SecProbe.io

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
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, •1.

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
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 •4.

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
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 •6.

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
We note your response to prior comment 1 and the revised disclosures in your June 30, 12.

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 numb