8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 6, 2023 (December 4, 2023)

Riot Platforms, Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-33675	84-1553387
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3855 Ambrosia Street, Suite 301

Castle Rock, CO 80109

(Address of principal executive offices)

(303) 794-2000

(Registrant’s telephone number, including area code)

(Former name, former address, and former fiscal year, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value per share	RIOT	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 – Entry into a Material Definitive Agreement.

On December 4, 2023, Riot Platforms, Inc. (together with its consolidated subsidiaries, “Riot”) exercised its option under the master purchase and sale agreement, dated effective as of June 23, 2023, (the “Master Agreement”) with MicroBT (through its manufacturing subsidiary), a leading manufacturer of Bitcoin miners, (“MicroBT”) to purchase 66,560 Bitcoin mining servers (“Miners”) on  terms at least on par with the terms of the original purchase order executed under the Master Agreement, as of June 23, 2023, covering Riot’s acquisition of 33,280 Miners from MicroBT (“P.O. 01”). Accordingly, Riot and MicroBT entered into a second purchase order, dated effective as of December 1, 2023, under the Master Agreement (“P.O. 02” and, together with P.O. 01, the “Purchase Orders”) covering Riot’s acquisition of the 66,560 Miners subject to Riot’s option. The Purchase Orders are subject to, and form a part of, the Master Agreement, which provides for customary representations, warranties, covenants, and agreements, including with respect to confidentiality. Copies of the Master Agreement and P.O. 01 (with certain confidential terms redacted, as indicated thereon) were filed as Exhibit 10.1 to Riot’s current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2023.

Pursuant to P.O. 02, Riot is acquiring 66,560 additional Miners from MicroBT, with a total hashrate of 18.02 exahash per second (EH/s), including 48,058 of MicroBT’s latest model M66S Miners, 14,778 model M66 Miners, and 3,724 model M65S++ Miners, all of which will be manufactured by MicroBT in the United States. The total purchase price is $290.5 million (plus applicable taxes and fees, including any USA production premium, and subject to adjustment, all as set forth in the Master Agreement), which will be paid in tranches, according to the production and delivery schedule of the Miners covered by the order, with deliveries commencing in April 2024 and continuing monthly through April 2025.

Riot expects to deploy the vast majority of the 33,280 Miners covered by P.O. 01 and the 66,560 Miners covered by P.O. 02 at its one-gigawatt (GW) data center facility currently being developed outside of Corsicana, Texas. Upon full deployment of all 99,840 Miners, Riot anticipates its total hash rate capacity will exceed 38 EH/s.

In connection with P.O. 02, MicroBT extended additional annual Miner purchase options to Riot, providing Riot with the option to purchase up to 66,560 Miners per year from MicroBT, for a total of 265,000 additional Miners, under the Master Agreement, on terms at least on par with P.O. 02. Accordingly, the term of the Master Agreement was extended out through December 31, 2027, which may be further extended by the production and delivery schedule of any additional purchase orders executed under the Master Agreement.    

The above summary of the Master Agreement and the Purchase Orders does not purport to be a complete discussion of the agreement between Riot and MicroBT and is qualified in its entirety by reference to the complete text of the Master Agreement and P.O. 01, filed (with certain confidential terms redacted, as indicated thereon) as Exhibit 10.1 to Riot’s current report on Form 8-K filed with the SEC on June 30, 2023, and to the complete text of P.O. 02, which is filed as Exhibit 10.1 to this current report on Form 8-K filed with the SEC (this “Report”) and incorporated by reference herein.

Item 7.01 – Regulation FD Disclosure.

On December 6, 2023, Riot issued a press release (the “Monthly Release”) regarding its results of operations and progress on strategic initiatives as of November 30, 2023, as well as an updated corporate presentation, dated December 6, 2023 (the “Corporate Presentation”).  The Corporate Presentation includes information regarding Riot’s financial position, business, and operations for the first three quarters of 2023 (as reported in Riot’s quarterly report on Form 10-Q for the period ended September 30, 2023, as filed with the SEC on November 8, 2023), as well as updated (unaudited) results of Riot’s Bitcoin mining operations as of November 30, 2023. Copies of the Monthly Release and Corporate Presentation are attached as Exhibits 99.1 and 99.2 hereto, respectively, and are also available on Riot’s website, www.riotplatforms.com, on the “Investor Relations” page.

To supplement Riot’s financial results presented on a U.S. Generally Accepted Accounting Principles (“GAAP”) basis, Riot uses certain non-GAAP financial measures, including EBITDA and Adjusted EBITDA, which eliminate the effect of certain non-cash and non-recurring items that management believes do not reflect Riot’s ongoing strategic business operations. Riot constantly evaluates its use of non-GAAP financial measures, and management believes its use of these measures is helpful in assisting their evaluation of Riot’s performance and achievement of its strategic goals. The non-GAAP financial measures used by Riot should be viewed in addition to, and not as a substitute for, or superior to, Riot's reported results prepared in accordance with GAAP, and they should be read only in conjunction with Riot’s consolidated

financial statements and results of operations (unaudited) prepared in accordance with GAAP. The Monthly Release and updated Corporate Presentation attached as Exhibits 99.1 and 99.2 hereto, respectively, include the non-GAAP financial measures, EBITDA and Adjusted EBITDA, which are reconciled to their most directly comparable GAAP financial measure, net income, in the data tables and associated notes under the heading, “Non-U.S. GAAP Measures of Financial Performance,” in the Monthly Release and the appendices to the Corporate Presentation.

Item 8.01 – Other Events.

On December 4, 2023, Riot issued a press release (the “Press Release”) announcing the acquisition of the 66,560 Miners covered by P.O. 02, a copy of which is attached as Exhibit 99.3 hereto and available on Riot’s website, www.riotplatforms.com, on the “Investor Relations” page.

The information furnished pursuant to Item 7.01 and Item 8.01 of this Report, including the Monthly Release, the Corporate Presentation, and the Press Release attached as Exhibits 99.1, 99.2, and 99.3 hereto, respectively, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, (the “Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements

This Report, including the Monthly Release, Corporate Presentation, and Press Release attached as Exhibits 99.1, 99.2, and 99.3 hereto, respectively, as well as the documents incorporated by reference herein and therein, may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements generally relate to future events, financial results or operating performance based on management’s current expectations, assumptions and beliefs about Riot’s future financial and operating performance, as well future economic conditions, which are made in reliance on the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. Accordingly, any statement contained or referenced herein, as well as in the other filings that we make with the SEC, that is not a statement of historical fact, should be considered a forward-looking statement. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “will,” “potential,” “hope” and similar expressions are intended to identify forward-looking statements; however, forward-looking statements may be made without such expressions. These forward-looking statements may include, but are not limited to, statements concerning: our plans, strategies and objectives for future operations; new equipment, systems, technologies, services or developments, such as our development and implementation of industrial scale immersion-cooled Bitcoin mining hardware and our data center development outside of Corsicana, Texas; the number and value of Bitcoin rewards and transaction fees we earn from our Bitcoin mining operations; expected cash flows or capital expenditures; our beliefs or expectations; activities, events or developments that we intend, expect, project, believe, or anticipate will or may occur in the future; and assumptions underlying or based upon any of the foregoing.

These statements are subject to various risks and uncertainties, both known and unknown, which could cause Riot’s actual results to differ, perhaps materially, from management’s current expectations or Riot’s historical performance. Such risks and uncertainties include, without limitation, risks related to: our estimates of bitcoin mining production; our future hash rate growth and global hash rate growth; the anticipated benefits of our immersion-cooling hardware; our ability to successfully deploy the new bitcoin mining computers we acquire; the timely completion and energization of our bitcoin mining infrastructure the success, timing and cost of integration of acquired businesses; and macroeconomic, political, and/or environmental events. Detailed information regarding other factors that may cause actual results to differ materially from those expressed or implied by statements in this Report, the exhibits attached hereto, and the other documents incorporated by reference herein, may be found in the filings we make with the SEC, including under sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in our Annual Report on Form 10-K and the subsequent Quarterly Reports on Form 10-Q, as well under similar headings and titles in the other filings we make with the SEC from time to time after the date of this Report. Copies of these filings may be obtained from the SEC’s website, www.sec.gov.

Item 9.01 – Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are filed or furnished herewith:

Exhibit No.	Description
10.1*†	Purchase Order No. 02, dated as of December 1, 2023, executed under that certain Master Purchase and Sale Agreement, dated as of June 23, 2023, by and between Riot Platforms, Inc. and MicroBT.
99.1	Press Release of Riot Platforms, Inc., dated as of December 6, 2023.
99.2	Riot Platforms, Inc. Corporate Presentation, dated as of December 6, 2023.
99.3	Press Release of Riot Platforms, Inc., dated as of December 4, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Portions of this Exhibit have been omitted as confidential information pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act. Riot undertakes to furnish a supplemental, unredacted copy of this Exhibit to the SEC, upon its request.

† Certain schedules and appendices to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Riot undertakes to furnish supplemental copies of any of the omitted schedules and appendices to the SEC, upon its request.

S I G N A T U R E

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant, Riot Platforms, Inc., has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized representative.

RIOT PLATFORMS, INC.
By:	/s/ Colin Yee
Name:	Colin Yee
Title:	Chief Financial Officer

Date: December 6, 2023

EX-10.1

Exhibit 10.1

Pursuant to Item 601(b)(10)(iv) of Regulation S-K of the Securities Act of 1933, as amended, certain information has been excluded from this Exhibit 10.1 by removing the excluded text and inserting “[****]” in its place. Such information has been excluded from this Exhibit 10.1 because the registrant customarily and actually treats such information as private or confidential, and it is (i) not material but (ii) would cause competitive harm to the registrant if it was publicly disclosed. Riot undertakes to furnish a supplemental, unredacted copy of this Exhibit 10.1 to the SEC, upon its request.

Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and appendices have been omitted from this Exhibit 10.1. Subject to Item 601(b)(10)(iv) of Regulation S-K, Riot undertakes to furnish supplemental copies of the omitted schedules and appendices to the SEC, upon its request.

MICROBT-RIOT

MASTER PURCHASE & SALE AGREEMENT

PURCHASE ORDER NO. 02

This Purchase Order No. 02 (this “Purchase Order”) is entered into, effective as of December 1, 2023 (the “Effective Date”), by and between (i) SuperAcme, Inc., a corporation organized under the laws of the State of Delaware, USA (“MBT USA”), an affiliate of Super Acme Technology (Hong Kong) Ltd., a limited company organized under the laws of Hong, Kong, PRC (together with MBT USA, collectively, “MicroBT”), and (ii) Riot Corsicana, LLC, a limited liability company organized under the laws of the State of Texas, USA (formerly known as “Project Lefty, LLC”) (“Riot Corsicana”), an affiliate of Riot Platforms, Inc., a corporation organized under the laws of the State of Nevada, USA (together with Riot Corsicana, collectively, “Riot”), pursuant to that certain Master Purchase and Sale Agreement by and among them, dated effective as of June 23, 2023 (the “Master Agreement”), the terms and conditions of which, to the extent not expressly modified by this Purchase Order, are hereby incorporated into this Purchase Order by reference as if set forth in full herein. Any capitalized term used but not otherwise defined in this Purchase Order shall have the meaning ascribed to it in the Master Agreement.

1.Order Description. MicroBT USA hereby sells and conveys to Riot Corsicana, and Riot Corsicana hereby purchases and accepts such conveyance from MicroBT USA, of the MicroBT Miners specified in the following table, in exchange for payment of the Purchase Order Total Price (as specified herein), in accordance with the terms of this Purchase Order No. 02.

Miner Model	Number of Miners	Aggregate Hash Rate	Price per Miner
		(EH/s)	(USD)
M56S++	3,724	0.86	$ [****]
M66	14,778	3.69	$ [****]
M66S	48,058	13.46	$ [****]
Totals:	66,560	18.01	$ [****]

2.Miner Specifications. Each Batch of the foregoing Miners delivered under this Purchase Order shall meet or exceed the minimum performance specifications set forth in the following table:

Miner Model	Average Hashrate	Power Draw	Power Efficiency
	(TH/s)	(Watts)	(Joules/TH [+/- 5%])
M56S++	230	5,280	22
M66	250	5,060	19.9
M66S	280	4,975	18.5
Weighted Averages:	270.5	5,127.8	19

3.Payment Terms and Schedule. The Purchase Order Total Price, and the payment schedule for the purchase and sale of the Miners hereunder, shall be as set forth below in this Section 3, subject to applicable

adjustments according to Section 3(g) below, Sections 3.3.1 and 3.3.2 of the Master Agreement, or as otherwise permitted by the Master Agreement.

(a)Price per Terahash (TH). Subject to adjustment as provided for in Section 3(g), the price per Terahash covered by this Purchase Order is set forth in the following table:

Miner Model	Price per TH
	(US $)
M56S++	$ [****]
M66	$ [****]
M66S	$ [****]
Weighted Average:	$ [****]

(b)Purchase Order Total Price ($USD). The Purchase Order Total Price for the Miners Purchased and Sold under the MSA pursuant to this Purchase Order is Two Hundred Ninety Million, Four Hundred Fifty-Nine Thousand, Four Hundred Thirty-Eight United States Dollars (U.S.$290,459,438), exclusive of any applicable USA production premiums, taxes, fees, and credits. The Purchase Order Total Price is further subject to adjustments as permitted under the Master Agreement and Section 3(g) below.

(a)Deposit. In connection with the execution of this Purchase Order, Riot Corsicana shall pay to MicroBT USA a Deposit against the Purchase Order Total Price in the amount of [****] United States Dollars (U.S. $[****]) (i.e., [****] Percent ([****]%) of the Purchase Order Total Price), which shall be applied as a credit against the Purchase Order Total Price, to be earned ratably upon delivery of the Miners. In accordance with the Master Agreement, payment of the Deposit shall be due within fourteen (14) days of receipt of an invoice submitted by MicroBT for payment therefor.

(b)Progress Payments. Progress Payments totaling [****] Percent ([****]%) of the Purchase Order Total Price shall be made in respect of progress made by or on behalf of MicroBT in the manufacture of the Miners, pro rata with respect to each Batch of Miners to be delivered hereunder, approximately three (3) calendar months prior to the applicable Batch Delivery Date, in accordance with the schedule of payments set forth in Section 3(f), below. In accordance with the Master Agreement, payment of each Batch Progress Payment shall be due within fourteen (14) days of receipt of an invoice submitted by MicroBT for payment therefor.

(c)Balance Payments; USA Production Premium. Payments for the remaining balance of the Purchase Order Total Price due with respect to each applicable Batch of Miners delivered hereunder, after the Deposit and the Progress Payments, plus any applicable USA production premium (which shall not exceed [****] United States Dollars (U.S. $[****]) per Miner), taxes and fees, shall be made prior to Delivery of the Miners in accordance with the Master Agreement. The Balance Payment due with respect to the applicable Batch of Miners shall be due and payable two (2) business days prior to the Delivery Date for such Batch, pursuant to an invoice submitted by MicroBT no later than sixteen (16) days prior to the Delivery Date of such Batch; provided, however, the Parties acknowledge and agree that the final Balance Payment due with respect to the final Batch of Miners to be delivered hereunder may be subject to adjustment for any Over-delivery or Under-delivery of Hashrate under this Purchase Order, in accordance with the terms of the Master Agreement.

(d)Payment Schedule. The schedule for payment of the Purchase Order Total Price due in exchange for the purchase and sale of the Miners under this Purchase Agreement shall be as set forth on Schedule 3(f) of this Purchase Order.

(e)Adjustments. Riot acknowledges that the actual hashrate and efficiency of each Miner actually delivered by MicroBT may fluctuate (subject to the ninety percent (90%) performance guarantee set forth in the warranty provisions of the Master Agreement). Accordingly, Riot hereby agrees that the final aggregate cost under this Purchase Order may be greater than the Purchase Order Total Price herein stated based on the total hashrate actually delivered by MicroBT and the price per Terahash corresponding to the applicable Miner as set forth in this Section 3. Further, MicroBT represents and warrants that, as of the Effective Date of this Purchase Order, the prices offered to Riot are the most favorable prices offered by MicroBT with respect to the Miners to be purchased hereunder. If, during the production and delivery schedule of the Miners under this Purchase Order, MicroBT sells or offers to sell USA manufactured Miners, having substantially the same (or better) hashrate and efficiency as those sold to Riot hereunder, at a lower base price per Terahash than the price per Terahash specified in this Purchase Order No. 02, (without regard to any volume discount offered by MicroBT), then MicroBT shall promptly notify Riot of such offer or sale and its lower prices and shall adjust the Purchase Order Total Price herein stated downward by reducing the price per Terahash of the remaining Miner Batches to be delivered which are covered by this Purchase Order to match the lower price offered to such third party. Such adjustment shall take the form of a credit applied to future payments under this Purchase Order, with any balance remaining applied to any future Purchase Orders placed under the Master Agreement.

4.  Delivery Terms & Schedule. Deliveries shall be made Ex-Works (Incoterms 2020) at MicroBT’s Delaware, USA warehouse on or before the fifteenth (15^th) day of each Batch delivery month. MicroBT shall package the Miners per the Master Agreement and Riot shall manage pick-up and transport of the Miners to its facility. Subject to adjustment pursuant to the Master Agreement, Delivery of the Miners purchased and sold between the Parties pursuant to this Purchase Order No. 02 shall be made according to the following schedule:

	Miner Model
Delivery Month	M56S++	M66	M66S	Total
Nov-23	--	--	--	--
Dec-23	--	--	--	--
Jan-24	--	--	--	--
Feb-24	--	--	--	--
Mar-24	--	--	--	--
Apr-24	621	2,463	2,463	5,547
May-24	621	2,463	2,463	5,547
Jun-24	620	2,463	2,463	5,546
Jul-24	621	2,463	2,463	5,547
Aug-24	621	2,463	2,463	5,547
Sep-24	620	2,463	2,463	5,546
Oct-24	--	--	2,467	2,467
Nov-24	--	--	2,467	2,467
Dec-24	--	--	2,466	2,466
Jan-25	--	--	7,400	7,400
Feb-25	--	--	7,400	7,400
Mar-25	--	--	7,400	7,400
Apr-25	--	--	3,680	3,680
TOTALS:	3,724	14,778	48,058	66,560

5. Authorized Representatives.

(a)MicroBT:[****]

Email: [****].

(b)Riot: [****]

Email: [****].

6. Supplemental Terms and Conditions.

(a)Purchase Order Supremacy. In the event of any conflict between the terms contained in this Purchase Order and those terms contained in the Master Agreement, the Parties hereby acknowledge and agree that the terms of this Purchase Order shall supersede, prevail and govern over those conflicting terms of the Master Agreement.

(b)Miscellaneous. This Purchase Order is executed under and forms a part of, and is incorporated by reference into, the Master Agreement, as if set forth in full therein. This Purchase Order may be executed electronically, including via exchange of digital signatures through secure signature services and/or .pdf copies exchanged via email between the authorized representatives of the Parties, and in any number of counterparts, each of which will be deemed an original of this Purchase Order, and which, together, will constitute one and the same instrument. The Parties hereby acknowledge and agree that this Purchase Order and the Master Agreement to which it relates, and each of their schedules, exhibits and appendices, (a) sets forth the final and complete agreement of the Parties regarding the subject matter of Purchase Order and (b) supersedes and replaces all prior agreements, amendments, discussions, drafts, proposals, and understandings of the Parties, whether written or oral, with respect to the subject matter of Purchase Order.

[Remainder of Page Left Intentionally Blank – Signatures Follow]

IN WITNESS WHEREOF, the Parties hereto, by the signatures of their duly authorized representatives set forth below and intending to be legally bound by the foregoing terms of this instrument, have executed this Purchase Order No. 02 as of the Effective Date set forth in the forepart hereof.

SuperAcme, Inc., a Delaware corporation,

By: Super Acme Technology (Hong Kong) Ltd., a Hong Kong limited company, its affiliate

By:/s/ SuperAcme, Inc.​ ​​ ​​ ​​ ​(seal)

Name:[****]

Title:[****]

Dated:12/04/2023​ ​​ ​​ ​​ ​

Riot Corsicana, LLC, a Texas limited liability company,

By:Riot Platforms, Inc., a Nevada corporation, its affiliate

By:/s/ Riot Platforms, Inc.​ ​​ ​​ ​​ ​(seal)

Name:[****]

Title:[****]

Dated:12/04/2023​ ​​ ​​ ​

[Purchase Order No. 02 – Signatures]

Schedule 3(f)

Schedule of Payments

[****]

EX-99.1

Exhibit 99.1

RIOT ANNOUNCES November 2023 PRODUCTION AND OPERATIONS UPDATES  

  

Riot Produces 552 Bitcoin in November 2023 While Expanding Hash Rate and Miners Deployed 

   

CASTLE ROCK, COLO. / Globe Newswire / December 6, 2023 / Riot Platforms, Inc. (NASDAQ: RIOT) (“Riot” or “the Company”), an industry leader in Bitcoin (“BTC”) mining and data center hosting, announces unaudited production and operations updates for November 2023.  

   

Bitcoin Production and Operations Updates for November 2023  

      

				Comparison (%)
Metric	November 2023	October 2023	November 2022	Month/Month	Year/Year
Bitcoin Produced	552	458	521	21%	6%
Average Bitcoin Produced per Day	18.4	14.8	17.4	25%	6%
Bitcoin Held 1	7,358	7,345	6,897	0%	7%
Bitcoin Sold	540	440	450	23%	20%
Bitcoin Sales - Net Proceeds	$19.6 million	$12.5 million	$8.1 million	57%	142%
Average Net Price per Bitcoin Sold	$36,278	$28,408	$18,009	28%	101%
Deployed Hash Rate1	12.4 EH/s	11.7 EH/s 2	7.7 EH/s	6%	61%
Deployed Miners1	112,944	106,674 2	72,428	6%	56%
Power Credits3	$0.2 million 5	$1.0 million 5	$0.2 million	-77%	1%
Demand Response Credits4	$1.6 million 5	$1.9 million 5	$0.6 million	-18%	164%

1.As of month-end.

2.Exahash per second (“EH/s”). Excludes 6,270 miners in October 2023 offline due to damage to Building G from the severe winter weather in late December 2022 in Texas.

3.Power curtailment credits.  

4.Credits received from participation in ERCOT demand response programs. 

5.Estimated.

“Riot continued to increase monthly Bitcoin production in November, mining 552 Bitcoin during the month, a 21% increase over October’s production,” said Jason Les, CEO of Riot. “Despite the headwinds of a nearly 9% increase in network difficulty, the ongoing return of hash rate in Building G at our Rockdale Facility and reduced curtailment activity helped drive this strong increase in our production activity.”

Estimated Hash Rate Growth   

   

In June 2023, Riot entered into a long-term purchase agreement with MicroBT, which included an initial order of 33,280 Bitcoin miners for its Corsicana Facility. Effective December 1, 2023, Riot executed a second order under the MicroBT long-term purchase agreement for an additional 66,560 Bitcoin miners, primarily for its Corsicana Facility.

Collectively, the two purchase orders will add 26 EH/s to Riot’s self-mining capacity. Deployment of these miners is expected to begin in the first quarter of 2024 and to be completed by the second half of 2025. Upon full deployment in 2025, Riot anticipates a total self-mining hash rate capacity of 38 EH/s.

Conference Schedule:

● Singular Research: 18^th Annual “Best of Uncovered” Conference in San Francisco, December 7^th.

● Roth MKM: 12^th Annual Deer Valley Event, December 13-16^th.  

Investor Relations Update

Riot has recently updated its Corporate Presentation, a copy of which is available on the Company’s website.

Human Resources Update  

  

Riot is currently recruiting for positions across the Company. Join our team in building, expanding, and securing the Bitcoin network.  

  

Open positions are available at: https://www.riotplatforms.com/careers.    

 

About Riot Platforms, Inc.  

  

Riot’s (NASDAQ: RIOT) vision is to be the world’s leading Bitcoin-driven infrastructure platform.  Our mission is to positively impact the sectors, networks, and communities that we touch. We believe that the combination of an innovative spirit and strong community partnership allows the Company to achieve best-in-class execution and create successful outcomes.  

  

Riot is a Bitcoin mining and digital infrastructure company focused on a vertically integrated strategy. The Company has data center hosting operations in central Texas, Bitcoin mining operations in central Texas, and electrical switchgear engineering and fabrication operations in Denver, Colorado.  

  

For more information, visit www.riotplatforms.com.  

  

Safe Harbor  

Statements in this press release that are not historical facts are forward-looking statements that reflect management’s current expectations, assumptions, and estimates of future performance and economic conditions. Such statements rely on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “will,” “potential,” “hope,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements may include, but are not limited to, statements about the benefits of acquisitions, including financial and operating results, and the Company’s plans, objectives, expectations, and intentions. Among the risks and uncertainties that could cause actual results to differ from those expressed in forward-looking statements include, but are not limited to: unaudited estimates of Bitcoin production; our future hash rate growth (EH/s); the anticipated benefits, construction schedule, and costs associated with the Navarro site expansion; our expected schedule of new miner deliveries; the impact of weather events on our operations and results; our ability to successfully deploy new miners; the variance in our mining pool rewards may negatively impact our results of Bitcoin production; megawatt (“MW”) capacity under development; we may not be able to realize the anticipated benefits from immersion-cooling; the integration of acquired businesses may not be successful, or such integration may take longer or be more difficult, time-consuming or costly to accomplish than anticipated; failure to otherwise realize anticipated efficiencies and strategic and financial benefits from our acquisitions; and the impact of COVID-19 on us, our customers, or on our suppliers in connection with our estimated timelines. Detailed information regarding the factors identified by the Company’s management which they believe may cause actual results to differ materially from those expressed or implied by such forward-looking statements in this press release may be found in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the risks, uncertainties and other factors discussed under the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as amended, and the other filings the Company makes with the SEC, copies of which may be obtained from the SEC’s website, www.sec.gov. All forward-looking statements included in this press release are made only as of the date of this press release, and the Company disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or

circumstances that subsequently occur, or of which the Company hereafter becomes aware, except as required by law. Persons reading this press release are cautioned not to place undue reliance on such forward-looking statements.  

   

Investor Contact:  

  
Phil McPherson  303-794-2000 ext. 110  

IR@Riot.Inc  

 

  

Media Contact:  Alexis Brock  303-794-2000 ext. 118   

PR@Riot.Inc  

EX-99.2

Exhibit 99.2

December 6, 2023 Riot Platforms (NASDAQ: RIOT) Corporate Presentation NASDAQ: RIOT

Statements in this presentation that are not statements of historical fact are forward-looking statements that reflect management’s current expectations, assumptions, and estimates of future performance and economic conditions, and are not guarantees of future performance or actual results. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may include, but are not limited to, statements about the benefits of acquisitions, including potential future financial and operating results, as well as the Company’s plans, objectives, expectations, and intentions. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “will,” “potential,” “hope,” and similar expressions are intended to identify forward-looking statements; however, forward-looking statements may be made without such signifying expressions. Because such forward-looking statements reflect management’s current expectations, assumptions and estimates of future performance and economic conditions, they are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: unaudited estimates of Bitcoin production; our future hash rate growth (EH/s); the anticipated benefits, construction schedule, and costs associated with the Corsicana Facility; our expected schedule of new miner deliveries; our ability to successfully deploy new miners; MW capacity under development; risks related to our realization of the benefits we anticipate from immersion-cooling; risks related to the success, schedule, cost and difficulty of integrating businesses we acquire; our failure to realize anticipated efficiencies and strategic and financial benefits from our acquisitions; and the impact that COVID-19 and other global events may have on us, our customers, our suppliers, and on economic conditions in connection with our estimated timelines, future performance and operations. Detailed information regarding the factors identified by the Company’s management which they believe may cause actual results to differ materially from those expressed or implied by the forward-looking statements contained in this presentation may be found in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the risks, uncertainties and other factors discussed under the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as amended, and the other filings the Company makes with the SEC, copies of which may be obtained from the SEC’s website, www.sec.gov. In addition to these risks and those identified by the Company’s management and disclosed in the Company’s filings with the SEC, other risks, factors and uncertainties not identified by management, or which management does not presently believe to be material to the Company, its business or prospects, may also materially affect the Company’s actual future results, including in ways adverse to the Company’s business. All forward-looking statements included in this presentation are made only as of the date of this presentation, and the Company disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently occur, or of which the Company hereafter becomes aware, except as required by law. Persons reading this presentation are cautioned not to place undue reliance on such forward-looking statements. 2 Forward Looking Statements

Riot Platforms (NASDAQ: RIOT) is the Leading Bitcoin-Driven Infrastructure Platform 98,694 miners deployed / 10.9 EH/s hash rate deployed2 Significant scale of operations Total revenue1: $202 million Low-cost producer 1 2 YTD Direct cost to produce 1 BTC3: $5,537/BTC YTD Bitcoin Mining gross margin3: 79% Cash balance4: $290 million Strong financial and liquidity position 3 Bitcoin held5: 7,358 BTC (~$309 million) Long-term debt outstanding6: Zero 3 4. As of September 30, 2023. 5. BTC balance as of November 30, 2023. Estimated fair value of ‘Bitcoin held’ based on applying the market price of one Bitcoin on December 4, 2023, of approximately $42,000 to the Company’s 7,358 Bitcoin held. 6. As of September 30, 2023. Does not include $0.7MM of long-term debt held at the ESS Metron level. 1. Nine months ended September 30, 2023. 2. As of September 30, 2023. Excludes 14,250 miners that are offline as a result of damage to Building G from the severe winter weather in Texas in late December 2022. 3. Nine months ended September 30, 2023. Non-GAAP, net of $42.3 million of power curtailment credits allocated to Bitcoin Mining. Direct cost to produce 1 BTC of $14,010 based on GAAP cost of Bitcoin Mining revenues, resulting in GAAP 46% Bitcoin Mining gross margin. 4,996 Bitcoin mined1 / ~18.3 Bitcoin mined/day YTD Cost of power3: 1.7c/kWh

Best-in-Class Management Team Driving Value Creation 4 Strong operational benefits from vertically-integrated strategy Leading hash rate deployment and growth Unique power strategy in Texas drives low power costs Industry-leading financial strength, with a clear path to grow to 38.1 EH/s Technological leader in industrial-scale immersion-cooling infrastructure build-out Key track record of decision-making across multiple Bitcoin cycles 1 2 3 4 5 6

Strong Operational Benefits from Vertically-Integrated Strategy… 5 1 Rockdale Facility Corsicana Facility ESS Metron  Largest Bitcoin mining data center in North America1 with 700 MW of total capacity​ in Rockdale, Texas  12.4 EH/s of self-mining capacity  200 MW of capacity across two buildings dedicated to immersion-cooled self-mining operations  Second large-scale development located in Corsicana, Texas with anticipated 1 GW of total capacity approved by ERCOT​  Expansion underway, with initial phase of 400 MW of immersion-cooled data center infrastructure ​under development  Miner orders placed representing 26 EH/s, totaling 99,840 miners – enough to fill out 600MW of infrastructure  Mining expected to commence Q1 2024  Critical provider of Riot’s infrastructure including customized immersion-cooling technology  Diversifies revenue base and de-risks procurement of infrastructure supply​ tied to Riot’s expansion plans  Premier provider of highly-engineered electrical equipment products​ to ~100 existing customers, including a number of Fortune 500 companies 1. As measured by developed capacity.

… Driving Positive Financial and Operational Benefits 6 1 Strong operational benefits… Industrial-scale miner fleet “plugged-in” at an industry-leading, low-cost of power Miner deployments Infrastructure development Suppliers Security Controlled infrastructure development timeline matching deployment schedule of miners Zero reliance on third-party hosting providers Physical and cyber operations monitored on-site 24/7 …driving positive financial performance 1 Enhanced profitability 2 Greater balance sheet flexibility Greater diversification of revenues Expanded relationships with key industry players Deepened industry knowledge driving best-in-class management decision-making 3 4 5

7 Source: Hashrate Index by Luxor as of October 31, 2023.  Riot began testing MicroBT miners in Q4 of 2022  Consistently demonstrates high uptime  Purpose built for immersion-cooling use  Made in the USA  Initial order of 33,280 miners for the first two buildings in the Corsicana facility  33,280 @ $21/TH  Second order of 66,560 miners for next four building in the Corsicana facility  66,560 @ $16 /TH  Purchase option for 75 EH/s of latest generation machines with a price ceiling of $16 /TH MicroBT M56S++ Order Option @ $16.50/TH $/TH Historical ASIC & BTC Price History1 BTC Price MicroBT Miner Order Secures Future ASIC Miner Purchase Supply and Pricing 2 $- $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 $- $20 $40 $60 $80 $100 $120 $140 Oct-20 Apr-21 Oct-21 Apr-22 Oct-22 Apr-23 Oct-23 25 to 28 J/TH Under 25 J/TH BTC Price MicroBT Long-Term Order Option @ $16/TH Provides Riot with a clear path to achieve 100 EH/s in self-mining capacity

8 2 Recent MicroBT Order Significantly Upgrades Riot’s Mining Fleet 27.7 J/TH 22.4 J/TH Current Fleet Efficiency 2025E Fleet Efficiency 67% 33% Below 25 J/TH Above 25 J/TH  Riot’s purchase of 99,840 MicroBT miners has an average fleet efficiency of 20.0 Joules per Terahash  Riot’s total fleet efficiency will be 22.4 Joules per Terahash in 2025 after deployment of all miners  Upon full installation of ordered miners, approximately 67% of Riot’s hash rate will come from the latest generation, most efficient miners Model Quantity Hash Rate Efficiency J/TH M56S+ 8,320 220 TH/s 24.0 M56S++ 22,684 230 TH/s 22.0 M66 20,778 250 TH/s 19.9 M66S 48,058 280 TH/s 18.5 Total / Weighted Average 99,840 26 EH/s 20.0 Fleet Efficiency Improvements 2025E Hash Rate Contribution Mix MicroBT Combined Order Summary

Corsicana Phase 1 3.1 EH/s 9.7 EH/s 12.4 EH/s 16.1 EH/s 20.1 EH/s 24.4 EH/s 28.8 EH/s 33.4 EH/s 38.1 EH/s 2021A 2022A 2023E 9 Historical Rockdale Phase 1 Phase 2 2024E 2 MicroBT Miner Order Provides Clear Path to 100 EH/s in Self Mining Note: Phases 1 and 2 represent the continued buildout of the Corsicana site and Riot’s option to order additional miners on an ongoing basis. Phase 1 consists of 4 buildings at the Corsicana site and Phase 2 consist of 2 buildings at the Corsicana site, with each building housing approximately 16,640 miners. 100+ EH/s Assuming full exercise of additional MicroBT purchase options 2025E Corsicana Phase 2

10 Proportion of Renewable Energy Production in ERCOT Continues to Increase 3 69% 59% 44% 19% 25% 26% 1% 6% 22% 11% 10% 5% 0.4% 0.2% 3% 0.2% 2018 2022 2024 Non-renewable Wind Solar Storage Nuclear Other  By the end of 2024, ~44% of ERCOT’s installed capacity will be generated from non-renewable sources  Bitcoin Mining is the perfect complement for intermittency issues associated with Renewable Generation  Bitcoin Mining is one of the few industries that can lower energy consumption and support the grid during times of demand stress #1 in renewable energy production1,2 in the US with wind and solar accounting for 48% of total energy generation capacity in the ERCOT grid by 2024 3 ERCOT energy generation fuel mix Sources: ERCOT, U.S. Energy Information Administration. 1. As of year end December 31, 2022. 2. Includes wind, solar, biomass, and geothermal energy sources.

-$10/MWh $10/MWh $30/MWh $50/MWh $70/MWh $90/MWh $110/MWh $130/MWh $150/MWh $170/MWh $190/MWh $210/MWh January-23 February-23 March-23 April-23 May-23 June-23 July-23 August-23 September-23 October-23 November-23 LZ South Average Settlement Price $/MWh Mining Revenue 11 Fixed Power Block Gives Riot Ability to Benefit from High Power Costs when Bitcoin Mining may be Less Economical 3 1. ERCOT South Hub (7x24) daily average historical settlement price from January 1, 2023, to October 31, 2023. 2. Riot’s $/MWh self-mining revenue, based on BTC mined per day, BTC closing price, and self-mining power draw per day. 3. 9-months ended September 30, 2023. Non-GAAP, net of $41.8 million of power curtailment credits allocated to Bitcoin Mining. Average settlement price >$500/MWh Riot’s average cost of power 3 1 2

12 Riot's Power Strategy Employed Through 3 Primary Mechanisms  Riot powers down operations and returns power back to the utility when market prices are higher than Bitcoin mining revenues  Riot receives power credits for difference between market power price and Riot’s fixed power price  Economic maximization between Bitcoin mining and electricity markets  Riot competitively bids to sell ERCOT the option to control Riot’s electrical load in certain hours  ERCOT compensates in the form of Demand Response Credits, which are received whether or not ERCOT calls to power down  Riot voluntarily powers down operations during times of peak demand in summer months  Participation gives substantial savings on transmission costs in future power bills, reducing overall power costs  Saves Riot ~$1MM per month on transmission costs Manual Curtailment 1 ERCOT Ancillary Services 2 ERCOT 4 Coincident Peak ("4CP") Program 3 Makes Possible Riot’s 345MW Long-Term 24/7 Fixed-Price Power Contract 3 Long-Term Power Contracts Form the Basis of Riot’s Power Strategy Q1 2023 $1.2 Million Q2 2023 $8.4 Million Q3 2023 $38.4 Million Q3 YTD Total $48.0 Million Power Credits Received Q1 2023 $1.9 Million Q2 2023 $5.1 Million Q3 2023 $11.2 Million Q3 YTD Total $18.2 Million Demand Response Credits Received

0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0% 90.0% 100.0% $0.00 $500.00 $1,000.00 $1,500.00 $2,000.00 $2,500.00 $3,000.00 $3,500.00 $4,000.00 $4,500.00 $5,000.00 12:00 AM 1:00 AM 2:00 AM 3:00 AM 4:00 AM 5:00 AM 6:00 AM 7:00 AM 8:00 AM 9:00 AM 10:00 AM11:00 AM12:00 PM 1:00 PM 2:00 PM 3:00 PM 4:00 PM 5:00 PM 6:00 PM 7:00 PM 8:00 PM 9:00 PM 10:00 PM11:00 PM Riot Self-Mining Revenue per MWh LZ_South Real Time Pricing Riot Self-Mining Power Usage % of Total Capacity 13 Riot’s Power Strategy in Action – Economic Optimization on June 20, 2023 3 Riot sells power back when power prices exceed BTC mining breakeven3 1. Self-mining revenue based on combination of bitcoin generated by self-mining operations and the average bitcoin price during the day, combined with all power credits received during June 20, 2023. 2. Real Time Market Settlement Point Prices for ERCOT Load Zone South based on average 15 minute interval on June 20, 2023 3. Amount equal to $93 per MWh, calculated based on daily average bitcoin price and network conditions as of June 20, 2023 and miner efficiency of 30 J/Th/s. 4. Riot is able to turn off and monetize fixed price power contracts though Power Credits and Demand Response Credits, average price received during June 20, 2023 were $62.86 per MWh and $688.29 per MWh, respectively. Total credits received on day of June 20, 2023 are $6.22 Million Riot mines BTC at full capacity Riot receives Power and Demand Response Credits4 Riot mining operations resume 1 2

Q3 2023 Actual BTC Net Proceeds (Oct & Nov 2023) Estimated BTC sales Corsicana Facility 400 MW build-out (remaining) Corsicana Facility additional 200 MW build-out Corsicana miner purchases 14 1. As of September 30, 2023. 2. As of November 30, 2023. Based on market price of BTC of approximately $42,000 as of December 4, 2023. 3. Assumes $40,000 BTC price increasing at a 2% monthly escalator and global network hash rate of 478 EH/s in 2023 (November to December), 505 EH/s in 2024 (January to December), and 536 EH/s in 2025 (January to December), majority of monthly BTC production sold (net of fees), self-mining operations from the Rockdale Facility, and estimated Company future deployed self-mining hash rate at the Corsicana Facility. 4. Assumes outstanding infrastructure capital expenditure as of September 30, 2023, only. 5. Includes miner costs to fill out all the Phase 1 400MW Corsicana build-out. Includes $289 million second order of 66,560 additional miners scheduled to be delivered through April 2025. $290 million Cash balance1 4 5 7,358 BTC2 3 $176 million $399 million Industry-Leading Financial Strength, with Growth Plans Through Year-End 2025 Already Fully-Funded and Independent of External Financing 4 $170 million

Corsicana Facility Under Development October 31st, 2023 Capex spent as of Q3 2023 Q4 2023 capex estimate 2024 phase 1 capex estimate Total phase 2 capex Total phase 1 & 2 capex G 15 1. Phase 1 of the Corsicana Facility development is comprised of the buildout of an initial 400 MW of immersion-cooled data center infrastructure. Phase 2 of the Corsicana Facility development is comprised of the buildout of an additional 200 MW of immersion-cooled data center infrastructure. Corsicana Infrastructure Capex Schedule1 $155mm $501mm $29mm $147mm 4 Corsicana Facility – Riot's Second Large-Scale Facility [1 GW] $170mm

16 Q4 2022 Groundbreaking Ceremony Kick-off Ground Works Q2 2023 Cut & Fill Structural Metal Buildings Delivered on Site Q4 2023 Tanks Commissioning Q4 2023 Building A1 Erection Q2 2023 Inventory Building Cut & Fill Q1 2024 First Batch of Miners Online Q2 2024 Second Batch of Miners Online 4 Corsicana Facility – First Batch of ASIC Miners to go Online in Q1 2024

Technological Leader in Industrial-Scale Immersion-Cooling Infrastructure Build-Out 17 5 Rockdale Facility Corsicana Facility Benefits of Immersion- Cooling1  Rockdale Facility is the largest known fully operational industrial-scale immersion-cooled Bitcoin mining operation  Two immersion-cooled buildings (200 MW) for self-mining at the Rockdale Facility have been completed  Initial 400 MW development at the Corsicana Facility will implement immersion-cooling infrastructure and technology  Agreement with Midas provides delivery of 200 MW of new immersion cooling systems for the first two buildings at Corsicana  Miners purchased from MicroBT are purpose-built for immersion-cooled mining  Provides clear pathway to deploying an additional 200 MW of immersion-cooled miners by Q2 2024 Increased heat dissipation – immersion fluids are more thermally conductive than air, increasing heat absorption and moving it quickly away from miners Cleaner operating conditions – prevents dust and debris from getting into hardware, decreasing cleaning and maintenance requirements Improved energy efficiency – removal of miner fans decreases energy usage and increases hash rate power Increased hardware asset life – significantly reduces vibrations and temperature fluctuations which cause hardware degradation 1: Source: Braiins (Economics of Immersion Cooling for Bitcoin Miners); Braiins is a Bitcoin mining operations company with software solutions including custom ASIC firmware and mining pool.

18 6 Key Track Record of Decision-Making Across Multiple Bitcoin Cycles Jan-19 Aug-19 Mar-20 Oct-20 May-21 Dec-21 Jul-22 Feb-23 Sep-23 Bitcoin price ($/BTC) Dec 2019: Purchased 4,000 S17 Pro miners Oct 2020: Completed $74 million raise at $2.43/sh Dec 2020: Completed $100 million raise at $5.78/sh Jan 2021: Completed $200 million raise at $13.46/sh Mar 2021: Purchased 43,500 S19j miners May 2021: Acquired 300 MW facility in Rockdale, TX; announced 400 MW expansion Oct 2021: Purchased 9,000 S19j Pro miners Dec 2021: Acquired ESS Metron Dec 2021: Purchased 30,000 S19XP miners Dec 2021: Completed $600 million raise at $29.53/sh Apr 2022: Initiated 1 GW expansion site in Corsicana, TX  150,000+ miners fully funded  Acquired Rockdale Facility and completed expansion to 700 MW  1 GW Corsicana Facility initiated  Cumulative capital raised2 at a weighted avg. price of ~$11/sh  $290 million cash balance and zero long-term debt3 1. Source: Blockchain.com; historical Bitcoin price from January 1, 2019, to December 1, 2023, based on monthly price average. 2. Since initiation of the 2019 ATM Offering. 3. As of September 30, 2023. Excluding net long-term balance of $0.3 million on Equipment Guidance Line at ESS Metron recognized within Other long-term liabilities on the Condensed Consolidated Balance Sheet. Aug-Dec 2020: Purchased 30,600 S19 Pro / S19j Pro miners Early, large-scale adopter of leading-edge ASIC miners Successfully executed key strategic acquisitions and organic initiatives driving growth Balance sheet prepared for the cycles through timely equity capital raises and zero debt driving current, leading liquidity position 1 2 3 1 Experienced management team successfully navigated through multiple Bitcoin cycles resulting in an industry-leading position Jun 2023: Completed $500 million raise at $9.35/sh Aug 2023: Started new $750 million raise ($317 million Q3 YTD at $11.81/sh) Jun 2023: Purchased 33,280 miners, consisting of M56S+, M56S++, and M66 miners Dec 2023: Purchased 66,560 miners, consisting of M56S++, M66, and M66S miners

27.7 J/TH 25.2 J/TH 31.4 J/TH 27.8 J/TH 33.4 J/TH 36.0 J/TH 25.7 J/TH Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Peer 9 $5,537 $18,123 $9,044 $13,556 $19,901 $13,770 $15,360 $19,744 $7,822 $14,889 Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Peer 9 $599 $352 $9 $128 $41 $42 $57 $(14) $(42) $68 Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Peer 9 19 6 Riot is Strongly Positioned Going into the "Halving" Source: Latest publicly available fleet efficiency data available from company filings, press releases, and management presentations as of December 4, 2023. 1. ’27.7 J/TH’ figure is representative of current operating miners deployed. ’22.4 J/TH’ figure reflects Riot’s expected fleet efficiency following full deployment of self-mining operations in phase 1 and phase 2 of the Corsicana Facility. 2. Source: Coin Metrics as of December 4, 2023. 3. Includes only Q2 2023 figures due to unavailability of Q3 2023 data. 4. Calculated as Cash & Cash Equivalents + (BTC on balance sheet as of November 30, 2023 * market price of BTC of approximately $42,000 as of December 4, 2023) – Long Term Debt. Balance sheet data from Q3 2023 filings, unless noted otherwise.​ Average Network Efficiency of 32.2 J/TH 2 1 Leading Fleet Efficiency 1 Low Cost to Mine BTC (Q3 YTD) 2 Strong Net Liquidity Position 3 4 Average of $13,640 N/A 22.4 J/TH 1 3 3 3 3 N/A N/A

Riot’s vision is to be the world’s leading Bitcoin-driven infrastructure platform 20 Rendering of Full Development of Corsicana Facility

Appendix 21

22 Management Team and Board of Directors  Unique, Bitcoin-focused strategic vision  Veteran public company expertise  Supported by industry-leading infrastructure expansion capabilities  Highly experienced independent directors Jason Les Chief Executive Officer; Director Benjamin Yi Executive Chairman of the Board William Jackman Executive Vice President, General Counsel Colin Yee Executive Vice President, Chief Financial Officer Hannah Cho Independent Director Lance D’Ambrosio Independent Director Hubert Marleau Lead Independent Director Jason Chung Executive Vice President, Head of Corporate Development & Strategy

23 Statement of Operations (Unaudited) 2023 2022 (in $ thousands, except for per share amounts) Revenue: - Bitcoin Mining $ 128,987 $ 126,166 - Data Center Hosting 21,811 27,899 - Engineering 50,995 44,886 - Other Revenue 73 73 Total Revenue $ 201,866 $ 199,024 Costs and Expenses: Cost of Revenue: - Bitcoin Mining $ 69,995 $ 51,766 - Data Center Hosting 73,929 44,392 - Engineering 46,939 40,504 Selling, General and Administrative 61,578 37,627 Depreciation and Amortization 190,071 61,366 Change in Fair Value of Derivative Asset (11,274) (86,865) Power Curtailment Credits (66,146) (21,328) Realized Gain on Sale of Bitcoin (47,098) (28,034) Impairment of Bitcoin 14,151 130,310 Other Expenses 6,862 319,543 Total Costs and Expenses 339,007 549,281 Operating Income (Loss) $ (137,141) $ (350,257) Total Other Income (Expense) 3,427 (7,998) Net Income (Loss) Before Taxes (133,714) (358,255) Total Income Tax Benefit (Expense) 5,014 8,839 Net Income (Loss) $ (128,700) $ (349,416) Basic and Diluted Net Income (Loss) per Share $ (0.76) $ (2.61) Basic and Diluted Weighted Average Number of Shares Outstanding 168,758,240 133,894,338 Nine Months Ended September 30,

24 Balance Sheet (Unaudited) As of September 30, As of December 31, 2023 2022 (in $ thousands, except for per share amounts) Assets: Current Assets: Cash and Cash Equivalents $ 290,107 $ 230,328 Accounts Receivable, net 12,683 26,932 Contract Assets 22,513 19,743 Prepaid Expenses and Other Current Assets 35,989 32,661 Bitcoin 151,825 109,420 Future Power Credits, Current Portion 271 24,297 Total Current Assets $ 513,388 $ 443,381 Property and Equipment, net $ 667,808 $ 692,555 Deposits 120,936 42,433 Finite-lived Intangible Assets, net 17,159 21,477 Derivative Asset 108,771 97,497 Operating Lease Right-of-Use Assets 21,064 21,673 Future Power Credits, less current portion 638 638 Other Long-Term Assets 5,620 310 Total Assets $ 1,455,384 $ 1,319,964

25 Balance Sheet (Unaudited) (continued) As of September 30, As of December 31, 2023 2022 (in $ thousands, except for per share amounts) Liabilities and Stockholders' Equity: Current Liabilities: Accounts Payable $ 8,898 $ 18,445 Contract Liabilities 5,787 8,446 Accrued Expenses 25,200 65,464 Deferred Gain on Acquisition Post-Close Dispute Settlement 26,007 - Deferred Revenue, current portion 2,564 2,882 Contingent Consideration Liability - Future Power Credits, current portion 271 24,297 Operating Lease Liability, current portion 2,388 2,009 Total Current Liabilities $ 71,115 $ 121,543 Deferred Revenue, less current portion $ 16,331 $ 17,869 Operating Lease Liability, less current portion 19,516 20,242 Contingent Consideration Liability - Future Power Credits, less current portion 638 638 Other Long-Term Liabilities 7,083 8,230 Total Liabilities $ 114,683 $ 168,522 Stockholders' Equity: Preferred Stock, no par value, 15,000,000 shares authorized: 2% Series A Convertible Preferred stock; 2,000,000 shared authorized; no shares issued and outstanding as of September 30, 2023 and December 31, 2022 - - 0% Series B Convertible Preferred stock; 1,750,001 shares authorized; no shares issued and outstanding as of September 30, 2023 and December 31, 2022 - - Common Stock, no par value; 340,000,000 shares authorized; 196,300,944 and 167,751,112 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively 2,225,743 1,907,784 Accumulated Deficit (885,042) (756,342) Total Stockholders' Equity 1,340,701 1,151,442 Total Liabilities and Stockholders' Equity $ 1,455,384 $ 1,319,964

26 Non-GAAP Adjusted EBITDA (Unaudited) * Indicates Non-GAAP measure. We use Adjusted EBITDA to eliminate the effects of certain non-cash and/or non-recurring items, that do not reflect our ongoing strategic business operations. Adjusted EBITDA includes impairment of Bitcoin charges. Adjusted EBITDA is provided in addition to, and not as a substitute for, or as superior to, the comparable GAAP measure, Net Income. For a full reconciliation of the Non-GAAP measures we use to their comparable GAAP measures, see the discussion under the heading “Non-GAAP Measures” commencing on page 29, under Item 2, “Management’s Discussion & Analysis” in our September 30, 2023, Form 10-Q. 2023 2022 (in $ thousands, except for per share amounts) Net Income (Loss) $ (128,700) $ (349,416) Interest (Income) Expense (3,331) 9 Income Tax Expense (Benefit) (5,014) (8,839) Depreciation and Amortization 190,071 61,366 EBITDA $ 53,026 $ (296,880) Non-Cash / Non-Recurring Operating Expenses and Adjustments: Stock-Based Compensation Expense $ 14,652 $ 7,304 Change in Fair Value of Derivative Asset (11,274) (86,865) Unrealized (Gain) Loss on Marketable Equity Securities - 7,930 Loss (Gain) on Sale/Exchange of Equipment 5,336 (16,281) Impairment of Goodwill - 335,648 Other (Income) Expense 1,430 313 Other Revenue, (Income) Expense Adjustments: License Fees (73) (73) Total Adjustments 10,071 247,976 Adjusted EBITDA $ 63,097 $ (48,904) Nine Months Ended September 30,

27 Non-GAAP Cost of Revenues (Unaudited) * Indicates Non-GAAP measure. We use these Non-GAAP measures to evaluate the performance of our core business operations, Bitcoin Mining and Data Center Hosting, after including the impact of our power management strategy. They are provided in addition to, and not as a substitute for, or superior to, their comparable GAAP measures, Revenue and Cost of Revenues. For a full reconciliation of the Non-GAAP measures we use to their comparable GAAP measures, see the discussion under the heading “Non-GAAP Measures” commencing on page 29, under Item 2, “Management’s Discussion & Analysis” in our September 30, 2023, Form 10-Q. 2023 2022 (in $ thousands, except for per share amounts) Bitcoin Mining: Revenue $ 128,987 $ 126,166 Cost of Revenue 69,995 51,766 Power Curtailment Credits allocated to Bitcoin Mining (42,333) (8,924) Cost of Revenue, net of Power Curtailment Credits 27,662 42,842 Bitcoin Mining Revenue in excess of Cost of Revenue, net of Power Curtailment Credits $ 101,325 $ 83,324 Bitcoin Mining Revenue in excess of Cost of Revenue, net of Power Curtailment Credits as a percentage of Revenue 78.6% 66.0% Data Center Hosting: Revenue $ 21,811 $ 27,899 - - Cost of Revenue 73,929 44,392 Power Curtailment Credits allocated to Data Center Hosting (23,813) (12,434) Cost of Revenue, net of Power Curtailment Credits 50,116 31,958 Data Center Hosting Revenue in excess of Cost of Revenue, net of Power Curtailment Credits $ (28,305) $ (4,059) Data Center Hosting Revenue in excess of Cost of Revenue, net of Power Curtailment Credits as a percentage of Revenue -129.8% -14.5% Total Consolidated Power Curtailment Credits $ (66,146) $ (21,358) Nine Months Ended September 30,

EX-99.3

Exhibit 99.3

RIOT PURCHASES 18 EH/S AND SECURES LONG-TERM SUPPLY OF HASH RATE FROM MICROBT

Riot Exercises Purchase Option on 18 EH/s of Latest Generation Immersion Miners from MicroBT, and Secures Additional Purchase Options Providing a Path to Exceed 100 EH/s 

● Riot places order for 18 EH/s of latest generation MicroBT Bitcoin miners, primarily consisting of the leading-edge M66S model, for $290.5 million

● Riot secures purchase options for up to an additional 75 EH/s with a fixed price ceiling

● Additional purchase options provide Riot with a path to achieve over 100 EH/s in self-mining capacity

CASTLE ROCK, CO. / Globe Newswire / December 4, 2023 / Riot Platforms, Inc. (NASDAQ: RIOT) (“Riot” or, the “Company”), an industry leader in Bitcoin (BTC) mining and data center hosting, announced today that it has executed a purchase option and updated its long-term purchase agreement (the “Agreement”) with MicroBT Electronics Technology Co., LTD, through its manufacturing subsidiaries, (“MicroBT”) a prominent manufacturer of Bitcoin miners. Under the purchase order, Riot will receive 66,560 latest generation miners from MicroBT, representing a total of 18 EH/s, in addition to the previously announced purchase of 33,280 miners. 

The expected schedule for these two purchase orders is outlined below:

● Q1 2024: Deployment of the previously announced purchase order of 33,280 MicroBT miners begins

● H2 2024: Delivery and deployment begins for the new purchase order of 66,560 additional MicroBT miners

● H2 2025: Deployment of miners under all current purchase order to be completed, Riot’s self-mining hash rate capacity to exceed 38 EH/s

The new order will primarily consist of MicroBT’s recently announced M66S, its most efficient miner, showcasing an efficiency rating of 18.5 Joules per terahash (“TH”). All miners in the order will be manufactured in the United States and purpose-built for immersion cooling. The total consideration under the Agreement is $290.5 million (exclusive of applicable taxes, fees and adjustments), equating to an average price for all miners of approximately $16/TH.        

	Purchase Order Summary
Model		# of Units	Hash rate   (TH/s)	Efficiency   (Joules/TH)
M56S++		3,724	230	22.0
M66		14,778	250	19.9
M66S		48,058	280	18.5
Total/Weighted Average		66,560	18 EH/s	19.0

Riot and MicroBT have also updated the Agreement to provide Riot with options to purchase up to a total of 265,000 additional miners from MicroBT, on the same terms as the new order. Assuming full exercise of Riot’s purchase options, the additional miners would add 75 EH/s to Riot’s self-mining capacity, to a potential total of greater than 100 EH/s.  

“I’m excited to announce the largest order of hash rate in Riot’s history” said Jason Les, CEO of Riot. “This purchase order and updated Agreement ensures that we will continue to own and operate one of the largest and most efficient Bitcoin mining fleets in the world. The price of these future purchase options will not exceed our current order as announced today, giving Riot the ability to more effectively plan future capital requirements and providing protection from potentially higher market prices for miners in the future. 

“Alongside Riot’s commitment for hash rate growth, we are actively building out the infrastructure at our Corsicana Facility, consistent with our long-standing, proven, vertically-integrated strategy. Riot is thrilled to further strengthen our relationship with MicroBT and to lay out our roadmap to reach and exceed 100 EH/s in the coming years.” 

  

“MicroBT is proud to announce several significant updates to the long-term Agreement between us and Riot,” said Jordan Chen, COO of MicroBT. “We are grateful to Riot for the confidence and trust placed in MicroBT, and for the positive working relationship that has been built between our two companies. The entire team at MicroBT is looking forward to continuing to support Riot’s effort to become the world’s leading Bitcoin-driven infrastructure platform.” 

About MicroBT 

Founded in 2016, MicroBT is a technology company focused on the research, development, production and sales of integrated circuits and Bitcoin mining hardware under the “Whatsminer” brand (www.whatsminer.com). MicroBT has recently commenced its United States-based manufacturing operations of Bitcoin mining hardware. 

About Riot Platforms, Inc. 

Riot’s (NASDAQ: RIOT) vision is to be the world’s leading Bitcoin-driven infrastructure platform. 

Our mission is to positively impact the sectors, networks, and communities that we touch. We believe that the combination of an innovative spirit and strong community partnership allows the Company to achieve best-in-class execution and create successful outcomes. 

Riot is a Bitcoin mining and digital infrastructure company focused on a vertically integrated strategy. The Company has data center hosting operations in central Texas, Bitcoin mining operations in central Texas, and electrical switchgear engineering and fabrication operations in Denver, Colorado. 

For more information, visit www.riotplatforms.com. 

Safe Harbor 

Statements in this press release that are not historical facts are forward-looking statements that reflect management’s current expectations, assumptions, and estimates of future performance and economic conditions. Such statements rely on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “will,” “potential,” “hope,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements may include, but are not limited to, statements about the benefits of acquisitions, including financial and operating results, and the Company’s plans, objectives, expectations, and intentions. Among the risks and uncertainties that could cause actual results to differ from those expressed in forward-looking statements include, but are not limited to: unaudited estimates of Bitcoin production; our future hash rate growth (EH/s); the anticipated benefits, construction schedule, and costs associated with the Navarro site expansion; our expected schedule of new miner deliveries; the manufacturer’s stated efficiency rating of new miners as opposed to the actual miner performance achieved of such miners may vary significantly; the impact of weather events on our operations and results; our ability to successfully deploy new miners; the variance in our mining pool rewards may negatively impact our results of Bitcoin production; M.W. capacity under development; we may not be able to realize the anticipated benefits from immersion-cooling; the integration of acquired businesses may not be successful, or such integration may take longer or be more difficult, time-consuming or costly to accomplish than anticipated; failure to otherwise realize anticipated efficiencies and strategic and financial benefits from our acquisitions; and the impact of COVID-19 on us, our customers, or on our suppliers in connection with our estimated timelines. Detailed information regarding the factors identified by the Company’s management which they believe may cause actual results to differ materially from those expressed or implied by such forward-looking statements in this press release may be found in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the risks, uncertainties and other factors discussed under the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and the other filings the Company makes with the SEC, copies of which may be obtained from the SEC’s website, www.sec.gov. All forward-looking statements included in this press release are made only as of the date of this press release, and the Company disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently occur, or of which the Company hereafter becomes aware,

except as required by law. Persons reading this press release are cautioned not to place undue reliance on such forward-looking statements. 

  

Investor Contact:   Phil McPherson   303-794-2000 ext. 110   

IR@Riot.Inc    

  

   

Media Contact:  Alexis Brock   303-794-2000 ext. 118    

PR@Riot.Inc    

XML

Document and Entity Information	Dec. 04, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Dec. 04, 2023
Entity Registrant Name	Riot Platforms, Inc.
Entity Incorporation, State or Country Code	NV
Entity File Number	001-33675
Entity Tax Identification Number	84-1553387
Entity Address, Address Line One	3855 Ambrosia Street
Entity Address, Adress Line Two	Suite 301
Entity Address, City or Town	Castle Rock
Entity Address State Or Province	CO
Entity Address, Postal Zip Code	80109
City Area Code	(303)
Local Phone Number	794-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	RIOT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001167419
Amendment Flag	false