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Riot Platforms, Inc.

3855 Ambrosia St., Ste. 301

Castle Rock, CO   80109

+1 (303) 794-2000

www.RiotPlatforms.com

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January 13, 2025

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance Office of Crypto Assets

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:Lulu Cheng; David Lin; Michelle Miller; and Mark Brunhofer

Re:Riot Platforms, Inc.

Form 10-K for Fiscal Year Ended December 31, 2023

Form 10-Q for the Period Ended September 30, 2024

File No. 001-33675

Ladies and Gentlemen:

On behalf of Riot Platforms, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) received on December 20, 2024, relating to the Company’s Form 10-Q filed with the SEC on November 4, 2024 (the “3Q24 Form 10-Q”) and Form 10-K filed with the SEC on February 23, 2024 (the “Form 10-K”).

For your convenience, the Staff’s comments have been repeated below in their entirety in bold, with the Company’s response to a particular comment set out immediately thereunder. The headings and numbered paragraphs in this letter correspond to the headings and numbered paragraphs in the comment letter received from the Staff on December 20, 2024. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the relevant 3Q24 Form 10-Q and Form 10-K, as applicable.

Form 10-Q for Fiscal Quarter Ended September 30, 2024

General

1. We note your response to prior comment 1 and added risk factor disclosure at pages 49 – 50 of your September 30, 2024 Form 10-Q addressing the potential uncertainties under applicable insolvency laws with respect to the holding of crypto assets in custodial accounts, including the consequent risk that your custodially-held Bitcoin could be considered property of your custodian’s estate in the event of bankruptcy of your custodian and the material impact and risks to shareholders related thereto. In light of your added risk factor disclosure, please revise to balance and/or reconcile your proposed disclosure in the “Business – Industry Trends” section of 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 (emphasis

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 added), if such custodian were ever to petition for bankruptcy protection or otherwise be declared insolvent.” See Appendix “B” to your response letter dated July 2, 2024.

Company Response: We respectfully acknowledge the Staff’s comment and confirm that we will enhance our disclosures to address potential uncertainties under applicable insolvency laws with respect to the holding of crypto assets in custodial accounts in future filings on Form 10-K under Item 1. Business, beginning with the Form 10-K for the year ending December 31, 2024 (the “2024 Form 10-K”). An example of such enhanced disclosures for illustration purposes using the “Industry Trends” section of Item 1. Business in the Form 10-K is attached hereto as Appendix “A” (inserts marked with underline; deletions marked with strikethrough).

Additionally, we advise the Staff that the risk factor included in our 3Q24 Form 10-Q will be enhanced in our 2024 Form 10-K to note recent changes to the Company’s custodial relationships, substantially in the form as follows (inserts marked with underline; deletions marked with strikethrough):

“We are subject to counterparty risks, including in particular risks and uncertainties relating to our custodians.

We rely on the well-known U.S. based third-party digital asset-focused custodiancustodians, NYDIG and Coinbase (each, a “Custodian”), to safeguard our Bitcoin using cold storage. NYDIGEach Custodian receives and holds our custodied assets, which includes both our digital assets and any cash we may choose to custody with NYDIGthe applicable Custodian. Pursuant to the NYDIG Custodial Agreement, NYDIG and the Coinbase Prime Broker Agreement, each Custodian has covenanted that it holdsthey hold our digital assets in a segregated account that will at all times be identifiable in NYDIG's database as being stored for ouraccounts for the Company’s benefit; that NYDIGthe Custodian has no rightrights, interest or title in our digital assets; and that our digital assets do not constitute an asset on the balance sheet of NYDIGsuch Custodian. To the extent NYDIGa Custodian holds any cash on our behalf, NYDIGit may hold our cash in one or more omnibus "for benefit of customers" accounts at one or more U.S. insured depository institutions. However, currently, the Company has no cash custodied,  and has no immediate or future plans to custody,  any cash with NYDIGeither Custodian. Under the terms of the NYDIG Custodial Agreement, NYDIG and the Coinbase Prime Broker Agreement, each Custodian has covenanted that our digital assets will not be commingled with other digital assets held by NYDIGthe Custodian, except that in the NYDIG Custodial Agreement, assets may be temporarily commingled (typically for no longer than 12 hours, but in no case longer than 72 hours) as an operational matter, if required, to effect a transfer into or out of our digital asset account. In the NYDIG Custodial Agreement, NYDIG further represents and warrants that beneficial and legal ownership of all our digital assets is, and will remain, freely transferable without the payment of money or value and that NYDIG has no ownership interest in our account.

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While we believe that each of the NYDIG Custodial Agreement providesand Coinbase Prime Broker Agreement provide our business with reasonable protections for our business's operations and the safe storage of our digital assets, we make no assurances that storing our digital assets with NYDIGeither Custodian is free from risk. To the best of our knowledge, NYDIGeach Custodian safely stores our digital assets in segregated accounts as represented in the NYDIG Custodial Agreement and Coinbase Prime Broker Agreement; however, if NYDIGa Custodian were to be in breach of theits agreement, our digital assets could be compromised. Similarly, if NYDIGa Custodian were to cease operations, declare insolvency or file for bankruptcy, there is a reasonable risk that recovery of our assets, though kept in segregated accounts, would be delayed or unrecoverable. Applicable insolvency law is not fully developed with respect to the holding of digital assets in custodial accounts. If our custodied Bitcoin were considered to be the property of our

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custodian’sa Custodian’s estate in the event that such custodianCustodian were to enter bankruptcy, receivership or similar insolvency proceedings, there is a risk that we could be treated as a general unsecured creditor of such custodian, inhibiting our ability to access our Bitcoin. Even if we are able to prevent our Bitcoin from being considered the property of a custodian’sCustodian’s bankruptcy estate as part of an insolvency proceeding, it is possible that we would still be delayed or may otherwise experience difficulty in accessing our Bitcoin held by the affected custodianCustodian during the pendency of the insolvency proceedings. A delay in our ability to access our Bitcoin could result in the loss of the value related to some or all of our Bitcoin and could have a material adverse effect on our financial condition and the market price of our common stock. We also do not have a readily available additional backup custodiancustodians at this time, so if NYDIG or Coinbase were to cease operations, declare insolvency or file for bankruptcy, we would need to self-custody ourthe applicable digital assets using cold storage until we could contract with another adequate custodian for the safe storage of our assets which may have a disruptive effect on our business. In the meantime, our mined Bitcoin would continue to aggregate in our proprietary wallet until we found aanother suitable cold storage custodian.”

2. We reviewed your response to prior comment 15 and revised disclosures in response thereto. Please revise future filings to address the following points:

 ● We note your disclosure in the fifth paragraph on page 35 of your September 30, 2024 Form 10-Q regarding the NYDIG Custodial Agreement. Please expand your future disclosure regarding this agreement to disclose the term and termination provisions thereof. Additionally, noting your disclosure that this agreement contains certain mutual indemnification provisions, please revise future filings to explain your related indemnification obligations thereunder, including the material terms of your obligation to indemnify NYDIG in this regard.

 ● Refer to your revised disclosure on page 50 of your September 30, 2024 Form 10- Q in the risk factor headed, “Our limited rights of legal recourse and our lack of insurance protection over our Bitcoin….” We note you have removed your disclosure that “we require our custodian to maintain insurance policies against cyber-attacks and other unauthorized intrusion events which may target our Bitcoin, ... Such protections are imperfect, however, … and our custodied Bitcoin may be lost, as a result,” appearing on page 41 of your June 30, 2024 Form 10-Q. Please revise future filings to reinstate this disclosure or advise otherwise. Also please describe in future filings your custodian's insurance coverage in greater detail, including how the total value of insurance coverage that would compensate you in the event of Bitcoin losses compares to the total value of Bitcoin held by your custodian, as opposed to stating that the “magnitude of such loss may exceed (emphasis added) the amount of insurance coverage for our Bitcoin,” as previously disclosed in your June 30, 2024 Form 10-Q.

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Company Response: We respectfully acknowledge the Staff’s comment and respond as follows:

Bullet #1: We confirm that we will expand our future disclosures regarding the NYDIG Custodial Agreement, and the new Coinbase Prime Broker Agreement, to disclose the term and termination provisions, and mutual indemnification provisions, as applicable.  An example of such enhanced disclosures for illustration purposes using the “Bitcoin Mining” section of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 3Q24 Form 10-Q is attached hereto as Appendix “B” (inserts marked with underline; deletion marked with strikethrough).

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Bullet #2: We respectfully acknowledge the Staff’s comment and advise the Staff that since we filed our Form 10-Q for the period ended June 30, 2024, we entered into an arrangement with a new custodian, Coinbase, resulting in us currently having relationships with two well-known U.S. based third-party custodians, NYDIG and Coinbase. NYDIG is not required to maintain insurance coverage under the NYDIG Custodial Agreement.  Coinbase is required under the Coinbase Prime Broker Agreement to maintain insurance coverage, but it has discretion to determine the types and amounts, subject to being commercially reasonable for the custodial services provided thereunder.

Accordingly, we respectfully advise the Staff that, for the following reasons, it is appropriate not to reinstate in future filings the “we require our custodian to maintain insurance policies against cyber-attacks and other unauthorized intrusion events which may target our Bitcoin, ... Such protections are imperfect, however, … and our custodied Bitcoin may be lost, as a result,” disclosure from our Form 10-Q for the period ended June 30, 2024:

 ● We have no contractual right to control whether a custodian maintains any insurance coverage, in the case of NYDIG, or the type or amount of insurance coverage, in the case of Coinbase; and

 ● If it maintains insurance coverage, the custodian is not required to notify us of the type, amount or other terms thereof, which may change without notice to us.

However, we advise the Staff that in future filings we will revise the disclosures on page 50 of our 3Q24 Form 10-Q in the risk factor headed, “Our limited rights of legal recourse and our lack of insurance protection over our Bitcoin….,” substantially as follows, in response to the Staff’s comment, to clarify the risk of lack of insurance protection over our Bitcoin, as it relates to our custodians (inserts marked with underline; deletions marked with strikethrough):

“Our limited rights of legal recourse and our lack of insurance protection over our Bitcoin expose us and our stockholders to the risk of loss of our Bitcoin for which there may be no adequate remedy.

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While we rely on a well-known U.S.-based third partythird-party digital asset-focused custodiancustodians to safeguard our Bitcoin, our Bitcoin is not insured by us, including not being subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protection. Accordingly, if our Bitcoin is lost, stolen or destroyed under circumstances rendering a party liable to us, our loss could be significant and the responsible party may not have the financial resources sufficient to satisfy our claim. For example, as to a particular event of loss, the only source of recovery for us might be limited, to the extent identifiable, to responsible third parties,  such as a custodian, or in other instances, a thief, terrorist or others, any of which may not have the financial resources (including liability insurance coverage) to satisfy a valid claim. We believe our custodians, NYDIG and Coinbase, maintain limited insurance policies covering the pool of digital assets each custodies against certain events of loss, such as theft. NYDIG and Coinbase custody the digital assets of hundreds of parties, worth billions of U.S. dollars, and any insurance coverage held by any of these custodians is likely significantly less than the total value of the custodied digital assets of their customers. Any insurance proceeds received by a custodian in response to a loss would likely be shared by the custodian with us and other affected parties, rendering any amount we would receive significantly less than the value of our lost custodied assets. Furthermore, any insurance held by the custodians may be terminated without notice to us. Any loss of insurance coverage would impede our ability to be compensated for our losses. Therefore, a loss may be suffered with respect to our Bitcoin for which there may be no recourse is availableor adequate remedy, which could have a material adverse effect on our results of operations and financial condition and, consequently, an investment in our securities.”

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Bitcoin Mining, page 35

3. We note your response to prior comment 7 and the revised disclosures at pages 37 – 38 of your September 30, 2024 Form 10-Q. Please expand your disclosure in future filings to disclose the gross purchase price of your mining equipment and clarify whether, and if so, how, such equipment acquisition costs factor into your breakeven analysis.

Company Response: We respectfully acknowledge the Staff’s comment and confirm that we will expand our disclosures regarding the purchase price of our mining equipment and how such costs impact our breakeven analysis beginning with the 2024 Form 10-K. Specifically, we will add disclosure to our breakeven analysis that we capitalize the acquisition cost of our miners and depreciate them over a three-year period, during which time, they are