October 3, 2024

Colin Yee
Chief Financial Officer
Riot Platforms, Inc.
3855 Ambrosia Street, Suite 301
Castle Rock, CO 80109

       Re: Riot Platforms, Inc.
           Form 10-K for the Fiscal Year Ended December 31, 2023
           Form 10-Q for the Period Ending June 30, 2024
           Form 8-K filed July 31, 2024
           Response dated July 2, 2024
           File No. 001-33675
Dear Colin Yee:

       We have reviewed your July 2, 2024 response to our comment letter 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. Unless we
note otherwise, any references to prior comments are to comments in our May 28,
2024 letter.

Form 10-Q for the period ending June 30, 2024
General

1.     We note your proposed disclosure in Appendix "B" to your Form 10-K that
your
       custodian holds your Bitcoin in segregated trust accounts solely for
Riot   s benefit and that
       your "Bitcoin held in such trust accounts are therefore not at risk of
such custodian   s
       creditors or subject to inclusion in the bankruptcy estate of such
custodian, if such
       custodian were ever to petition for bankruptcy protection or otherwise
be declared
       insolvent." Please balance your disclosure in future filings by
providing a risk factor that:
           Addresses any potential uncertainties under applicable insolvency
laws with respect
           to the holding of crypto assets in custodial accounts; and
           Discloses any consequent risk that your custodially-held Bitcoin
could be considered
           the property of your custodian   s estate in the event of a
bankruptcy of your custodian,
 October 3, 2024
Page 2

           and addresses the material impact and risks to shareholders related
thereto.
Condensed Consolidated Statements of Operations, page 2

2.     It is apparent from your disclosure added on page 29 in response to
prior comment 8 that
       your cost of revenue for Bitcoin Mining does not include depreciation.
Please represent to
       us that in future filings you will revise your statements of operations
to provide the
       parenthetical disclosure called for in SAB 11B. To the extent
depreciation and
       amortization are not included in any of your costs of revenues lines
(i.e., Bitcoin Mining,
       Engineering and Other), ensure your disclosure covers all relevant
captions.
Notes to the financial statements, page 6

3.     Please revise future Form 10-Q filings to provide activity in notes to
the financial
       statements for the current quarter in addition to the year-to-date
information you currently
       present in the financial statements.
Note 2. Significant Accounting Policies and Recent Accounting Pronouncements
Revenue recognition, page 7

4.     We note your response to prior comment 17 and your revised disclosures.
Please address
       the following:
           You disclose that your mining pool participation agreements are
freely terminable, at
           any time by you or by the pool operator, without penalty to either
party and separately
           that for accounting purposes, each agreement has a duration of less
than 24 hours and
           is therefore continually renewed. Confirm for us that your
agreements are continually
           renewed as a result of either party being able to terminate the
agreement at any time
           without penalty and therefore result in a duration that is less than
24 hours. If this is
           true, revise your policy disclosure in future filings to properly
state the causal
           relationship (i.e., contracts are less than 24 hours in duration as
a result of them being
           continuously renewed and not vice versa) and link the continuously
renewal
           determination to the termination rights in your agreements.
           In the first paragraph on page 8 you disclose that you measure the
noncash Bitcoin
           consideration received at agreement inception and indicate that this
measurement is
           based on the quoted price in your Principal Market at the beginning
of the "contract
           period" at the single Bitcoin level. As contracts continuously renew
and therefore
           there are multiple contracts incepted (and multiple contract
periods) during each
           "measurement period" identified in the antepenultimate paragraph on
page 7, tell us
           whether you mean you value Bitcoin consideration from the pool
operator at the
           beginning of the measurement period. If so, revise your disclosure
in future filings to
           indicate the specific time you measure Bitcoin and state that this
specific time is on
           the date of contract inception. In this regard, see ASC 606-10-32-21
which clarifies
           that the measurement of noncash consideration is made on the date
that the criteria in
           ASC 606-10-25-1 are met. If not, tell us the time you use to value
Bitcoin
           consideration and clarify whether this time is on the date of
contract inception for all
           the contracts during the measurement period.
           In the penultimate paragraph on page 7 and the first paragraph on
page 8 you refer to
           "contract period" when it appears you may be referring to the
measurement period as
 October 3, 2024
Page 3

           there appear to be multiple contract periods throughout the day
based on continuous
           renewal. Confirm for us whether this is true. If so, revise your
disclosure in future
           filings to clarify. If not, tell us the contract periods to which
you are referring.
Note. 9 Power Purchase Agreement, page 14

5.     We note your response to prior comment 18 and your revised disclosures
on pages 14 and
       15. Please enhance future filings by revising disclosure to:
           Clarify, if true, that power usage is not a variable input in fair
value determination of
           the Power Purchase Agreement (PPA) derivative fair value as under
the terms of the
           PPA, the price and quantity of power are fixed, despite the
existence of multiple
           blocks with separate power amounts and terms. If not true, tell us
why not.
           Clarify, if true, that the discounted cash flow estimation considers
the PPA fixed-
           price of each block for a total of 345 MW as well as the disclosed
quoted commodity
           exchange spot and forward prices as adjusted for basis spreads for
load zone-to-hub
           differentials through the term of the PPA. If not true, tell us why
not.
           Enhance your rollforward of the change in fair value of the
derivative asset to
           disaggregate the change in fair value between gains and losses
and/or settlements for
           the periods presented. Refer to ASC 820-10-50-2(c) and (d). In this
regard, as you
           either purchase power or elect to sell it back in exchange for
credits against future
           power cost, it would appear that settlements occur each period. In
your response, tell
           us how settlements are calculated for purposes of the requested
disclosure.
           Provide additional quantitative input disclosure as we note that the
only quantitative
           input you provide (i.e., the discount rate used to calculate the
fair value of the
           derivative asset) did not change from the 23.6% rate at December 31,
2023 and it
           otherwise is not clear from your financial statement disclosures
what caused the
           changes in value in 2024. In your response tell us your
consideration of disclosing
           estimates and or ranges of quoted commodity exchange spot and
forward prices,
           adjusted for basis spreads for load zone-to-hub differentials
through the term of the
           PPA, that presumably you would utilize in validating the derivative
fair value
           determined by your third-party valuation specialist. Refer to ASC
820-10-35-54 and
           ASC 820-10-50-2(bbb)(2).
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations,
page 27

6.     We note your response to prior comment 12. Considering the material
impact of your
       power strategy on operating results, period over period changes, and to
inform investors
       of factors driving power curtailment credits, please address the
following:
           Enhance your disclosures in future filings to describe your power
strategy, including
           factors considered in determining when you will power down
operations and return
           power back to the utility market, under the terms of the PPA 345MW
Long-term 24/7
           Fixed Price Power Contract, as well as the interaction with the
ERCOT Ancillary
           Services and ERCOT Four Coincident Peak Program consistent with that
reflected in
           your Corporate Presentation FY 2023 Update provided as exhibit 99.2
to your Form
           8-K dated February 22, 2024.
           Disclose in future filings by period, consistent with your
disclosures on pages 17 and
 October 3, 2024
Page 4

           18 of your Corporate Presentation FY 2023 Update, power credits
received from
           manual curtailment from powering down operations and returns of
power back to the
           utility when market prices are higher than Bitcoin mining revenues,
demand response
           credits received from ERCOT Ancillary Services as well as the graph
of daily
           ERCOT South Hub average historical settlement prices, Bitcoin mining
revenue and
           average cost of power.
             Enhance your disclosures in future filings to quantify the impact
of significant
           changes to inputs in the fair value of your PPA derivative asset
that resulted in
           increases of over 100% in the change in fair value of derivative
asset in your
           statements of operations for the three and six months ended June 30,
2024 compared
           to the three and six months ended June 30, 2023. In this regard,
your disclosures on
           pages 32 and 34 that the changes in fair value were due to changes
in future power
           prices over the applicable period provide no insight into the
magnitude of those
           changes or the judgments involved in assessing those changes. To
provide investors
           with a meaningful metric(s) in evaluating results, including
relative to your related
           market risk disclosure based on a 10% change in the price of power
as disclosed on
           page 38, at a minimum, disclose the rate of future price increases
inherent in your
           derivative asset fair value estimates at both the beginning and end
of each period
           presented and relate those amounts to futures market activity,
explaining any
           significant differences.
Bitcoin Mining, page 29

7.     We note your response to prior comment 8 and your disclosure of the cost
to mine one
       Bitcoin for the six months ended June 30, 2024 and 2023. Please address
the following:
           Represent to us that you will revise your disclosure in future Form
10-Q filings to
           also provide information for the current three-month period and
comparative prior
           year period in addition to the year to date periods.
           As depreciation of miners is a continuing expense that is incurred
and miners need to
           be replaced when they become obsolete, represent to us that in
future filings you will
           include miner depreciation in quantitative tabular form along with
fulsome narrative
           disclosures and not just disclosed in footnote (3), otherwise tell
us why its inclusion is
           not warranted when disclosing your cost to mine one Bitcoin.
           Tell us how you calculated the $45.6 million and $34.5 million
amounts disclosed in
           footnote (3) to the table for the total cost to mine Bitcoin
including miner depreciation
           for the six months ended June 30, 2024 and 2023, respectively. In
this regard, for the
           2024 period, for example, it appears that miner depreciation alone
was $48.8 million
           (2,208 Bitcoin mined times $22,109 increase in per-Bitcoin cost to
mine associated
           with depreciation), and when added to the $52.8 million cost of
revenue for self-
           mining operations, net of power curtailment credits (that excludes
miner depreciation)
           total costs including depreciation would be $101.6 million.
           Represent to us that you will add footnote disclosure to your table
in future filings
           that provides the estimated expected service lives of your miners
and known
           information about miner replacements.
           Represent to us that in future filings you will clarify whether, and
if so, how, mining
           equipment acquisition costs factor into your breakeven analysis.
 October 3, 2024
Page 5

8.     We note your response to prior comment 9. Considering continued
developments, your
       evolving operations and recurring acquisitions, to provide your
investors with a clear
       understanding of the underlying drivers of changes in your operating
results,
       please represent to us that you will provide the key metrics below in a
table format, both
       for the period presented and year-to-date for the current and prior
year. Refer to Item
       303(b)(2)(ii) and Instructions to paragraph (b) of Regulation S-K.
           Total Hash Rate capacity vs deployed;
           Total Power Capacity by site and in total;
           Total miners vs deployed;
           Cost to mine one Bitcoin as % of production value of one Bitcoin
mined, including
            and excluding depreciation;
           Production value of one Bitcoin mined; and
           Cost of power per c/kWh consistent with your disclosures in your
quarterly earnings
            updates.
       Please also conform references to metrics between your presentations.
For example, we
       note you refer to cost to mine one Bitcoin in your Form 10-Q versus
direct cost to mine in
       your quarterly earnings updates.
Results of Operations
Comparative Results, page 31

9.     Please enhance future filings to provide prior year comparative
information for Cost of
       revenue for Bitcoin mining as disclosed on pages 32 and 33. Refer to
Item 303 and
       Instructions to paragraph 303(b) of Regulation S-K.
Critical Accounting Estimates, page 37

10.    We note your response to prior comment 14 and your revised disclosures
on page 37 and
       reissue in part. Please revise future filings to also discuss the
underlying estimates related
       to your power purchase agreement/derivative asset and related power
curtailment
       credits given their significance to your operating results. To the
extent you do not believe
       critical accounting estimates are inherent in these measures, please
explain why in your
       response. Refer to Item 303(b)(3) of Regulation S-K and SEC Release No.
33-10890 for
       additional guidance.
Item. 3. Quantitative and Qualitative Disclosures About Market Risk, page 38

11.    We note your response to prior comment 15 and your revised disclosures.
Please revise
       your risk regarding the price of power disclosures in future filings to
clarify, if true, that
       the 10% increase/decrease in future power prices is from those prices
used in deriving the
       fair value of your PPA derivative asset and not that future prices are
expected to
       increase/decrease 10% from current price levels.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 1. Business
Industry Trends, page 6

12.    We note your response to prior comment 1 and the revised disclosures in
your June 30,
 October 3, 2024
Page 6

       2024 Form 10-Q and partially reissue. Please further revise future
filings to address the
       following:
           Disclose the identity your third-party custodian.
           Disclose the material terms of your (i) custody agreement and (ii)
agreement in
           connection with your use of your custodian   s U.S. brokerage
services to sell your
           Bitcoin. File the custody agreement as an exhibit pursuant to Item
601(b)(10) of
           Regulation S-K.
           Disclose that you may choose to self-custody Bitcoin, as your
response to bullet 2
           indicates, and discuss the material risks attendant to
self-custodying crypto assets.
           Disclose that your insurance providers do not have inspection rights
associated with
           your Bitcoin assets held in storage, as your response to bullet 5
indicates.
Item 1A. Risk Factors
Risks Related to the Price of Bitcoin, page 18

13.    We note your response to prior comment 3 and the added risk factor on
page 39 of your
       June 30, 2024 Form 10-Q titled, "Our success depends on external factors
affecting the
       Bitcoin industry." Please further revise future filings to also discuss
the risks of front-
       running, as previously requested.
14.    We note your response to prior comment 4 and the added risk factor on
page 40 of your
       June 30, 2024 Form 10-Q titled, "There is a finite supply of Bitcoin and
the number of
       new Bitcoin rewarded per block...." In future filings, please expand
this risk factor to
       provide quantitative disclosure addressing the maximum number of
Bitcoins that may be
       released into circulation and the number of Bitcoins currently in
circulation.
Risks Related to our Operations
Incorrect or fraudulent Bitcoin transactions may be irreversible..., page 22

15.    We note your response to prior comment 6 and revised risk factor
disclosure on page 41
       of your June 30, 2024 Form 10-Q that, among others, you require your
custodian to
       maintain insurance policies against cyber-attacks and other unauthorized
intrusion events
       which may target your Bitcoin, and you have "certain" indemnification
protections from
       your custodian in such events. Please further revise future filings to
disclose the amount
       of coverage, term, termination provisions, renewal options and
limitations on coverage
       provided by your custodian, as previously requested. Additionally,
please describe the
       "certain" indemnification protections you have from your custodian, as
your revised
       disclosure references.
Form 8-K Dated July 31, 2024
Exhibits

16.    In the Second Quarter 2024 Financial Results section of your press
release provided as
       Exhibit 99.1 we note your disclosure of    Bitcoin Mining revenue in
excess of Bitcoin
       Mining cost of revenue    and    Engineering revenue in excess of
Engineering cost of
       revenue    and associated percentages of the revenue amounts (e.g., 37%
of Bitcoin Mining
       revenue for the second quarter of 2024) for both the current year and
prior year quarters.
       We note that the amounts of revenue in excess of cost (i.e., essentially
gross profit) and
 October 3, 2024
Page 7

       the related percentages (i.e., essentially gross margin) are effectively
non-GAAP
       measures as the costs of revenues you present do not include
depreciation of mining
       equipment and therefore are not fully costed. Please represent to us
that in future earnings
       releases furnished under Item 2.02 of Form 8-K you will provide:
           The most directly comparable GAAP measures (i.e., fully-costed gross
profits for the
           former and gross margins for the latter) with equal or greater
prominence;
           A reconciliation from the most directly comparable GAAP measure to
your non-
           GAAP measures;
           A statement disclosing the reasons why you believe the non-GAAP
measures are
           useful information to investors; and
           To the extent material, a statement disclosing the additional
purposes, if any, for your
           use of these non-GAAP measures.
       See Instruction 2 for Item 2.02 of Form 8-K and Item 10(e)(1)(i) of
Regulation S-X. Also
       see footnote 27 to the Non-GAAP Financial Measures Adopting Release No.
33-8176.
17.    On slide 3 of your Q2 2024 Update presentation provided as Exhibit 99.2
we note your
       disclosure of Bitcoin Mining gross margin in footnote 2 characterized as
a GAAP
       measure that is actually a non-GAAP measures because it excludes
depreciation of your
       mining equipment and therefore is not fully-costed. Please represent to
us that in future
       presentations you will:
           rename the current measure to indicate that it is non-GAAP;
           provide the most directly comparable GAAP gross margin that includes
depreciation
           of your mining equipment; and
           reconcile your non-GAAP measure to the GAAP gross margin that
includes
           depreciation of your mining equipment.
       See Items 100(a)(1) and 100(a)(2) of Regulation G.
18.    In section 2 on slide 3 of your Q2 2024 Update presentation provided as
Exhibit 99.2
       you disclose Bitcoin Mining gross margin of 62% for the second quarter
of 2024 that you
       characterize as a non-GAAP measure in footnote 3 because it nets power
curtailment
       credits. Please represent to us that in future presentations you will:
           provide the most directly comparable GAAP gross margin that includes
depreciation
           of your mining equipment; and
           reconcile your non-GAAP measure to the GAAP gross margin that
includes
           depreciation of your mining equipment.
       See Items 100(a)(1) and 100(a)(2) of Regulation G.
 October 3, 2024
Page 8

       Please contact Michelle Miller at 202-551-3368 or Mark Brunhofer at
202-551-3638 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Lulu Cheng at 202-551-3811 or David Lin at 202-551-3552 with any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Crypto
Assets