Riot Platforms Inc 美股招股说明书（2025年04月24日版）

PROSPECTUS SUPPLEMENT (To prospectus dated August9, 2024) RIOT PLATFORMS,INC. 8,200,000 Shares of Common Stock, No Par Value per ShareOffered by the Selling Stockholder This prospectus supplement relates to the registration of the potential offer and resale by the SellingStockholder (which term as used herein includes their respective permitted transferees or successors-in-interest), identified in this prospectus supplement, of up to 8,200,000 shares of common stock, no parvalue per share (the “Shares”), of Riot Platforms,Inc. (“we,” “us,” and “our”). We are issuing these Sharesto the Selling Stockholder as part of the consideration for the acquisition by our wholly-owned subsidiary,Whinstone US, Inc. (“Whinstone”), of specific assets owned by Rhodium Encore LLC (together with itsaffiliates, “Rhodium”, and together with Whinstone, the “Parties”), and settlement of all disputes betweenthe Parties (the “Rhodium Transaction”). Such Shares shall be issued pursuant to a Purchase and SaleAgreement, by and among us, the Parties, and the Selling Stockholder (the “Rhodium Agreement”). Such The Selling Stockholder may offer and sell or otherwise dispose of the Shares identified in this prospectussupplement from time to time through public or private transactions at market prices prevailing at the timeof sale, at prices related to such market prices, at varying prices determined at the time of sale, at fixedprices or at negotiated prices. However, our registration of the offer and sale of the Shares covered by thisprospectus supplement does not mean that the Selling Stockholder will offer or sell all or any of theShares. The timing and amount of any sale is within the sole discretion of the Selling Stockholder, subjectto certain restrictions. To the extent required, we will provide the specific terms of transactions in theShares that may be offered by the Selling Stockholder under this prospectus supplement by providing We are not offering any Shares for sale under this prospectus supplement, and we will not receiveany proceeds from sales of the Shares by the Selling Stockholder under this prospectus supplement. Our common stock is traded on the Nasdaq Capital Market under the symbol “RIOT.” Table of Contents As of April 24, 2025, there were 350,287,550 shares of our common stock issued and outstanding, and thelast reported sales price for shares of our common stock was $7.79 per share. Investing in our common stock involves a high degree of risk. Before making any investmentdecision regarding the Shares, you should read and carefully consider the risks described in thesection entitled “Risk Factors” on pageS-10 of this prospectus supplement, as well as under similarheadings in the other documents we file with the Securities and Exchange Commission (the “SEC”) Neither the SEC nor any state securities commission has approved or disapproved of these securitiesor determined if this prospectus supplement or the prospectus to which it relates is truthful, The date of this prospectus supplement is April24, 2025. TABLE OF CONTENTS PROSPECTUS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus is in two parts. The first part is this prospectus supplement, which describes the specificterms of this offering of shares of our common stock and certain other matters relating to us. The secondpart is the accompanying prospectus dated August 9, 2024, which gives more general information aboutthe securities that we may offer from time to time, some of which does not apply to this offering of shares Except as the context otherwise requires, in this prospectus supplement and the accompanying prospectus,the terms “we,” “us,” “our,” “the Company” and “Riot Platforms” refer to Riot Platforms, Inc. and itsconsolidated subsidiaries. Unless otherwise indicated, all financial data in this prospectus supplement refer The distribution of this prospectus supplement and the accompanying prospectus and the offering of thecommon stock in certain jurisdictions may be restricted by law. Persons who come into possession of thisprospectus supplement, any related free writing prospectus and the accompanying prospectus shouldinform themselves about and observe any such restrictions. This prospectus supplement, any related free You should not consider any information in this prospectus supplement, the accompanying prospectus orany related free writing prospectus to be investment, legal or tax advice. You should consult your owncounsel, accountant and other advisors for legal, tax, business, financial and related advice regarding thepurchase of the common stock offered under this prospectus. We are not making any representation to you You should read and consider all information contained or incorporated by reference in this prospectussupplement, the accompanying prospectus or any related free writing prospectus and the accompanying Neither we nor the Selling Stockholder have authorized anyone to provide you with information differentfrom