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United States securities and exchange commission logo
May 28, 2024
Jason Les
Chief Executive 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
Filed February 23, 2024
File No. 001-33675
Dear Jason Les:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2023
Item 1. Business
Industry Trends, page 6
1.On page 7, you disclose that, “Our Bitcoin is held in cold storage wallets by a well-known
U.S.-based third-party digital asset-focused custodian. We also sell our Bitcoin using our
custodian’s U.S. brokerage services.” Please revise future filings to describe in greater
detail your custody procedures and related arrangements, including the following:
•The identity of your third-party custodian;
•The material terms of any (i) custody agreement and (ii) agreement in connection
with your use of your custodian’s U.S. brokerage services to sell your Bitcoin.
Additionally, file the same as exhibits in future filings. See Item 601(b)(10) of
Regulation S-K;
•The geographic location where crypto assets are held in cold wallets;
•Whether any persons (e.g., auditors, etc.) are responsible for verifying the existence
of the crypto assets held by your third-party custodian; and
•Whether any insurance providers have inspection rights associated with the crypto

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assets held in storage.
Item 1A. Risk Factors, page 15
2.Based on your disclosure on page F-44, there appears to be a concentration of risk related
to your Bitcoin Mining revenue generated from your participation in a mining pool. In
future filings, please include a risk factor highlighting the risks related to this revenue
concentration.
Risks Related to the Price of Bitcoin, page 18
3.Please add disclosure in future filings that addresses the risks related to bitcoin and the
bitcoin network, including, for example, wash-trading, the existence of bitcoin "whales"
and the concentration in bitcoin ownership, front-running and manipulation.
4.Please add disclosure in future filings that addresses the risks associated with the limited
supply of bitcoins that can be mined, the maximum number of bitcoins that may be
released into circulation, and the number of bitcoins currently in circulation.
Risks Related to our Operations, page 19
5.We note your disclosure on page 12 that you currently rely on trade secrets, trademarks,
service marks, trade names, copyrights, and other intellectual property rights, and on
licenses to use intellectual property rights owned and controlled by others. Please add
disclosure in future filings that addresses the associated intellectual property risks.
Incorrect or fraudulent Bitcoin transactions may be irreversible..., page 22
6.We note your disclosure that, "[w]e may be unable to secure insurance policies for our
Bitcoin assets at rates or on terms acceptable to us, if at all, and we may choose to self-
insure." Under an appropriately captioned heading, please disclose in future filings the
types of insurance coverage you carry, if any, including any insurance that you or your
third-party custodian carries covering crypto assets held on your behalf. Also revise future
filings to disclose the amount of coverage, term, termination provisions, renewal options
and limitations on coverage. To the extent you or your custodian do not carry insurance
covering crypto assets, please revise future filings to so clarify and expand your risk factor
disclosure as appropriate.
Risks Related to Governmental Regulation and Enforcement
Our interactions with a blockchain may expose us to specially designated nationals..., page 25
7.We note that your policy prohibits any transactions with SDN individuals, and you “take
all commercially reasonable steps to avoid such transactions.” Under an appropriately
captioned heading, please expand your disclosure in future filings to briefly discuss the
procedures you conduct to determine, among other things, whether the counterparty in any
transaction is a person named on OFAC’s SDN list.

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May 28, 2024
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 32
8.Please enhance your disclosure in future filings to provide a comprehensive breakeven
analysis for your bitcoin mining operations that compares the cost to earn/mine one
bitcoin with the market value of one bitcoin. Identify and explain all relevant inputs.
Quantitative tabular disclosure may be helpful. As part of your breakeven analysis, please
be sure to reflect mining equipment costs. Additionally, clarify whether you finance the
purchase of mining equipment and if so, reflect financing costs in your breakeven
analysis.
9.Please enhance your discussion in future filings to provide comparative underlying key
operating metrics for periods presented. For example, on page 33 you disclose that as of
December 31, 2023, your Bitcoin Mining business segment operated 112,944 miners with
a hash rate capacity of 12.4 EH/s, but you do not disclose 2022 metrics to support the
changes in period-over-period operating results. Considering also providing key operating
metrics in a table format. Refer to Item 303(b)(2)(ii) and Instructions to paragraph (b) of
Regulation S-K.
10.You disclose that during the years ended December 31, 2023 and 2022, you earned $71.2
million and $27.3 million, respectively, in power credits, which were recognized as offsets
to your operating expenses, but equated to approximately 2,497 Bitcoin and 968 Bitcoin,
respectively, as computed using the average daily Bitcoin prices for the applicable period.
Please tell us the relevance of disclosing the number of Bitcoin equivalent to your power
credits. In this regard, you did not mine these additional Bitcoin and it is evident that you
did not purchase and hold the number of Bitcoin that you disclose. In your response tell us
how you calculated the average Bitcoin price as it is unclear whether it is the average of
closing prices on your principal market or some other average. Refer to SEC Release No.
33-10751.
Non-GAAP Measures, page 38
11.We note that you present Non-GAAP financial measures for your Bitcoin Mining and
Data Center Hosting segments for revenue, cost of revenue, revenue in excess of cost of
revenue, net of power curtailment credits, power curtailment credits allocated and related
derived margins, but you do not present the most directly comparable GAAP measures
with equal or greater prominence. For each Non-GAAP financial measure you present,
please revise future filings to present the most directly comparable GAAP measure with
equal or greater prominence as required by Item 10(e)(1)(i)(A) of Regulation S-K and the
guidance in Questions 104.03 and 104.04 of the Division of Corporation Finance’s
Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Also,
provide the reconciliations required by Item 10(e)(1)(i)(B) of Regulation S-K. Please
provide us with your proposed disclosures.

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12.You disclose that you believe netting the power curtailment credits against your costs can
be an important financial measure because it allows management, investors, and your
board of directors to evaluate and compare your operating results, including your
operating efficiencies, from period-to-period and relative to actual proportional power
consumption during the periods presented. You also disclose that offering power back to
the grid at market-driven spot prices, thereby reducing your operating costs, is integral to
your overall strategy. Considering the allocation percentages of the consolidated power
curtailments to Bitcoin Mining and Data Center Hosting have fluctuated for the periods
presented, please address the following in future filings:
•Tell us the amounts of power consumption for the periods presented, including how
you determined and measured the proportional power consumption for each segment.
•Tell us what caused actual power consumption to fluctuate between periods and how
the measures are useful to investors if the actual power consumption amounts are not
disclosed, considering the change in allocation percentages in the periods presented.
•Tell us your consideration for disclosing the reasons for significant changes in power
consumption and the related credit allocation between segments.
Liquidity and Capital Resources, page 40
13.Your disclosure of net cash provided by/used in operating, investing and financing
activities appears to repeat information already provided in the statement of cash
flows. Please represent to us that, in future filings, you will enhance your disclosure to
provide a quantitative and qualitative analysis of the drivers of the change in cash flows
between periods and impact to future trends to provide a sufficient basis to understand
changes in cash between periods. Refer to Item 303(b)(1) of Regulation S-K and Sections
1.B. and IV.B. of SEC Release Nos. 33-8350 and 33-10890 for guidance.
Critical Accounting Estimates, page 43
14.We note your disclosure of critical accounting estimates. Please represent to us that, in
future filings, you will enhance your disclosure to provide qualitative and quantitative
information necessary to understand the estimation uncertainty and the impact
your critical accounting estimates have had or are reasonably likely to have on your
financial condition and results of operations. Your disclosure should explain why
each critical accounting estimate is subject to uncertainty and, to the extent the
information is material and reasonably available, discuss how much each estimate and/or
assumption has changed over a relevant period and the sensitivity of reported amounts to
the underlying methods, assumptions and estimates used, to the extent applicable. The
disclosures should supplement, not duplicate, the description of accounting policies or
other disclosures in the notes to the financial statements. Please also consider the
underlying estimates related to your power purchase agreement and related power
curtailment credits. Refer to Item 303(b)(3) of Regulation S-K and SEC Release No. 33-
10890 for additional guidance.

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk, page 47
15.We note your election to provide disclosure under the sensitivity analysis option of Item
305(a)(1)(ii) of Regulation S-K. Please address the following:
•Tell us how your hypothetical 10% increase or decrease in future power prices at
December 31, 2023, would have a positively correlated impact of increase or
decrease in net income.  In your response:oTell us how you derived the approximately 10% impact;
oTell us whether you believe the 10% impact is reasonably possible in the near-
term as stipulated in Instruction 3A to Item 305(a) of Regulation S-X and
explain why; and
oTell us whether you believe a 10% decline in power prices is reasonable
possible and explain why.
•Tell us whether you believe the 10% increase or decrease in the price of Bitcoin is
reasonably possible in the near-term considering 2023 price volatility, specifically
explaining your consideration for providing a higher rate of change.
Notes to Consolidated Financial Statements
Note 2. Significant Accounting Policies and Recent Accounting Pronouncements
Bitcoin, page F-11
16.You disclose that after the adoption of ASU 2013-08 you record Bitcoin at fair value.
From your June 29, 2018 response to comment 14 of our June 15, 2018 letter, it appears
that you consider CoinMarketCap your principal market. As CoinMarketCap is not a
market where Bitcoin is bought and sold, please tell us whether you still consider it to be
your principal market. If so, tell us how CoinMarketCap qualifies as your principal
market, or in the absence of a principal market, your most advantageous market. If not,
tell us the identity of your principal or most advantageous market. In your response,
please include the following:
•As you regularly sell Bitcoin, tell us what market or markets you actively sell in.
•Tell us how you considered that market or those markets in your determination of
your principal or most advantageous market. Refer to ASC 820-10-35-5A.
Revenue Recognition
Bitcoin Mining, page F-11
17.Please address the following as it relates to your mining pool participation under the Full-
Pay-Per-Share (FPPS) payout methodology:
•Confirm for us that you participated in only one mining pool for each period
presented in your filing as implied by your concentrations disclosures on page F-44
and represent to us that you will enhance your disclosure in future periods to clarify.
•You identify the provision of “computing power” as your single performance
obligation. Tell us how that terminology accurately portrays the promise under your
contracts given that you run the pool operator’s software on your equipment to

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construct block header candidates and perform hash calculations. In your response,
clarify for us whether as a participant in a mining pool it would be more accurate to
characterize your performance obligation as the provision of hash calculation services
to the pool operator and represent to us, if true, that you will revise your disclosure in
future filings, including a statement that you decide when to provide services under
the contract(s).
•You disclose that contracts are terminable at any time by you, at no cost to you, or by
the pool operator, under certain conditions specified in the contract.  However, in
your April 3, 2019 response to our February 14, 2019 letter you indicated that
contracts can be terminated by pool operators at any time for any reason. Please
reconcile the apparent discrepancy for us. To the extent the pool operator is only able
to terminate the contracts for specific reasons, tell us the conditions that allow the
pool operator to terminate. Otherwise, represent to us that you will enhance future
filings to clarify, if true, that the contracts with your pool operators provide both
parties the unilateral enforceable right to terminate the contract at any time without
penalty.
•Tell us how you considered the guidance in Questions 7 and 8 to the FASB Revenue
Recognition Implementation Q&A's and the impact on your determination of both
contract inception and contract duration for accounting purposes. Specifically, tell us
whether you believe the termination rights in your contracts result in contracts that
are continually renewed for accounting purposes and therefore have a duration of less
than 24 hours and if so, revise your revenue recognition policy in future filings to
state that fact.
•To the extent you have determined that the pool operator's ability to terminate at any
time without penalty under each mining pool arrangement results in a contract that is
continually renewed, clarify for us wheth