密码挖掘公司美股招股说明书(2025-05-20版)

Cipher Mining Inc. Common Stock This prospectus supplement relates to the offer and short sale ofshares of our common stock, par value $0.001 per share(“common stock”), by Morgan Stanley& Co. LLC (the “Underwriter”), acting on behalf of itself and/or its affiliates, to facilitate hedgingtransactions by certain investors (“Convertible Arbitrage Investors”) subscribing for our% convertible senior notes due 2030 (the The number of shares of common stock subject to this offering is expected to be no greater than commercially reasonable initial shortpositions of the Convertible Arbitrage Investors being established to facilitate their market risk hedging with respect to the Notes they acquire.We have been advised that the shares of common stock sold by the Underwriter in this offering will be borrowed fromnon-affiliatethirdparties and will be: (x)purchased by the Underwriter from certain Convertible Arbitrage Investors who have sold them short to theUnderwriter in connection with the Concurrent Notes Offering and/or (y)sold short by the Underwriter to facilitate concurrent privatelynegotiated transactions between the Underwriter (or affiliates) with certain Convertible Arbitrage Investors seeking a short exposure to shares We will not receive any proceeds from the sales by the Underwriter in this offering. No new shares of common stock will be issued inthis offering. You should read this prospectus supplement, as well as the documents incorporated and deemed to be incorporated by reference Concurrently with this offering, we are offering Notes in an aggregate principal amount of $150,000,000, plus up to an additional $22,500,000aggregate principal amount of Notes that the underwriters of the Concurrent Notes Offering have the option to purchase from us. TheConcurrent Notes Offering is being made pursuant to a separate prospectus supplement and accompanying base prospectus (and not pursuantto this prospectus supplement). The completion of this offering is contingent upon the completion of the Concurrent Notes Offering, and the We will pay the Underwriter a fee of $“Underwriting” for a description of the compensation payable to the Underwriter. Unless otherwise stated or the context otherwise indicates, all references to “Cipher,” “Cipher Mining,” “we,” “us,” “our,” and the“Company” or similar expressions refer to Cipher Mining Inc. and its consolidated subsidiaries. Our common stock and public warrants arelisted on Nasdaq under the symbols “CIFR” and “CIFRW”, respectively. The last reported sales price of our common stock and our public Investing in our common stock involves risks. See “Risk Factors” beginning onpageS-6of thisprospectus supplement and page 7 of the accompanying base prospectus for a discussion of certain risks that This preliminary prospectus supplement relates to an effective registration statement filed with the U.S. Securities and Exchange Commission butis not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell thesecurities described herein and are not soliciting an offer to buy such securities, in any state or jurisdiction where such offer or sale is notThe Underwriter expects to deliver the shares of common stock sold in this offering in book-entry form through the Depository Trust, 2025. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. Book-Running ManagerMorgan Stanley The date of this prospectus supplement is ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSTHE CONCURRENT NOTES OFFERINGMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FORNON-U.S.HOLDERSUNDERWRITINGSELLING RESTRICTIONSLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS DATED SEPTEMBER3, 2024 ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to andupdates information contained in the accompanying prospectus. The second part contains an accompanying base prospectus relating to sales of shares ofcommon stock and other securities by Cipher Mining Inc. and gives more general information, some of which may not apply to this offering. Generally,when we refer to the “prospectuses,” we are referring to this prospectus supplement and the accompanying base prospectus combined. Unless otherwiseindicated, capitalized terms used but not defined herein have the meaning assigned to them in the registration statement of which this prospectussupplement forms a part. You should r