 2.38 Bitcoin by December 2025, (iv) the progress of
Cipher’s planned expansion with approximately 103,000 miners deployed with power consumption of approximately 3,250W per miner by 2025, (v) Cipher’s ability to deploy approximately 745MW of electrical power, and (vi) ASIC chip
efficiency reaching approximately 10 W/TH in 2025.

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

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

 4

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

 Unique access to
technology for best-in-class performance, page 175

8.
 We note your response to prior comment 14. Please disclose any potential conflict of interest Bitfury may
have in terms of providing ASIC miners to Cipher Technologies instead of to their foreign mining operations. For example, if Bitfury is able to secure lower cost electricity or government subsidies in a foreign jurisdiction, it may not be
commercially reasonable for them to provide discounted miners to the Company.

 Response: The Company
respectfully acknowledges the Staff’s comment and has revised pages 50 and 51 of Submission No. 3 to add to the risk factor “Our success will, in part, be dependent upon maintaining a successful relationship with Bitfury Top HoldCo
under the Master Services and Supply Agreement and, as our controlling shareholder following the Business Combination, .Bitfury Top HoldCo’s decisions on various matters, including its decisions with respect to its or New Cipher’s
performance under the Master Services and Supply Agreement, may be contrary to the expectations or preferences of New Cipher Common Stock holders” a clarification that (i) the Bitfury Group has its own mining operations and
(ii) there is a risk that Bitfury Top HoldCo may refuse to deliver the equipment or services ordered by New Cipher under the Master Services and Supply Agreement if it perceives that it may deliver those equipment or services on more
advantageous economic terms to other third parties or to other companies of the Bitfury Group.

 Information About Cipher Bitcoin Mining Technology,
page 178

9.
 We note your disclosure that “Bitfury Group does not own or operate any foundries and relies on a
foundry partner to manufacture its silicon wafers.” Please revise to identify your foundry partner, and if you are substantially dependent upon your foundry partner, fi

United States securities and exchange commission logo
June 3, 2021
Cary Grossman
President
GOOD WORKS ACQUISITION CORP.
4265 San Felipe, Suite 603
Houston, TX 77027
Re:GOOD WORKS ACQUISITION CORP.
Registration Statement on Form S-4
Filed May 14, 2021
File No. 333-256115
Dear Mr. Grossman:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 16, 2021 letter.
Registration Statement on Form S-4
Combined Business Summary
Company Overview, page 22
1.Clarify here and elsewhere, as applicable, that New Cipher will be controlled by Bitfury.
Summary of the Proxy Statement/Prospectus, page 22
2.To provide necessary clarity as to the overlapping interests between the Company and
Bitfury, consider including a before and after chart depicting overlapping equity
ownership of the Company and Bitfury.

 FirstName LastNameCary Grossman
 Comapany NameGOOD WORKS ACQUISITION CORP.
 June 3, 2021 Page 2
 FirstName LastName
Cary Grossman
GOOD WORKS ACQUISITION CORP.
June 3, 2021
Page 2
Risk Factors, page 48
3.With a view towards clarifying the disclosure on page 48 and elsewhere, please explain to
us how a right of first refusal regarding the purchase of chips is a substantive right in light
of the ability of Bitfury to control Cipher.
Background to the Business Combination, page 120
4.We note your response to prior comment 5.  Please revise to provide additional context
regarding the conclusion that Tyler Page, the Head of Business Development at Bitfury,
would be able to make decisions independently of Bitfury.  As part of your discussion,
include a more detailed timeline regarding when Mr. Page became the Chief Executive
Officer of Cipher Mining Technologies and when he ceased to have responsibilities at
Bitfury.  To the extent Mr. Page had additional responsibilities at Bitfury while he was
also negotiating with Bitfury, please provide a discussion of the potential conflicts of
interest.  Finally, clarify whether Cipher Mining Technologies was a wholly owned
subsidiary of Bitfury Holding, or the amount of voting control they had of Cipher Mining
Technologies while negotiations were taking place.
Certain Cipher Projected Financial Information, page 126
5.We note your response to prior comment 8, specifically with regards to your projected
efficiency for ASIC chips and the network hash rate over the next 4 years.  Please revise
to provide additional support for each projection.  With regards to the efficiency, discuss
why management believes efficiency will increase at the rate indicated.  With regards to
the network hash rate projection, include a discussion regarding past increases in hash
rate, why management believes it will continue to increase at a slower rate, and the impact
that higher difficulty and network hash rate would have on revenue.
Our Key Strengths, page 174
6.We note your response to prior comment 12.  We further note that the report you cite, the
3rd Global Cryptoasset Benchmarking Study, indicates that there is significant regional
variability in the cost of electricity, including as low as 2.5 cents per kWh in Latin
America and the Caribbean.  Please revise to clarify the average electricity costs Bitfury
pays in the markets in which it operates to provide additional context regarding the
median electricity price paid by Bitcoin miners.
7.We note your response to prior comment 13.  Please revise to provide your calculations
supporting your ability to mine 21,000 Bitcoin in 2025.  Also, provide balancing
disclosure regarding the limitations on the underlying assumptions that you will be able to
mine 21,000 Bitcoin per annum including a discussion of difficulty and hash rate.  In
addition, revise to clarify what proportion of your rewards you expect will come from
transaction fees post-halving.  Finally, under the Expected Revenue Structure section on

 FirstName LastNameCary Grossman
 Comapany NameGOOD WORKS ACQUISITION CORP.
 June 3, 2021 Page 3
 FirstName LastNameCary Grossman
GOOD WORKS ACQUISITION CORP.
June 3, 2021
Page 3
page 180 provide a discussion of the past and present average transaction fee per block
and how the company expects that to change over time.
Unique access to technology for best-in-class performance, page 175
8.We note your response to prior comment 14.  Please disclose any potential conflict of
interest Bitfury may have in terms of providing ASIC miners to Cipher Technologies
instead of to their foreign mining operations.  For example, if Bitfury is able to secure
lower cost electricity or government subsidies in a foreign jurisdiction, it may not be
commercially reasonable for them to provide discounted miners to the Company.
Information About Cipher
Bitcoin Mining Technology, page 178
9.We note your disclosure that "Bitfury Group does not own or operate any foundries and
relies on a foundry partner to manufacture its silicon wafers." Please revise to identify
your foundry partner, and if you are substantially dependent upon your foundry partner,
file your underlying agreement with such partner as an exhibit pursuant to Item
601(b)(10)(ii) of Regulation S-K.
10.We note your disclosure regarding the 5nm NIVEN chip anticipated to be available by the
end of 2021.  To the extent known, please provide additional detail regarding the expected
efficiency of the NIVEN chip in comparison to current generation ASIC chips.  In
addition, revise to clarify whether any 5nm ASIC chips have been produced or if they are
still in the design phase.  Consider incorporating this into your discussion regarding the
expected increases in chip efficiency underlying your projections.
Material Agreements
Master Services and Supply Agreement, page 183
11.We note your representations in your response to comment 20 and the disclosure on page
183 where you state "Cipher is not obligated to order any equipment or services from
Bitfury under the Master Services and Supply Agreement."  In light of Bitfury's
controlling interest in Cipher such representations appear to lack substance.  Please advise
us and revise your disclosures throughout your filing to clarify Bitfury's ability to exercise
control over Cipher.  Regarding the Nasdaq corporate governance requirement that a
majority of its Board, compensation and nominating and corporate governance
committees consist of independent directors, explain to us Bitfury's ability to elect the
directors of the New Cipher Board.  If Bitfury will cede voting control over New Cipher,
this should be made clear in the filing.
Mining Pools, page 187
12.We note your response to prior comment 18.  Please revise to discuss the average
percentage that the Company anticipates it will pay to third-party mining pool operators.

 FirstName LastNameCary Grossman
 Comapany NameGOOD WORKS ACQUISITION CORP.
 June 3, 2021 Page 4
 FirstName LastName
Cary Grossman
GOOD WORKS ACQUISITION CORP.
June 3, 2021
Page 4
Beneficial Ownership of Securities, page 233
13.We note your response to prior comment 22.  We further note that the Cipher Stockholder
is identified as Bitfury Top HoldCo B.V. in the summary.  To avoid unnecessary
ambiguity, replace all references to the "Cipher Stockholder" with "Bitfury Top HoldCo
B.V."
14.Please identify the natural person or persons who directly or indirectly exercise sole or
shared voting and/or dispositive power with respect to the common stock held by the
entities identified in the table. Refer to Item 403 of Regulation S-K.
Financial Statements - Cipher Mining Technologies Inc.
Note 2. Basis of Presentation, Summary of Significant Accounting Policies and Recent
Accounting Pronouncements
Revenue Recognition, page F-53
15.We note the disclosure provided in response to comment 25.  Rather than a generic
recitation of ASC 606, please describe your specific policies applicable to each of your
revenue earning activities.
16.Please expand your policy disclosure to specifically address your revenue recognition
policies for the Bitcoin mining hosting agreement with Standard Power and explain
them to us.  In this regard, please refer to ASC 840-10-15-6 and tell us if your
arrangement to provide to Standard Power Bitcoin miners contains a lease.  Also, address
your accounting and reporting policies with respect to the Hosting Fee and the Bitcoin
Profits Sharing Fee.  Tell us if you will be reporting revenues net of these fees.
17.Please specifically address, and explain to us, your revenue recognition policies with
respect to your activities as a mining pool participant.  Identify the customer and disclose
your policies with respect to the timing of recognition, any potential difference in
valuation as a result of measuring the non-cash consideration received at the inception of
the contract versus at confirmation by the pool operator of the Company’s share of the
bitcoin the pool operator received upon the pool operator’s successful placement of the
block, and the treatment of fees payable to the pool operator.

 FirstName LastNameCary Grossman
 Comapany NameGOOD WORKS ACQUISITION CORP.
 June 3, 2021 Page 5
 FirstName LastName
Cary Grossman
GOOD WORKS ACQUISITION CORP.
June 3, 2021
Page 5
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            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.
            You may contact Claire DeLabar, Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Matthew Derby, Staff
Attorney, at (202) 551-3334 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

SEC Response Letter

 Schiff Hardin LLP

901 K Street NW

Suite 700

Washington, DC 20001

 T 202.778.6400

 F 202.778.6460

schiffhardin.com

Ralph V. De Martino

(202) 724.6848

rdemartino@schiffhardin.com

 May 14, 2021

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:
 Claire DeLabar

 Robert Littlepage

 Matthew Derby

 Larry Spirgel

 Division of Corporation Finance

        Re:
 Good Works Acquisition Corp.

 Draft Registration Statement on Form S-4

 Confidentially submitted on March 19, 2021

 CIK No. 0001819989

Ladies and Gentlemen:

 On behalf of our client,
Good Works Acquisition Corp. (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in its comment letter dated April 16, 2021 (the “Comment Letter”) with respect to the Draft Registration Statement on Form S-4
filed with the Commission by the Company March 19, 2021 (the “Draft Submission”). Concurrently with the filing of this letter, the Company is hereby submitting the Registration Statement on Form S-4 (the “Submission No. 2”) through EDGAR.

For ease of review, we have set forth below each of the numbered comments of your letter in bold type followed by the Company’s responses
thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

 Draft
Registration Statement on Form S-4

 Summary of the Proxy Statement/Prospectus, page 22

1.
 In an appropriate place in this section please provide a concise summary and table of the use of funds in
this transaction, to include payments expected to be made to Bitfury and to affiliates of the Company.

 United States Securities and Exchange Commission

May 14, 2021

 Page 2

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

Our success will be highly dependent upon maintaining a successful relationship with Bitfury..., page 44

2.
 Explain how your agreement with Bitfury to deliver critical equipment will be maintained “on an
arm’s length basis” in light of Bitfury’s control of Cipher.

 Response: The Company
respectfully acknowledges the Staff’s comment and has revised pages 48, 49, 52, 121, 183, 184 and elsewhere of Submission No. 2. The revised disclosure provides that the agreement will be entered into between Cipher Mining Technology, Inc.
and its sole shareholder Bitfury Top HoldCo B.V. (“Bitfury”). The additional disclosure also removes the references to “arm’s length basis”, clarifying that, while, the exact specifications, amount, quantity and
timing for the equipment and services that Cipher Mining Technology, Inc. may request under the Master Services and Supply Agreement will be specified in individual orders that may be placed in the future pursuant to the agreement, the Master
Services and Supply Agreement includes several key terms that are more advantageous from the perspective of Cipher Mining Technology, Inc. (“Cipher”). Specifically, Cipher expects to benefit from the right of first refusal regarding
the purchase of ASIC chips that Bitfury makes available to the market in future and the “most-favored nation pricing” protection in relation to the services and equipment to be supplied by Bitfury.

The Company also notes that, while upon completion of the planned business combination between the Company and Cipher (the “Business
Combination”), the Cipher Stockholder is expected to beneficially own approximately 77.66% of New Cipher’s common stock and, therefore, New Cipher will be a “controlled company” under Nasdaq corporate governance standards,
New Cipher has voluntarily elected to comply with the Nasdaq corporate governance requirement that a majority of the New Cipher Board, compensation and nominating and corporate governance committees consist of independent directors. These governance
protections are put in place to ensure arm’s length bargaining in relation to material transactions between Cipher and Bitfury and to ensure Cipher’s independence, notwithstanding Bitfury’s significant share ownership.

Risk Factors

 We are exposed to risks
related to disruptions in the global supply chain..., page 47

3.
 Please revise this risk factor to include a discussion regarding limitations of and competition in microchip
manufacturing, including the current shortage in supply.

 Response: The Company respectfully acknowledges the
Staff’s comment and has revised pages 52 and 53 of Submission No. 2 to include two additional risk factors elaborating on this risk: “Miners rely on components and raw materials that may be subject to price fluctuations or
shortages, including ASIC chips that have been subject to an ongoing significant shortage, and we cannot order the equipment necessary for our initial buildout phase without the funds that we expect to obtain upon Closing of the Business
Combination” and “We are exposed to risks related to disruptions or other failures in the supply chain for cryptocurrency hardware and difficulties in obtaining new hardware.”

 United States Securities and Exchange Commission

May 14, 2021

 Page 3

 Risks Related to Cryptocurrency Mining, page 64

4.
 Discuss how the limited supply of bitcoins that can be mined (and the current mining total) affects your
business plan.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised pages
71 and 72 of Submission No. 2, clarifying the risk by adding a new risk factor “The supply of Bitcoin is limited, and production of Bitcoin is negatively impacted by the Bitcoin halving protocol expected every four years.”

Background to the Business Combination, page 112

5.
 We note your disclosure that Tyler Page worked on a contract basis for Bitfury immediately prior to being
designated to be CEO of Cipher. We further note your disclosure on page 181 that Mr. Page served as Bitfury’s Head of Business Development for digital asset infrastructure. Please provide a more detailed discussion regarding
Mr. Page’s duties while at Bitfury. As part of your disclosure, discuss management’s determination that Mr. Page, the CEO of a Bitfury affiliate, and former employee of Bitfury, could make decisions independently of Bitfury and
conduct negotiations on an arms-length basis.

 Response: The Company respectfully acknowledges the
Staff’s comment and has revised pages 121 and 193 and elsewhere of Submission No. 2.

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

6.
 Define the phrase “greenfield company.”

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

 The GWAC Board’s Reasons for the Business Combination, page 115

7.
 In light of the pre-existing relationships between members of the
company’s management and Bitfury, explain how the board determined that the company’s policies did not trigger the need to obtain a fairness opinion for the transaction.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company’s policies require
that its board of directors (the “Board of Directors”) obtain a fairness opinion in connection with a proposed initial business combination if the target company is affiliated with the Company’s officers or directors. None of
the Company’s officers or directors is affiliated with the counterparty in the proposed initial business combination, Cipher, and therefore the Company believes that a fairness opinion is not required.

 United States Securities and Exchange Commission

May 14, 2021

 Page 4

 The term “affiliate” is defined under Regulation C, Rule 405 promulgated under the
U.S. Securities Act of 1933, as amended, as follows:

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

At the time of the introduction to the Company of the potential opportunity to effect an initial business combination with Cipher, the only
officer or director of the Company who had a relationship with Cipher or any of its affiliates was Douglas C. Wurth. Mr. Wurth is the Co-Chairman and a member of the Board of Directors. He is also the
Chairman of 500 N 4th Street LLC, doing business as Standard Power (“Standard Power”), and he owns a controlling interest in Perpetual Power LLC which, in turn, owns a majority of the equity interests in Standard Power. Prior to the
Company’s consideration of the Business Combination, Standard Power was in negotiations with Bitfury, Cipher’s majority shareholder, to provide to Bitfury hosting and transmission infrastructure to accommodate Bitcoin mining in the United
States. The relationship between Standard Power and Bitfury led to Mr. Wurth introducing Bitfury and Cipher to the Company. At that time and as of the time that the Business Combination was considered and approved by the Board of Directors,
Standard Power did not have any established business relationship with Cipher or any of its affiliates.

 Neither Mr. Wurth nor
Standard Power is controlled by, or is under common control with Cipher, Bitfury or any of their affiliates. Standard Power is an independent company with its own governance structure; Standard Power’s management is not interlocked with the
boards of directors of any of Cipher, Bitfury or any of their affiliates; neither Standard Power nor Mr. Wurth owns any interest in Cipher or in any affiliate of Cipher; neither Cipher nor any affiliate of Cipher owns any interest in Standard
Power; and there were no business relationships between Standard Power, on the one hand, and Cipher or any of Cipher’s affiliates, on the other hand, at any of the relevant times that could support a conclusion that Mr. Wurth or Standard
Power was controlled by, controlling, or under common control with Cipher, Bitfury or any of their affiliates. In fact, the business relationship between Standard Power and Cipher was not concluded until April 1, 2021, when the parties signed
the Standard Power Hosting Agreement. The Company respectfully revised pages 31, 128 and 182 of Submission No. 2 to clarify this.

From the outset Mr. Wurth made full disclosure to the Board of Directors of his potential interest in the Business Combination, and the
Board of Directors addressed his “interested person” status in its deliberations and its consideration of the Business Combination. Mr. Wurth’s interest in the transaction is disclosed on pages 128, 129 and 235 of Submission
No. 2. That said, “interested person” status under the Delaware General Corporation law is not synonymous with, and in fact is a distinct concept from, an “affiliated person” status under the U.S. federal securities laws.
Mr. Wurth is “interested” in the Business Combination but he is not affiliated with any of Cipher, Bitfury or any of their affiliates, and therefore the Company’s view is that, under the Company’s policies, no fairness
opinion is or was required.

 United States Securities and Exchange Commission

May 14, 2021

 Page 5

 Certain Cipher Projected Financial Information, page 119

8.
 We note the assumptions used in preparing your projections through 2025. Please clarify the following:

•

 The basis for the 100% linear growth in Bitcoin over the five year period;

•

 How you determined that the network hashrate will be ~455 Eh/s at the end of 2025. In that regard, we note
that over the last 4 years the Bitcoin hashrate has increased by a substantially greater degree than your projections for hashrate over the next 4 years;

•

 Whether you assumed increases in ASIC efficiency in TH per watt, and, if so, what rate you used for your
assumptions; and

•

 Whether you considered the block reward halving expected to occur in 2024.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 127 and 128 of Submission No. 2. The
Company also provides the following clarifications:

•

 The basis for the 100% linear growth in Bitcoin over the five year period;

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

•

 How you determined that the network hashrate will be ~455 Eh/s at the end of 2025. In that regard, we note
that over the last 4 years the Bitcoin hashrate has increased by a substantially greater degree than your projections for hashrate over the next 4 years;

In light of the industry dynamics and the development stage of the Bitcoin ecosystem, Cipher’s management does not believe that the
Bitcoin hashrate will continue its growth at the same pace that it has over the past 4 years and believes the ~455 Eh/s estimate at the end of 2025 to be realistic.

•

 Whether you assumed increases in ASIC efficiency in TH per watt, and, if so, what rate you used for your
assumptions; and

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

 Projections Year

2021E

2022E

2023E

2024E

2025E

 ASIC efficiency in W/TH (Watts per
Terahash)(1)

31

20

15

12

10

(1)
 ASIC efficiency of 31 Watts per Terahash (W/TH) in 2021E, and increasing in new ASIC chip models to 20 W/TH in
2022E, 15W/TH in 2023E, 12W/TH in 2024E and 10 W/TH in 2025E.

•

 Whether you considered the block reward halving expected to occur in 2024.

The Company respectfully advises the Staff that the expected 2024 halving has been considered and included in all model calculations. The
Company has revised page 127 and elsewhere of Submission No. 2 to explicitly clarify this.

 United States Securities and Exchange Commission

May 14, 2021

 Page 6

 Business Overview, page 164

9.
 Please revise to clarify whether Bitfury is the manufacturer and fabricator of the ASIC Chips, or whether
those chips are sourced from third-party manufacturers. If so, provide disclosure regarding any agreements Cipher or Bitfury has with those manufacturers, and provide the material terms of the agreement. If Bitfury fabricates and manufacturers the
ASIC chips, provide a discussion regarding the potential supply constraints and manufacturing capacity of Bitfury.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 52, 178, 179 and elsewhere of Submission
No. 2 to clarify that Bitfury designs the ASIC chips, but it does not own or operate any chip manufacturing facilities (also known as foundries). Similarly to most of its peers, Bitfury relies on a single third-party foundry partner to
manufacture its silicon wafers required for the chips. The production of ASIC chips typically requires highly sophisticated silicon wafers, which currently, only a small number of foundries in the world are capable of producing. For the large-scale
manufacturing of its new NIVEN ASIC chip, Bitfury is expecting to utilize the manufacturing capacity at its foundry partner. The risks and production constraints related to this planned production are similar to any other supply and product quality
risks

United States securities and exchange commission logo
April 16, 2021
Cary Grossman
President
GOOD WORKS ACQUISITION CORP.
4265 San Felipe, Suite 603
Houston, TX 77027
Re:GOOD WORKS ACQUISITION CORP.
Draft Registration Statement on Form S-4
Submitted March 19, 2021
CIK: 0001819989
Dear Mr. Grossman:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus, page 22
1.In an appropriate place in this section please provide a concise summary and table of the
use of funds in this transaction, to include payments expected to be made to Bitfury and to
affiliates of the Company.
Our success will be highly dependent upon maintaining a successful relationship with Bitfury...,
page 44
2.Explain how your agreement with Bitfury to deliver critical equipment will be maintained
"on an arm's length basis" in light of Bitfury's control of Cipher.

 FirstName LastNameCary Grossman
 Comapany NameGOOD WORKS ACQUISITION CORP.
 April 16, 2021 Page 2
 FirstName LastName
Cary Grossman
GOOD WORKS ACQUISITION CORP.
April 16, 2021
Page 2
Risk Factors
We are exposed to risks related to disruptions in the global supply chain..., page 47
3.Please revise this risk factor to include a discussion regarding limitations of and
competition in microchip manufacturing, including the current shortage in supply.
Risks Related to Cryptocurrency Mining, page 64
4.Discuss how the limited supply of bitcoins that can be mined (and the current mining
total) affects your business plan.
Background to the Business Combination, page 112
5.We note your disclosure that Tyler Page worked on a contract basis for Bitfury
immediately prior to being designated to be CEO of Cipher.  We further note your
disclosure on page 181 that Mr. Page served as Bitfury's Head of Business Development
for digital asset infrastructure.  Please provide a more detailed discussion regarding Mr.
Page's duties while at Bitfury.  As part of your disclosure, discuss
management's determination that Mr. Page, the CEO of a Bitfury affiliate, and former
employee of Bitfury, could make decisions independently of Bitfury and conduct
negotiations on an arms-length basis.
6.Define the phrase "greenfield company."
The GWAC Board's Reasons for the Business Combination, page 115
7.In light of the pre-existing relationships between members of the company's management
and Bitfury, explain how the board determined that the company's policies did not trigger
the need to obtain a fairness opinion for the transaction.
Certain Cipher Projected Financial Information, page 119
8.We note the assumptions used in preparing your projections through 2025.  Please clarify
the following:
•The basis for the 100% linear growth in Bitcoin over the five year period;
•How you determined that the network hashrate will be ~455 Eh/s at the end of
2025.  In that regard, we note that over the last 4 years the Bitcoin hashrate has
increased by a substantially greater degree than your projections for hashrate over the
next 4 years;
•Whether you assumed increases in ASIC efficiency in TH per watt, and, if so, what
rate you used for your assumptions; and
•Whether you considered the block reward halving expected to occur in 2024.

 FirstName LastNameCary Grossman
 Comapany NameGOOD WORKS ACQUISITION CORP.
 April 16, 2021 Page 3
 FirstName LastName
Cary Grossman
GOOD WORKS ACQUISITION CORP.
April 16, 2021
Page 3
Business Overview, page 164
9.Please revise to clarify whether Bitfury is the manufacturer and fabricator of the ASIC
Chips, or whether those chips are sourced from third-party manufacturers.  If so, provide
disclosure regarding any agreements Cipher or Bitfury has with those manufacturers, and
provide the material terms of the agreement.  If Bitfury fabricates and manufacturers the
ASIC chips, provide a discussion regarding the potential supply
constraints and manufacturing capacity of Bitfury.
Information About Cipher, page 164
10.We note your disclosure here and in the summary that you are a "technological leader in
the Bitcoin space".  Please revise to provide your basis for this assertion
including whether it is based on objective factors such as market penetration or revenue,
or if it is a belief of management.
Our Key Strengths, page 166
11.We note that your graph comparing the price of Bitcoin to the hashrate only reflects
January 2020 through February 2021.  However, you provide projections and assumptions
regarding hashrate and price through 2025.  Please revise the graph to reflect a similar
period of time as your projections to provide greater understanding of your projections
and assumptions.
12.You indicate that your expected average cost of energy of 2.7c/kWh will provide you with
a cost leadership advantage over your main competitors and that you may be able to gain
market share if the Bitcoin price drops because of your low cost electricity.  Please revise
to quantify how Bitfury's electricity costs compare to the electricity costs of its main
competitors.
13.We note your disclosure that you may have the ability to mine over 21,000 Bitcoin per
annum in December 2025.  Please revise to clarify whether this is pre- or post- halving,
which is expected to occur in 2024.  In addition, provide balancing disclosure regarding
the limitations on the underlying assumptions in determining that you will be able to mine
21,000 Bitcoin per annum.
Unique access to technology for best-in-class performance, page 166
14.We note your disclosure that New Cipher will benefit from "most-favored
nation pricing." Please revise to disclose how Bitfury's Bitcoin ASIC miners will be
allocated between New Cipher's operations and Bitfury's existing mining operations and
any potential conflict of interest.  In addition, disclose the material terms of the Master
Services and Supply Agreement, including whether Bitfury must provide a minimum
number of ASIC miners, the model and efficiency of the ASIC models to be
provided, the time frame for deliver of the ASIC miners, and whether New Cipher has any
minimum purchase or payment obligations.

 FirstName LastNameCary Grossman
 Comapany NameGOOD WORKS ACQUISITION CORP.
 April 16, 2021 Page 4
 FirstName LastNameCary Grossman
GOOD WORKS ACQUISITION CORP.
April 16, 2021
Page 4
15.Please tell us whether the Master Services and Supply Agreement requires that the supply,
maintenance, and/or operation of the ASIC miners is exclusive to Bitfury ASIC Miners
and products.  In that regard, we note there are several substantially larger ASIC
manufacturers, including Bitmain and Canaan, that may produce more efficient ASIC
Chips and miners.
Expected Revenue Structure, page 171
16.We note that you expect your revenue to consist of Bitcoin block rewards and transaction
fees.  However, Bitcoin transaction fees are both variable and are included in the block
rewards.  Please tell us why you have disaggregated transaction fees from block rewards,
and provide a discussion regarding the variability in transaction fees, including the current
and past average transaction fees per block.  In addition, please expand your disclosure
regarding your expectation that transaction fees will become a larger proportion of
revenue, your assumptions in that regard and by what proportion you expect transaction
fees to increase over time.
17.Address how you will determine when to sell Bitcoin for fiat currency to fund operations
or growth and through what exchange.  To the extent you have an agreement with a third-
party exchange, please disclose the material terms and file the agreement as an exhibit.
 Discuss whether your Bitcoin will be held in digital wallets, exchanges or hardware
wallet, and the security precautions you will take to keep the mined Bitcoin secure.
Bitcoin Mining, page 176
18.Please discuss how the company will utilize mining pools and how mining pools operate.
As part of your discussion, explain whether the company will aggregate the hashing
power into pools hosted by third-parties, the company or Bitfury, and the fees that will be
incurred.
Cipher's Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 178
19.Refer to your disclosure of Expected Revenue Structure on page 171.  We note that
you expect to derive revenues from block rewards and transaction fees earned for
verifying transactions in support of the blockchain and that a trend in which transaction
fees will constitute an increasing portion of revenues as the total number of Bitcoin
available to mine declines over time.  Please expand MD&A to include a discussion of
this trend in known trends or future events, integrating your discussion with the industry
information discussed on pages 175 and 176.
Unaudited Pro Forma Condensed Combined Financial Information, page 188
20.We note in Risk Factor disclosure on page 34 that Cipher's success will be highly
dependent upon maintaining a successful relationship with Bitfury Holding B.V. and upon
the ongoing provision of equipment and services by Bitfury.  We note that Prepaid

 FirstName LastNameCary Grossman
 Comapany NameGOOD WORKS ACQUISITION CORP.
 April 16, 2021 Page 5
 FirstName LastNameCary Grossman
GOOD WORKS ACQUISITION CORP.
April 16, 2021
Page 5
Services of $50 million is recorded as an asset on the pro forma balance sheet and
constitutes the majority of non-cash assets.  We also note that the Master Services and
Supply Agreement with Bitfury will cover the first $200 million of equipment and
services from Bitfury with a 25% discount to Cipher.  Due to the significance of Bitfury to
Cipher for ongoing operations, please provide financial statements for Bitfury, the
counterparty to the prepaid services and Master Services and Supply Agreement, pursuant
to Rule 3-13 of Regulation S-X.
21.Refer to Note 3 on page 194.  Please expand the disclosure to clarify that the power
arrangements are based on letters of intent and not definitive agreements.
Beneficial Ownership of Securities, page 217
22.We note that the Cipher Stockholder will hold 77.66% of the outstanding New Cipher
stock at the closing of the transaction, and New Cipher will be a "Controlled Company"
under Nasdaq rules.  Explain why the Cipher Stockholder is not listed in the beneficial
ownership table, and whether there are any natural person(s) who exercise voting control
over those securities.
Financial Statements - Good Works Acquisition Corp.
Note 10 - Subsequent events, page F-19
23.Please revise the disclosure it include the date that the financial statements were issued.
24.Please disclose as a subsequent event the Agreement and Plan of Merger with Cipher and
include the details of the accounting treatment for the transaction.
Financial Statements - Cipher Mining Technologies Inc.
Note 2. Basis of Presentation, Summary of Significant Accounting Policies and Recent
Accounting Pronouncements, page F-25
25.Please disclose in sufficient detail your revenue recognition accounting policy.
Note 6. Subsequent Events, page F-27
26.Please expand the disclosure of the proposed business combination to explain your
accounting treatment to be afforded to the 5 million shares in exchange for benefits-in-
kind upon consummation of the merger.   Please also include disclosure of the accounting
treatment to be afforded to the business combination.
27.We note that the third power arrangement includes the terms and conditions for a joint
venture agreement with a counterparty (WindHQ) that was assigned to the Company by
BHBV.  Please expand the disclosure to include the accounting treatment to be afforded to
the joint venture following the merger and provide financial statements for the joint
venture pursuant to Rule 3-09 of Regulation S-X or revise the disclosure to clarify that the
joint venture is in the planning stage, as you disclose on page 173.

 FirstName LastNameCary Grossman
 Comapany NameGOOD WORKS ACQUISITION CORP.
 April 16, 2021 Page 6
 FirstName LastName
Cary Grossman
GOOD WORKS ACQUISITION CORP.
April 16, 2021
Page 6
General
28.We note that throughout the registration statement you associate Bitfury's
past performance with the potential performance of New Cipher.  Please substantially
revise your disclosure to make clear that Cipher has had limited operations, that it is a
separate entity from Bitfury and that Bitfury's past performance in foreign jurisdictions
may not be comparable to Cipher's planned operations in the United States.
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Matthew Derby, Staff
Attorney, at (202) 551-3334 or Larry Spirgel, Office Chief, at (202) 551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

GOOD WORKS ACQUISITION CORP.

4265 San Felipe, Suite 603

Houston, Texas 77027

October 16,
2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

 Re: Good Works Acquisition Corp.

Registration Statement
on Form S-1

File No. 333-248333

Ladies and Gentlemen:

Pursuant to Rule 461
of the Securities Act of 1933, as amended, Good Works Acquisition Corp., a Delaware corporation (the “Company”), hereby
respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be
declared effective at 4:00 P.M. (Eastern Time) on October 19, 2020, or as soon thereafter as possible on such date.

    Very truly yours,

    Good Works Acquisition Corp.

    By:
    /s/ Cary Grossman

    Name:
    Cary Grossman

    Title:
    President

CORRESP
1
filename1.htm

October 16, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ruairi Regan

 Re: Good Works Acquisition Corp.

Registration Statement
on Form S-1

File No. 333-248333

Dear Mr. Regan:

In accordance
with Rule 461 under the Securities Act of 1933, as amended (the “Act”), I-Bankers Securities, Inc., as representative
of the several underwriters, hereby joins Good Works Acquisition Corp. (the “Company”) in requesting that the Securities
and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-248333)
(the “Registration Statement”) to become effective on Monday, October 19, 2020, at 4:00 p.m., Eastern Time, or as soon
thereafter as practicable, or at such other time as the Company or its outside counsel, Schiff Hardin LLP, request by telephone
that such Registration Statement be declared effective.

Pursuant to
Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Act, we wish to advise you that
copies of the Company’s Preliminary Prospectus, dated October 7, 2020, were furnished to 5 prospective underwriters and distributed
by the underwriters approximately as follows through the date hereof: 56 copies to institutional investors and 350 copies to others.

The undersigned
advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters and dealers
that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act
of 1934, as amended.

    Very truly yours,

    I-BANKERS SECURITIES, INC.

    By:
    /s/ Mike McCrory

    Name:
    Mike McCrory

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

    100 N. 18th Street

Suite 300

Philadelphia, PA 19103

        Cavas S. Pavri

        202.724.6847

        cpavri@schiffhardin.com

        t 202.778.6400

f 202.778.6460

        www.schiffhardin.com

October
7, 2020

By
EDGAR Submission

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Ruairi Regan

 Re: Good
                                         Works Acquisition Corp.

Registration
Statement on Form S-1

Filed
August 25, 2020

File
No. 333-248333

Dear
Mr. Regan:

This
letter is being submitted on behalf of Good Works Acquisition Corp. (the “Company”) in response to the comment
letter, dated September 17, 2020, of the staff of the Division of Corporation Finance (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement
on Form S-1 filed August 25, 2020 (the “Original Registration Statement”). The Company’s Amendment No.
1 to the Registration Statement (the “Amended Registration Statement”) has been submitted to the Commission.

For
your convenience, we have repeated the comment prior to the response in italics.

Form
S-1 filed August 25, 2020

Principal
Stockholders, page 95

1.
We note that I-Bankers is an affiliate of your sponsor, I-B Good Works LLC. Please clearly disclose in the beneficial
ownership table. In addition, if I-Bankers plans on making a market in the securities, please revise the registration fee
table, cover page and underwriting section to reflect the market making activities. Lastly, in the narrative following the
table please clarify the percent of shares that may be owned by the anchor investors if they purchase the $60 million in
units in this offering from their indications of interest and clarify whether the anchor investors have agreed to vote any
public shares they own in favor of a business combination.

Securities
and Exchange Commission

October
7, 2020

Page
2

Response:
The Company has revised the disclosure on page 96 of the Amended Registration Statement in response to the Staff’s comment.
The Company supplementally advises the Staff that I-Bankers has advised that it does not plan on making a market in the securities.

*     *     *

Should
you have any questions regarding the foregoing, please do not hesitate to contact Cavas Pavri at (202) 724-6847.

    Sincerely,

    SCHIFF HARDIN LLP

    /s/ Cavas Pavri

    By: Cavas Pavri

 Enclosures

    cc:
    Cary Grossman,
    President, Good Works Acquisition Corp.

    Ralph V. De Martino,
    Esq.

United States securities and exchange commission logo
September 17, 2020
Cary Grossman
President
GOOD WORKS ACQUISITION CORP.
4265 San Felipe, Suite 603
Houston, Texas 77027
Re:GOOD WORKS ACQUISITION CORP.
Registration Statement on Form S-1
Filed August 25, 2020
File No. 333-248333
Dear Mr. Grossman:
            We have reviewed your registration statement and have the following comment.  In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
            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.
Form S-1 filed August 25, 2020
Principal Stockholders, page 95
1.We note that I-Bankers is an affiliate of your sponsor, I-B Good Works LLC.  Please
clearly disclose in the beneficial ownership table.  In addition, if I-Bankers plans on
making a market in the securities, please revise the registration fee table, cover page and
underwriting section to reflect the market making activities.  Lastly, in the narrative
following the table please clarify the percent of shares that may be owned by the anchor
investors if they purchase the $60 million in units in this offering from their indications of
interest and clarify whether the anchor investors have agreed to vote any public shares
they own in favor of a business combination.
            We remind you that the company and its management are responsible for the accuracy

 FirstName LastNameCary Grossman
 Comapany NameGOOD WORKS ACQUISITION CORP.
 September 17, 2020 Page 2
 FirstName LastName
Cary Grossman
GOOD WORKS ACQUISITION CORP.
September 17, 2020
Page 2
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            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.
            You may contact Ruairi Regan at 202-551-3269 or Pamela Howell at 202-551-3357 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Cavas Pavri, Esq.