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0001819989333-281908424B5EX-FILING FEES00 0001819989 2025-05-21 2025-05-21 0001819989 1 2025-05-21 2025-05-21 0001819989 2 2025-05-21 2025-05-21 iso4217:USD xbrli:pure xbrli:shares
Exhibit 107
Calculation of Filing Fee Tables
Form
S-3
(Form Type)
Cipher Mining Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
 
    
Security Type
 
Security
Class Title
 
Fee
Calculation
or Carry
Forward
Rule
 
Amount Registered
 
Proposed
Maximum
Offering
Price
Per Unit
 
Maximum
Aggregate Offering
Price
 
Fee Rate
 
Amount of
Registration Fee
Newly Registered Securities
Fees to Be Paid:   Debt
Convertible
into Equity
  1.75% Convertible
Senior Notes due 2030
  Rule 457(o)   $172,500,000
(1)(2)
  100% of
principal
amount
  $172,500,000
(2)
  0.0001531   $26,409.75
 
Fees to Be Paid:   Equity   Common Stock, $0.001
par value per share
  Rule 457(i)  
(3)
 
 
(3)
 
(3)
 
(4)
 
(4)
 
 
Total Offering Amounts:
  $172,500,000  
 
  $26,409.75
 
 
Total Fees Previously Paid:
 
N/A
 
 
Total Fee Offsets:
 
N/A
 
 
Net Fee Due:
  $26,409.75
(5)
 
(1)
Represents the aggregate principal amount of 1.75% Convertible Senior Notes due 2030 (the “Notes”) whose offer and sale are registered by the registration statement relating to the prospectus supplement to which this exhibit is attached.
(2)
Includes $22,500,000 aggregate principal amount of Notes that may be offered and sold pursuant to the exercise in full of the underwriters’ option to purchase additional Notes.
(3)
Includes an indeterminate number of shares of Common Stock, $0.001 par value per share (the “Common Stock”), of Cipher Mining Inc. issuable upon conversion of the Notes. The initial maximum conversion rate of the Notes is 224.9213 shares of Common Stock per $1,000 principal amount of Notes. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the amount of shares of Common Stock whose offer and sale is registered by the registration statement relating to the prospectus supplement to which this exhibit is attached includes an indeterminate number of shares of Common Stock that may be issued in connection with stock splits, stock dividends, or similar transactions. No additional consideration will be received in connection with the exercise of the conversion privilege of the Notes.
(4)
Pursuant to Rule 457(i) under the Securities Act, no separate registration fee is required for the shares of Common Stock issuable upon conversion of the Notes because no additional consideration is to be received in connection with the exercise of the conversion privilege of the Notes.
(5)
The fee payable in connection with the offering relating to this exhibit has been calculated pursuant to Rule 457(r) under the Securities Act and paid in accordance with Rule 456(b) under the Securities Act.
The prospectus supplement to which this exhibit is attached is a final prospectus supplement for the related offering of Notes. The maximum aggregate offering price of that offering is $172,500,000.