Riot Platforms Inc美股招股说明书(2025-04-24版)

Stockholder (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, affiliates, “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”). SuchShares shall be issued to the Selling Stockholder in reliance upon the exemption from registration affordedby Section4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and are registeringthese Shares pursuant to certain registration rights granted to the Selling Stockholder under the RhodiumAgreement. For information regarding the Selling Stockholder, please see the section entitled “SellingStockholder” on pageS-13 of this prospectus supplement. Shares. 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 providingsupplements, including free writing prospectuses, to this prospectus supplement. We will pay for certaincosts, expenses and fees relating to the registration of the offer and sale of the Shares for resale by theSelling Stockholder pursuant to this prospectus supplement. The Selling Stockholder, however, will payany fees, discounts, concessions or commissions of any underwriters, broker-dealers or agents, and anycertain other expenses incurred in connection with the sale or other disposition of the Shares by the Selling last reported sales price for shares of our common stock was $7.79 per share. decision 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”) that are incorporated by reference into this prospectus supplement. See the sections entitled “WhereYou Can Find More Information” and “Incorporation of Certain Documents By Reference” on PLAN OF DISTRIBUTION 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 second of our common stock. Generally, when we refer to this prospectus, we are referring to both this prospectussupplement and the accompanying prospectus combined. The information in this prospectus supplementsupersedes any inconsistent information included in the accompanying prospectus.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 its 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 authorized or in which the person making such offer or solicitation is not qualified to do so or to anyperson to whom it is unlawful to make such offer or solicitation. any 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 youregarding the legality of an investment in the common stock by you under applicable investment or similarlaws.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 This prospectus supplement, the accompanying prospectus, and the documents incorporated by referenceherein and therein contain “forward-looking statements” within the meaning of the United States PrivateSecurities Litigation Reform Act of 1995. All statements other than statements of historical fact arestatements that could be deemed forward-looking statements, including, but not limited to, statementsconcerning: our plans, strategies and objectives for future opera