What changed in this filing

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Item 9A. Controls and Procedures

2023-03-02 compared with 2022-03-16 · 321 added, 440 removed, 62 unchanged (92% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our

Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer), has evaluated the

effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)

as of the end of the period covered by this Annual Report to ensure that the information required to be disclosed by the Company in the

reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified

in SEC rules and forms, and that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated

and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding

required disclosures.

Based on this evaluation, our management concluded that our disclosure controls and procedures were not effective

at the reasonable assurance level as of December 31, 2021 due to the material weaknesses described below.

Our management excluded from its assessment

of effectiveness of our internal control over financial reporting the internal controls of our two recently acquired significant subsidiaries,

Whinstone, which we acquired as of May 26, 2021, and ESS Metron, which we acquired as of December 1, 2021.

We have included the financial

results of these subsidiaries in the consolidated financial statements from the date of acquisition.

Total assets (excluding goodwill

and intangible assets, net) and total revenues related to Whinstone and ESS Metron that were excluded from our assessment of internal

control over financial reporting collectively represented approximately 20.4% and 13.5% of our consolidated total assets and total revenue

as of and for the year ended December 31, 2021, respectively.

Our management will include the internal controls of Whinstone and

ESS Metron in its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022.

As further discussed below under “Management’s

Report on Internal Control Over Financial Reporting,” management has identified material weaknesses in our information technology

(IT) general controls (collectively, “ITGCs”) and related IT-dependent process level controls and business combination accounting

controls, which are part of our internal control over financial reporting.

We have developed a remediation plan for each weakness, which

is described below under “Remediation.” Further, the report of our independent registered public accounting firm for the fiscal

year ended December 31, 2021, Marcum LLP, regarding its audit of our internal control over financial reporting as of December 31, 2021,

which is included below under the heading “Report of Independent Registered Public Accounting Firm on Internal Control over Financial

Reporting”, expresses an adverse opinion on our internal control over financial reporting as of December 31, 2021.

Management recognizes that any controls and

procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management

necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Based on this evaluation, our management concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of December 31, 2022, due to the material weakness described below.

As further discussed below under “Management’s Report on Internal Control Over Financial Reporting,” management has identified a material weakness in the design of our control pertaining to the proper review of impairment charges associated with our Bitcoin, as further described below, which is a part of our internal control over financial reporting.

We have developed a remediation plan for the weakness, which is described below under “Remediation.” As a result of such material weakness, the report of our independent registered public accounting firm for the fiscal year ended December 31, 2022, Marcum LLP, regarding its audit of our internal control over financial reporting as of December 31, 2022, which is included below under the heading “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting”, expresses an adverse opinion on our internal control over financial reporting as of December 31, 2022.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.

Changes in Internal Control

We periodically review our internal control

over financial reporting as part of our efforts to ensure compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of

In addition, we routinely review our system of internal control over financial reporting to identify potential changes to our processes

and systems that may improve controls and increase efficiency, with the goal of establishing and maintaining an effective internal control

Changes may include such activities as implementing new, more efficient systems, consolidating the activities of business

units, migrating certain processes to our shared services organizations, formalizing policies and procedures, improving segregation of

duties and increasing monitoring controls.

In addition, when we acquire new businesses, we incorporate our controls and procedures into

the acquired business as part of our integration activities.

During the fiscal year ended December 31, 2021, we completed acquisitions

of two significant subsidiaries, Whinstone and ESS Metron, and began the process of integrating these acquired businesses into our own,

including incorporating our system of internal controls and procedures with those of our acquired businesses.

As part of our integration

of these acquired businesses, we are in the process of incorporating our controls and procedures with respect to Whinstone’s and

ESS Metron’s operations, which we expect to complete as of December 31, 2022.

Other than the system and related process changes

associated with these two acquisitions, there have been no changes in our internal control over financial reporting that occurred during

the fiscal year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

Management’s Report on Internal Control over Financial

Management is responsible for establishing

and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting

is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

A material weakness is a deficiency, or combination

of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement

of annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Management utilized the criteria established

in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) to assess the effectiveness of our internal control over financial reporting as of December 31, 2021.

Based on this evaluation,

management identified the following weaknesses in internal control over financial reporting as described below:

Company did not design and/or implement user access controls to ensure appropriate segregation of duties that would adequately restrict

user and privileged access to the financially relevant systems and data to the appropriate Company personnel.

The Company did

not design and implement program change management controls for certain financially relevant systems to ensure that IT program and data

changes affecting the Company’s (i) financial IT applications, (ii) digital currency cold storage wallets and mining equipment,

and (iii) underlying accounting records, are identified, tested, authorized and implemented appropriately to validate that data produced

by its relevant IT system(s) were complete and accurate.

Automated process-level controls and manual controls that are dependent upon

the information derived from such financially relevant systems were also determined to be ineffective as a result of such deficiency.

The Company did

not properly design or implement controls to ensure that data received from third parties is complete and accurate.

Such data is relied

on by the Company in determining amounts pertaining to revenue – mining and cryptocurrency assets held is complete and accurate.

Automated process-level controls and manual controls that are dependent upon the information derived from such financially relevant systems

were also determined to be ineffective as a result of such deficiency.

The Company did

not properly design and implement controls to ensure that certain inputs and assumptions utilized in the valuation of intangible assets

identified in its accounting for business combinations were reasonable in the circumstances.

Such deficiency also resulted in material

adjustments required to the Company’s provision for income taxes.

These material weaknesses create a reasonable

possibility that a material misstatement to our consolidated financial statements or disclosures would not be prevented or detected on

a timely basis.

Our independent registered public accounting

firm, Marcum LLP, has issued an audit report on management’s assessment of internal control over financial reporting as of December

The report of Marcum LLP, which expresses an adverse opinion on the Company’s internal control over financial reporting

as of December 31, 2021, is included below under the heading “Report of Independent Registered Public Accounting Firm

on Internal Control over Financial Reporting”.

Our Board of Directors and management take

internal control over financial reporting and the integrity of our financial statements seriously.

Management continues to work to improve

its controls related to our material weaknesses, specifically relating to user access and change management surrounding the Company’s

IT systems and applications.

Management will continue to implement measures to remediate material weaknesses, such that these controls

are designed, implemented, and operating effectively.

The remediation actions include:

(i) enhancing design and documentation related

to both user access and change management processes and control activities (ii) developing and communicating additional policies and procedures

to govern the area of IT change management (iii) develop robust processes to validate all data that is received from third-parties and

relied upon to generate financial statements.

In order to achieve the timely implementation of the above, Management has commenced the

following actions and will continue to assess additional opportunities for remediation on an ongoing basis.

Engaging a third-party specialist

to assist Management with improving the Company’s overall control environment, focusing on change management, access, and financial

reporting controls

Implementing new applications and

systems that are aligned with Management’s focus on creating strong internal controls, as well as complete and accurate financial

Implementing more robust policies

and procedures, relating to third-party data as well as the inputs and assumptions utilized in estimates, including in business combination

valuations and assessments, to ensure the reliability of controls and financial reporting

Continuing to increase headcount

across the Company, with a particular focus on hiring individuals with strong SOX and internal control backgrounds.

However, the material weaknesses in our internal

control over financial reporting will not be considered remediated until other ITGCs and process-level controls operate for a sufficient

period of time and can be tested and concluded by management to be designed and operating effectively.

We cannot provide any assurance

that these remediation efforts will be successful or that our internal control over financial reporting will be effective as a result

of these efforts.

In addition, we continue to evaluate and work to improve our internal control over financial reporting related to the

identified material weaknesses, management may determine to take additional measures to address control deficiencies or determine to modify

the remediation plan described above.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

We periodically review our internal control over financial reporting as part of our efforts to ensure compliance with the requirements of Section 404 of the Sarbanes-Oxley Act.

In addition, we routinely review our system of internal control over financial reporting to identify potential changes to our processes and systems that may improve controls and increase efficiency, with the goal of establishing and maintaining an effective internal control environment.

Changes may include such activities as implementing new, more efficient systems, consolidating the activities of business units, migrating certain processes to our shared services organizations, formalizing policies and procedures, improving segregation of duties and increasing monitoring controls.

Other than the changes described above, there have been no changes in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Management utilized the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to assess the effectiveness of our internal control over financial reporting as of December 31, 2022.

Based on this evaluation, management identified the following weakness in internal control over financial reporting as described below:

1) The Company’s control pertaining to the review of its Bitcoin for potential impairment charges was not designed properly.

Such control weakness resulted in the Company calculating impairment on a daily basis using a spot price at a standard cutoff time that was not in compliance with the ASC 350-30-35-19 requirement to recognize impairment whenever carrying value exceeds fair value, which effectively calls for the intraday low price to be utilized in calculating impairment.

This material weakness creates a reasonable possibility that a material misstatement to our consolidated financial statements or disclosures would not be prevented or detected on a timely basis.

Our independent registered public accounting firm, Marcum LLP, has issued an audit report on management’s assessment of internal control over financial reporting as of December 31, 2022.

The report of Marcum LLP, which expresses an adverse opinion on the Company’s internal control over financial reporting as of December 31, 2022, is included below under the heading “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting”.

Our Board of Directors and management take internal control over financial reporting and the integrity of our financial statements seriously.

During the year ended December 31, 2022, the Company completed the process of designing and implementing effective compensating controls that ultimately alleviated the severity of our previously identified material weaknesses in our information technology (IT) environment and related IT-dependent process level controls.

Management continues to work to improve its controls related to the material weakness described above.

Management will continue to implement measures to remediate the material weakness, such that these controls are designed, implemented, and operating effectively.

In order to achieve the timely implementation of the above, Management has commenced the following actions and will continue to assess additional opportunities for remediation on an ongoing basis.

● Engaging a third-party specialist to assist Management with improving the Company’s overall control environment, focusing on financial reporting controls

● Implementing new applications and systems that are aligned with Management’s focus on creating strong internal controls, as well as complete and accurate financial statements

● Continuing to increase headcount across the Company, with a particular focus on hiring individuals with strong SOX and internal control backgrounds.

However, the material weakness in our internal control over financial reporting will not be considered remediated until other process-level controls operate for a sufficient period of time and can be tested and concluded by management to be designed and operating effectively.

We cannot provide any assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts.

In addition, we continue to evaluate and work to improve our internal control over financial reporting related to the identified material weakness, and Management may determine to take additional measures to address control deficiencies or determine to modify the remediation plan described above.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Stockholders and Board of Directors of

Riot Blockchain, Inc.

Riot Platforms, Inc.

Adverse Opinion on Internal Control over Financial Reporting

We have audited the Riot Blockchain Inc.

Subsidiaries (the "Company") internal control over financial reporting as of December 31, 2021, based on criteria established

in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

opinion, because of the effect of the material weaknesses described in the following paragraph on the achievement of the objectives of

the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2021, based

on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

A material weakness is a control deficiency,

or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following

material weaknesses have been identified and included in “Management’s Annual Report on Internal Control Over Financial Reporting”:

1) The Company did not design and/or implement

user access controls to ensure appropriate segregation of duties that would adequately restrict user and privileged access to the financially

relevant systems and data to the appropriate Company personnel.

2) The Company did not design and implement

program change management controls for certain financially relevant systems to ensure that IT program and data changes affecting the Company’s

(i) financial IT applications, (ii) digital currency cold storage wallets and mining equipment, and (iii) underlying accounting records,

are identified, tested, authorized and implemented appropriately to validate that data produced by its relevant IT system(s) were complete

and accurate.

Automated process-level controls and manual controls that are dependent upon the information derived from such financially

relevant systems were also determined to be ineffective as a result of such deficiency.

3) The Company did not properly design or implement

controls to ensure that data received from third parties is complete and accurate.

Such data is relied on by the Company in determining

amounts pertaining to revenue-cryptocurrency mining and cryptocurrency assets held is complete and accurate.

Automated process-level controls

and manual controls that are dependent upon the information derived from such financially relevant systems were also determined to be

ineffective as a result of such deficiency.

4) The Company did not properly design and

implement controls to ensure that certain inputs and assumptions utilized in valuation of intangibles assets identified in its accounting

for business combinations were reasonable in the circumstances.

Such deficiency also resulted in material adjustments required to the

Company’s provision for income taxes.

These material weaknesses were considered in

determining the nature, timing and extent of audit tests applied in our audit of the fiscal 2021 consolidated financial statements, and

this report does not affect our report dated March 16, 2022 on those financial statements.

We have also audited, in accordance with the

standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets as of

December 31, 2021 and 2020 and the related consolidated statements of operations, stockholders’ equity, and cash flows for each

of the three years in the period ended December 31, 2021, and the related notes, of the Company and our report dated March 16, 2022 expressed

an unqualified opinion on those financial statements.

We have audited the Riot Platforms, Inc.

and Subsidiaries’ (the "Company") internal control over financial reporting as of December 31, 2022 , based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, because of the effect of the material weakness described in the following paragraph on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in “ Management's Annual Report on Internal Control Over Financial Reporting”:

● The Company’s control pertaining to the review of its Bitcoin for potential impairment charges was not designed properly.

The material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the fiscal 2022 consolidated financial statements, and this report does not affect our report dated March 2, 2023 on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets as of December 31, 2022 and 2021 and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes, of the Company and our report dated March 2, 2023 expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible

for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over

financial reporting, included in the accompanying "Management Annual Report on Internal Control Over Financial Reporting".

responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the

The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying "Management’s Annual Report on Internal Control Over Financial Reporting".

Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective

internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting

included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,

and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included

performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis

for our opinion.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is

a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting

includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts

and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s

assets that could have a material effect on the financial statements.

Because of the inherent limitations, internal control over financial

reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject

to the risk that controls may become inadequate because of changes in conditions, or that degree of compliance with the policies or procedures

may deteriorate.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance

with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that degree of compliance with the policies or procedures may deteriorate.

/s/ Marcum LLP

2 unchanged sentences

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information required to be disclosed by this

Item is incorporated into this Annual Report on Form 10-K by reference from the section entitled “Directors, Named Executive Officers

and Corporate Governance” contained in our definitive proxy statement for our 2022 annual meeting of stockholders, which we intend

to file within 120 days of the end of our fiscal year ended December 31, 2021.

The information required by this Item 10 is included in our definitive proxy statement for our 2023 annual meeting of stockholders (our “2023 Proxy Statement”), which is expected to be filed within 120 days after the end of our fiscal year ended December 31, 2022.

a) Identification of Directors:

The information required by this Item with respect to our directors is incorporated herein by reference to the discussion under the headings “Proposal No.

Election of Directors—Information Regarding Directors” in our 2023 Proxy Statement.

b) Identification of Executive Officers:

Certain information regarding our executive officers is included in Part I of this Annual Report under the heading “Information about our Executive Officers” in accordance with General Instruction G(3) of Form 10-K.

c) Audit Committee Information;

Financial Expert:

The information required by this Item with respect to the Audit Committee of our Board of Directors and “audit committee financial experts” is incorporated herein by reference to the discussion under the heading “Committees of the Board of Directors—Audit Committee” in our 2023 Proxy Statement.

d) Delinquent Section 16(a) Reports:

Information related to compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the discussion under the heading “Delinquent Section 16(a) Beneficial Ownership Reports” in our 2023 Proxy Statement.

e) Code of Ethics:

All of our directors and employees, including our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and other senior accounting and financial officers, are required to abide by our Code of Ethics and Business Conduct.

Our Code of Ethics and Business Conduct is filed as an exhibit to this Annual Report and is posted on our website at https://www.riotplatforms.com/investors/corporate-governance/governance-documents.

We intend to disclose on the Code of Conduct section of our website at https://www.riotplatforms.com/investors/corporate-governance/governance-documents any amendment to, or waiver from, our Code of Ethics and Business Conduct that is required to be disclosed to stockholders, within four business days following such amendment or waiver.

The information required by this Item with respect to codes of ethics is incorporated herein by reference to the discussion under the heading “Corporate Governance—Corporate Governance Guidelines, Code of Ethics and Business Conduct, and Committee Charters” in our 2023 Proxy Statement.

f) Policy for Nominees:

The information required under Item 407(c)(3) of Regulation S-K is incorporated herein by reference to the discussion under the heading “General Information—When are stockholder proposals due for next year’s annual general meeting?” in our 2023 Proxy Statement concerning procedures by which shareholders may recommend nominees to our Board of Directors.

No material changes to those procedures have occurred since the disclosure regarding those procedures in our Proxy Statement for our 2022 annual meeting of stockholders.

EXECUTIVE COMPENSATION

Information required to be disclosed by this

Item is incorporated into this Annual Report on Form 10-K by reference from the section entitled “Executive Compensation”

contained in our definitive proxy statement for our 2022 annual meeting of stockholders, which we intend to file within 120 days of the

end of our fiscal year ended December 31, 2021.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS.

Except as set forth below regarding securities

authorized under our equity compensation plans, the information required to be disclosed by this Item relating to security ownership of

certain beneficial owners and management is incorporated herein by reference to the sections titled “Share Ownership” contained

in our definitive proxy statement for our 2022 annual meeting of stockholders, which we intend to file within 120 days of the end of our

fiscal year ended December 31, 2021.

Securities Authorized under Equity Compensation Plans Information

The Company currently has one equity compensation plan, The Riot

Blockchain, Inc.

2019 Equity Incentive Plan, as amended (the “2019 Plan”).

On October 19, 2021, the Company’s shareholders

approved the second amendment to its 2019 Equity Plan, which increased the number of shares of the Company’s common stock reserved

for issuance by 4,400,000 shares.

The Company currently provides stock-based compensation to employees, directors and consultants, under

the 2019 Plan, as approved by the Company’s shareholders on October 23, 2019, and on November 12, 2020 with respect to the first

amendment to the 2019 Plan and on October 19, 2021 with respect to the second amendment to the 2019 Plan.

The Company’s previous

2017 Stock Incentive Plan, as amended (the “2017 Plan”), was replaced by the 2019 Plan, with the 2017 Plan continuing to govern

the then outstanding grants and awards for 12,000 options and 114,103 shares of restricted common stock.

No additional grants can be made

under the 2017 Plan.

The Company has reserved 3,554,111 common shares for issuance under the 2019 Plan.

The following table provides information as of December 31, 2021,

about the shares of common stock that may be issued upon the vesting of performance and non-performance based restricted common stock

under the 2019 Plan:

Number of securities to be issued

upon exercise of outstanding

options and restricted common

Weighted average exercise price of

outstanding options

Number of securities remaining

available for future issuance

Equity compensation plans approved by security

The information required by this Item 11 will be provided in the section entitled “Executive Compensation” in our 2023 Proxy Statement and, pursuant to General Instruction G(3) to Form 10-K, is hereby incorporated by reference in this section .

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Except as set forth below regarding securities authorized under our equity compensation plans, the information required to be disclosed by this Item is incorporated into this Annual Report by reference from the section entitled “Security Ownership of Certain Beneficial Owners and Management” contained in our definitive proxy statement for our 2023 annual meeting of stockholders.

Securities Authorized for Issuance Under Equity Compensation Plans

In October 2019, the Company’s stockholders approved the 2019 Equity Incentive Plan (“2019 Equity Plan”).

The 2019 Equity Plan authorizes the granting of stock-based compensation awards to directors, employees, and consultants in the form of RSAs or

stock options that settled in shares of the Company’s common stock upon vesting.

3.6 million shares of common stock were initially reserved for issuance, under the 2019 Equity Plan.

In November 2020, the Company’s stockholders approved the First Amendment to the 2019 Equity Plan, which increased the shares of common stock reserved for issuance by 3.5 million shares.

In October 2021, the Company’s stockholders approved the Second Amendment to the 2019 Equity Plan, which increased the shares of common stock reserved for issuance by 4.4 million shares.

In July 2022, the Company’s stockholders approved the Third Amendment to the 2019 Equity Plan, which increased the shares of common stock reserved for issuance by 10.0 million shares.

As of December 31, 2022, the Company had 2,895,000 shares of common stock reserved for issuance under the 2019 Equity Plan.

The following table provides information as of December 31, 2022, about the shares of common stock that may be issued upon the vesting of performance and non-performance based restricted common stock under the 2019 Plan:

securities to be

upon exercise of

average exercise

available for

Plan Category

future issuance

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE.

Information required to be disclosed by this

Item is incorporated into this Annual Report on Form 10-K by reference from the section entitled “Certain Relationships and Related

Transactions, and Director Independence” contained in our definitive proxy statement for our 2022 annual meeting of stockholders,

which we intend to file within 120 days of the end of our fiscal year ended December 31, 2021.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this Item 13 will be provided in the section entitled “Certain Relationships and Related-Party Transactions” in our 2023 Proxy Statement and, pursuant to General instruction G(3) to Form 10-K, is hereby incorporated by reference in this section.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required to be disclosed by this

Item is incorporated into this Annual Report on Form 10-K by reference from the section entitled “Principal Accountant Fees and

Services” contained in our definitive proxy statement for our 2022 annual meeting of stockholders, which we intend to file within

120 days of the end of our fiscal year ended December 31, 2021.

EXHIBITS, FINANCIAL STATEMENT

have filed the following documents as part of this Annual Report on Form 10-K for the fiscal year ended December 31, 2021:

The information required by this Item 14 will be provided in the section entitled “Fees to Independent Auditors” in our 2023 Proxy Statement and, pursuant to General Instruction G(3) to Form 10-K, is hereby incorporated by reference in this section .

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

We have filed the following documents as part of this Annual Report:

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB 00 688 );

Los Angeles, CA

Consolidated Balance Sheets at December 31, 2021 and 2020

Consolidated Statements of Operations for the years ended December 31, 2021, 2020

Consolidated Statements of Stockholders’ Equity for the years ended December

31, 2021, 2020 and 2019

Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020

Marcum LLP , Los Angeles, CA

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2022, 2021 and 2020

Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020

Notes to Consolidated Financial Statements

Financial Statement Schedules

All financial statement schedules have been omitted because

they are not applicable, not required, or the information has been otherwise supplied in the consolidated financial statements or notes

to consolidated financial statements.

All schedules are omitted because they are not applicable, not required, or the information has been otherwise included in the consolidated financial statements or notes to consolidated financial statements.

Index of Exhibits

Plan of acquisition, reorganization, arrangement, liquidation, or succession.

Plan of Merger, dated effective as of December 30, 2022, by and between Riot Blockchain, Inc.

and Riot Platforms, Inc.

Exhibit 2.1 of the Current Report on Form 8-K filed January 3, 2023.

Certificate of Incorporation and Bylaws.

of Incorporation filed September 20, 2017 (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed September

of Merger between Bioptix, Inc., and Riot Blockchain, Inc.

(Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K

filed October 4, 2017).

effective September 20, 2017 (Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed September 25, 2017).

to Bylaws effective March 9, 2018 (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed March 12, 2018).

Instruments Defining the Rights of Security Holders, Including

of Designations, Preferences and Rights of the 0% Series B Convertible Preferred Stock of the Company (Incorporated by reference to Exhibit

3.1 of the Current Report on Form 8-K filed November 3, 2017).

to Certificate of Designation of 0% Series B Convertible Preferred Stock of the Company (Incorporated by reference to Exhibit 3.1 of the

Current Report on Form 8-K filed December 21, 2017)

Equity Incentive Plan, as amended (Incorporated by reference to Appendix E to the Definitive Proxy Statement on Schedule DEF14A filed

July 10, 2017, as amended incorporated by reference to the Definitive Proxy Statement on Schedule DEF14A filed March 26, 2018 and Schedule

DEFA14A filed April 2, 2018).

Blockchain, Inc.

2019 Equity Incentive Plan (Incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule DEF14A

filed September 20, 2019.

Articles of Incorporation filed September 20, 2017.

Exhibit 3.1 of the Current Report on Form 8-K filed September 25, 2017.

Articles of Merger between Bioptix, Inc., and Riot Blockchain, Inc.

Exhibit 3.1 of the Current Report on Form 8-K filed October 4, 2017.

Bylaws effective September 20, 2017.

Exhibit 3.2 of the Current Report on Form 8-K filed September 25, 2017.

Amendment to Bylaws effective March 9, 2018.

Exhibit 3.1 of the Current Report on Form 8-K filed March 12, 2018.

Amendment to the Articles of Incorporation of Riot Blockchain, Inc.

dated November 21, 2022.

Exhibit 3.1 of the Current Report on Form 8-K filed November 23, 2022.

Articles of Merger between Riot Blockchain, Inc.

and Riot Platforms, Inc.

Exhibit 3.1 of the Current Report on Form 8-K filed January 3, 2023.

Instruments Defining the Rights of Security Holders, Including Indentures.

Certificate of Designations, Preferences and Rights of the 0% Series B Convertible Preferred Stock of the Company.

Exhibit 3.1 of the Current Report on Form 8-K filed November 3, 2017.

Amendment to Certificate of Designation of 0% Series B Convertible Preferred Stock of the Company.

Exhibit 3.1 of the Current Report on Form 8-K filed December 21, 2017.

2017 Equity Incentive Plan, as amended.

Appendix E to the Definitive Proxy Statement on Schedule DEF14A filed July 10, 2017, as amended ;

Definitive Proxy Statement on Schedule DEF14A filed March 26, 2018 ;

and Schedule DEFA14A filed April 2, 2018 .

Riot Blockchain, Inc.

2019 Equity Incentive Plan.

Appendix A to the Definitive Proxy Statement on Schedule DEF14A filed September 20, 2019.

Amendment No.

1 to the Riot Blockchain, Inc.

2019 Equity Incentive Plan (Incorporated by reference to Appendix A to the Definitive Proxy Statement

on Schedule DEF 14A filed October 14, 2020).

2019 Equity Incentive Plan.

Appendix A to the Definitive Proxy Statement on Schedule DEF 14A filed October 14, 2020.

Amendment No.

2 to the Riot Blockchain, Inc.

2019 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 of the Current Report on Form

8-K filed October 22, 2021).

of Time-Based Restricted Stock Unit Award Agreement under the Riot Blockchain, Inc.

2019 Equity Incentive Plan (Incorporated by reference

to Exhibit 4.7 of the Registration Statement on Form S-8 filed on November 15, 2021).

of Performance-Based Restricted Stock Unit Award Agreement under the Riot Blockchain, Inc.

2019 Equity Incentive Plan (Incorporated by

reference to Exhibit 10.1 of the Current Report on Form 8-K filed August 16, 2021).

of Senior Secured Convertible Promissory Note dated as of January 28, 2019 (Incorporated by reference to Exhibit 4.1 of the Current Report

on Form 8-K filed February 1, 2019).

of Common Stock Purchase Warrant Agreement dated as of January 28, 2019 (Incorporated by reference to Exhibit 4.2 of the Current Report

on Form 8-K filed February 1, 2019).

of Registration Rights Agreement dated as of January 28, 2019 (Incorporated by reference to Exhibit 10.03 of the Current Report on Form

8-K filed on February 1, 2019).

of Escrow Deposit Agreement (Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed February 16, 2018).

Agreement dated as of May 26, 2021, by and between Riot Blockchain, Inc.

and Northern Data AG (Incorporated by reference to Exhibit 10.1

to the Current Report on Form 8-K filed May 26, 2021).

2019 Equity Incentive Plan.

Exhibit 10.1 of the Current Report on Form 8-K filed October 22, 2021.

Amendment No.

3 to the Riot Blockchain, Inc.

2019 Equity Incentive Plan.

Exhibit 10.1 of the Current Report on Form 8-K filed August 2, 2022.

Riot Blockchain, Inc.

2019 Equity Incentive Plan, as amended.

Exhibit 10.2 of the Current Report on Form 8-K filed August 2, 2022.

Form of Time-Based Restricted Stock Unit Award Agreement under the Riot Blockchain, Inc.

2019 Equity Incentive Plan.

Exhibit 4.7 of the Registration Statement on Form S-8 filed on November 15, 2021.

Form of Performance-Based Restricted Stock Unit Award Agreement under the Riot Blockchain, Inc.

2019 Equity Incentive Plan

Exhibit 10.1 of the Current Report on Form 8-K filed August 16, 2021.

Form of Service-Based Restricted Stock Award Agreement.

Exhibit 10.1 of the Current Report on Form 8-K filed October 3, 2022.

Form of Performance-Based Restricted Stock Award Agreement.

Exhibit 10.2 of the Current Report on Form 8-K filed October 3, 2022.

Form of Senior Secured Convertible Promissory Note dated as of January 28, 2019

Exhibit 4.1 of the Current Report on Form 8-K filed February 1, 2019.

Form of Common Stock Purchase Warrant Agreement dated as of January 28, 2019

Exhibit 4.2 of the Current Report on Form 8-K filed February 1, 2019.

Form of Registration Rights Agreement dated as of January 28, 2019.

Exhibit 10.03 of the Current Report on Form 8-K filed on February 1, 2019.

Form of Escrow Deposit Agreement.

Exhibit 10.2 of the Current Report on Form 8-K filed February 16, 2018.

Shareholder Agreement dated as of May 26, 2021, by and between Riot Blockchain, Inc.

and Northern Data AG.

Exhibit 10.1 to the Current Report on Form 8-K filed May 26, 2021.

Description of Securities

Filed herewith.

Material Contracts.

Agreement dated as of February 27, 2018 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed February 28,

Amendment to Lease Agreement, dated March 26, 2018 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed

March 27, 2018).

Amendment to Lease, dated November 29, 2018 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed December

Amendment to Lease, dated as of January 8, 2020 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed January

Amendment to Lease, dated effective as of April 10, 2020 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K

filed April 20, 2020).

Co-Location Mining Services Agreement by and between Riot Blockchain, Inc.

and Coinmint, LLC, dated effective as of April 8, 2020 (Incorporated

by reference to Exhibit 10.1 of the Current Report on Form 8-K filed April 14, 2020).†

McGonegal Executive Employment Agreement dated as of February 6, 2019 (Incorporated by reference to Exhibit 10.1 of the Current Report

on Form 8-K filed February 11, 2019).

and Restated McGonegal Executive Employment Agreement by and between Riot Blockchain, Inc., and Jeffrey McGonegal, dated as of February

7, 2020 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed February 11, 2020).

Amendment to the Amended and Restated McGonegal Employment Agreement by and between Riot Blockchain, Inc.

and Jeffrey McGonegal, dated

as of February 8, 2021 (Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed February 10, 2021).

Amendment to the Amended and Restated McGonegal Employment Agreement by and between Riot Blockchain, Inc.

and Jeffrey McGonegal, dated

as of February 7, 2022 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed February 8, 2022).

Employment Agreement by and between Riot Blockchain, Inc.

and Jason Les, dated as of February 8, 2021 (Incorporated by reference to Exhibit

10.1 of the Current Report on Form 8-K filed February 10, 2021).

Employment Agreement by and between Riot Blockchain, Inc.

and Megan Brooks, dated as of April 6, 2021 (Incorporated by reference to Exhibit

10.2 to the Current Report on Form 8-K filed on April 7, 2021).

Lease Agreement dated as of February 27, 2018.

Exhibit 10.1 of the Current Report on Form 8-K filed February 28, 2018.

First Amendment to Lease Agreement, dated March 26, 2018.

Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed March 27, 2018.

Second Amendment to Lease, dated November 29, 2018.

Exhibit 10.1 of the Current Report on Form 8-K filed December 6, 2018.

Third Amendment to Lease, dated as of January 8, 2020.

Exhibit 10.1 of the Current Report on Form 8-K filed January 13, 2020.

Fourth Amendment to Lease, dated effective as of April 10, 2020.

Exhibit 10.1 of the Current Report on Form 8-K filed April 20, 2020.

Coinmint Co-Location Mining Services Agreement by and between Riot Blockchain, Inc.

and Coinmint, LLC, dated effective as of April 8, 2020.

Exhibit 10.1 of the Current Report on Form 8-K filed April 14, 2020.

McGonegal Executive Employment Agreement dated as of February 6, 2019.

Exhibit 10.1 of the Current Report on Form 8-K filed February 11, 2019.

Amended and Restated McGonegal Executive Employment Agreement by and between Riot Blockchain, Inc., and Jeffrey McGonegal, dated as of February 7, 2020.

Exhibit 10.1 of the Current Report on Form 8-K filed February 11, 2020.

First Amendment to the Amended and Restated McGonegal Employment Agreement by and between Riot Blockchain, Inc.

and Jeffrey McGonegal, dated as of February 8, 2021.

Exhibit 10.2 of the Current Report on Form 8-K filed February 10, 2021.

Second Amendment to the Amended and Restated McGonegal Employment Agreement by and between Riot Blockchain, Inc.

and Jeffrey McGonegal, dated as of February 7, 2022.

Exhibit 10.1 of the Current Report on Form 8-K, filed February 8, 2022.

Executive Employment Agreement by and between Riot Blockchain, Inc.

and Jason Les, dated as of February 8, 2021.

Exhibit 10.1 of the Current Report on Form 8-K filed February 10, 2021.

Executive Employment Agreement by and between Riot Blockchain, Inc.

and Megan Brooks, dated as of April 6, 2021.

Exhibit 10.2 to the Current Report on Form 8-K filed on April 7, 2021.

Amendment No.

1 to the Executive Employment Agreement by and between Riot Blockchain, Inc.

and Megan Brooks, dated as of November 5, 2021 (Incorporated

by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on November 8, 2021).

Employment Agreement by and between Riot Blockchain, Inc.

and Soo il Benjamin Yi, dated as of May 24, 2021 (Incorporated by reference

to Exhibit 10.1 to the Current Report on Form 8-K filed May 24, 2021).

Agreement by and between the Company and goNumerical, Ltd.

(Coinsquare) dated as of September 29, 2017 (Incorporated by reference to Exhibit

10.1 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed November 13, 2017).

Purchase Agreement by and between the Company and Prive Technologies, LLC dated as of February 15, 2018 (Incorporated by reference to

and Megan Brooks, dated as of November 5, 2021.

Exhibit 10.2 to the Current Report on Form 8-K filed on November 8, 2021.

Separation and Release Agreement, executed on March 21, 2022, between Riot Blockchain, Inc.

and Megan Brooks-Anderson.

Exhibit 10.1 to the Current Report on Form 8-K filed March 23, 2022.

Executive Employment Agreement by and between Riot Blockchain, Inc.

and Soo il Benjamin Yi, dated as of May 24, 2021.

Exhibit 10.1 to the Current Report on Form 8-K filed May 24, 2021.

Form of Executive Employment Agreement.

Exhibit 10.3 to the Current Report on Form 8-K filed October 3, 2022.

Subscription Agreement by and between the Company and goNumerical, Ltd.

(Coinsquare) dated as of September 29, 2017.

Exhibit 10.1 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed November 13, 2017.

Asset Purchase Agreement by and between the Company and Prive Technologies, LLC dated as of February 15, 2018.

Exhibit 10.1 of the Current Report on Form 8-K filed February 16, 2018.

and Purchase Agreement by and between Bitmaintech PTE.

and Riot Blockchain, Inc., dated as of December 2, 2019 (Incorporated by reference

to Exhibit 10.01 of the Current Report on Form 8-K filed on December 4, 2019).

and Purchase Agreement by and between Bitmaintech PTE, Ltd.

Sale and Purchase Agreement by and between Bitmaintech PTE.

and Riot Blockchain, Inc., dated as of December 2, 2019.

Exhibit 10.01 of the Current Report on Form 8-K filed on December 4, 2019.

Sale and Purchase Agreement by and between Bitmaintech PTE, Ltd.

and Riot Blockchain, Inc.

dated as of April 28, 2020 (Incorporated by reference

to Exhibit 10.1 of the Current Report on Form 8-K filed May 5, 2020).†

and Purchase Agreement by and between Bitmaintech PTE, Ltd and Riot Blockchain, Inc., dated as of May 6, 2020 (Incorporated by reference

to Exhibit 10.1 of the Current Report on Form 8-K filed May 12, 2020).†

and Purchase Agreement by and between Bitmaintech PTE, Ltd and Riot Blockchain, Inc., dated as of June 1, 2020 (Incorporated by reference

to Exhibit 10.1 of the Current Report on Form 8-K filed June 5, 2020).†

and Purchase Agreement by and between Bitmaintech PTE, Ltd and Riot Blockchain, Inc.

dated as of August 12, 2020 (Incorporated by reference

to Exhibit 10.1 of the Current Report on Form 8-K filed August 18, 2020).†

dated as of April 28, 2020.

Exhibit 10.1 of the Current Report on Form 8-K filed May 5, 2020.

Sale and Purchase Agreement by and between Bitmaintech PTE, Ltd and Riot Blockchain, Inc., dated as of May 6, 2020.

Exhibit 10.1 of the Current Report on Form 8-K filed May 12, 2020.

Sale and Purchase Agreement by and between Bitmaintech PTE, Ltd and Riot Blockchain, Inc.

Exhibit 10.1 of the Current Report on Form 8-K filed June 5, 2020.

Sale and Purchase Agreement by and between Bitmaintech PTE, Ltd and Riot Blockchain, Inc.

dated as of August 12, 2020.

Exhibit 10.1 of the Current Report on Form 8-K filed August 18, 2020.

Amendment No.

1 to Sale and Purchase Agreement by and between Bitmaintech PTE, Ltd and Riot Blockchain, Inc.

dated as of August 25, 2020 (Incorporated

by reference to Exhibit 10.2 of the Current Report on Form 8-K filed August 27, 2020).†

and Purchase Agreement by and between Bitmaintech PTE, Ltd and Riot Blockchain, Inc.

dated as of August 24, 2020 (Incorporated by reference

to Exhibit 10.1 of the Current Report on Form 8-K filed August 27, 2020).†

and Purchase Agreement by and between Bitmaintech PTE, Ltd and Riot Blockchain, Inc.

dated as of September 30, 2020 (Incorporated by reference

to Exhibit 10.1 of the Current Report on Form 8-K filed October 7, 2020).†

and Purchase Agreement by and between Riot Blockchain, Inc.

and Bitmain Technologies Limited, dated as of December 18, 2020, for the acquisition

of 3,000 S19 Pro (110 TH/s) Miners (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed December 22, 2020).†

and Purchase Agreement by and between Riot Blockchain, Inc.

and Bitmain Technologies Limited, dated as of December 18, 2020, for the acquisition

of 12,000 S19j Pro (100 TH/s) Miners (Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed December 22, 2020).†

and Purchase Agreement by and between Riot Blockchain, Inc.

and Bitmain Technologies Limited, dated as of March 11, 2021, for the acquisition

of 1,500 S19j Pro (90 TH/s) Miners (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed March 17, 2021).†

Sales and Purchase Agreement by and between Riot Blockchain, Inc.

and Bitmain Technologies Limited, dated as of April 5, 2021 (Incorporated

by reference to Exhibit 10.1 of the Current Report on Form 8-K filed April 7, 2021).†

Price Sales and Purchase Agreement by and between Riot Blockchain, Inc.

dated as of August 25, 2020.

Exhibit 10.2 of the Current Report on Form 8-K filed August 27, 2020.

Sale and Purchase Agreement by and between Bitmaintech PTE, Ltd and Riot Blockchain, Inc.

dated as of August 24, 2020.

Exhibit 10.1 of the Current Report on Form 8-K filed August 27, 2020.

Sale and Purchase Agreement by and between Bitmaintech PTE, Ltd and Riot Blockchain, Inc.

dated as of September 30, 2020.

Exhibit 10.1 of the Current Report on Form 8-K filed October 7, 2020.

Sale and Purchase Agreement by and between Riot Blockchain, Inc.

and Bitmain Technologies Limited, dated as of December 18, 2020, for the acquisition of 3,000 S19 Pro (110 TH/s) Miners.

Exhibit 10.1 of the Current Report on Form 8-K filed December 22, 2020.

Sale and Purchase Agreement by and between Riot Blockchain, Inc.

and Bitmain Technologies Limited, dated as of December 18, 2020, for the acquisition of 12,000 S19j Pro (100 TH/s) Miners.

Exhibit 10.2 of the Current Report on Form 8-K filed December 22, 2020.

Sale and Purchase Agreement by and between Riot Blockchain, Inc.

and Bitmain Technologies Limited, dated as of March 11, 2021, for the acquisition of 1,500 S19j Pro (90 TH/s) Miners.

Exhibit 10.1 of the Current Report on Form 8-K filed March 17, 2021.

Future Sales and Purchase Agreement by and between Riot Blockchain, Inc.

and Bitmain Technologies Limited, dated as of April 5, 2021.

Exhibit 10.1 of the Current Report on Form 8-K filed April 7, 2021.

Non-Fixed Price Sales and Purchase Agreement by and between Riot Blockchain, Inc.

and Bitmain Technologies Limited, dated as of October 29, 2021.

(Incorporated by reference to Exhibit 10.1 to the Current Report filed on November 8, 2021).†

Price Sales and Purchase Agreement by and between Riot Blockchain, Inc.

Exhibit 10.1 to the Current Report filed on November 8, 2021.

Non-Fixed Price Sales and Purchase Agreement by and between Riot Blockchain, Inc.

and Bitmain Technologies Limited, dated as of December 24, 2021.

(Incorporated by reference to Exhibit 10.1 to the Current Report filed on January 3, 2022).†

License Agreement between the Company and The Washington University, dated May 1, 2004, as amended (Incorporated by reference to Exhibit

10.1 of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed August 5, 2010).

of Securities Purchase Agreement dated as of January 28, 2019 (Incorporated by reference to Exhibit 10.01 of the Current Report on Form

8-K filed on February 1, 2019).

of Security Agreement dated as of January 28, 2019 (Incorporated by reference to Exhibit 10.02 of the Current Report on Form 8-K filed

on February 1, 2019).

the Market Offering Agreement by and between Riot Blockchain, Inc.

Wainwright & Co., LLC, dated May 24, 2019 (Incorporated

by reference to Exhibit 1.01 of the Current Report on Form 8-K filed on May 24, 2019).

Amendment to the At The Market Offering Agreement, dated as of October 6, 2020, with H.C.

Wainwright & Co., LLC (Incorporated by reference

to Exhibit 1.3 of the Registration Statement on Form S-3 filed on December 4, 2020).

Amendment to the At The Market Offering Agreement, dated as of December 24, 2020, with H.C.

Wainwright & Co., LLC (Incorporated by

reference to Exhibit 1.1 of the Registration Statement on Form S-3 filed on December 4, 2020).

Agreement, dated as of August 31, 2021, by and among Riot Blockchain, Inc., Cantor Fitzgerald & Co., B.

Riley FBR, Inc., BTIG, LLC,

Compass Point Research & Trading, LLC, and Roth Capital Partners, LLC (Incorporated by reference to Exhibit 1.2 to the Form S-3ASR

filed August 31, 2021).

Purchase Agreement dated as of April 8, 2021, by and among Riot Blockchain, Inc., Whinstone US, Inc., and Northern Data AG

(Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on April 9, 2021).

Purchase Agreement, dated as of June 4, 2021, by and between Riot Blockchain, Inc.

Exhibit 10.1 to the Current Report filed on January 3, 2022.

Exclusive License Agreement between the Company and The Washington University, dated May 1, 2004, as amended.

Exhibit 10.1 of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed August 5, 2010.

Form of Securities Purchase Agreement dated as of January 28, 2019.

Exhibit 10.01 of the Current Report on Form 8-K filed on February 1, 2019.

Form of Security Agreement dated as of January 28, 2019.

Exhibit 10.02 of the Current Report on Form 8-K filed on February 1, 2019.

At the Market Offering Agreement by and between Riot Blockchain, Inc.

Wainwright & Co., LLC, dated May 24, 2019.

Exhibit 1.01 of the Current Report on Form 8-K filed on May 24, 2019.

First Amendment to the At The Market Offering Agreement, dated as of October 6, 2020, with H.C.

Wainwright & Co., LLC.

Exhibit 1.3 of the Registration Statement on Form S-3 filed on December 4, 2020.

Second Amendment to the At The Market Offering Agreement, dated as of December 24, 2020, with H.C.

Wainwright & Co., LLC.

Exhibit 1.1 of the Registration Statement on Form S-3 filed on December 4, 2020.

Sales Agreement, dated as of August 31, 2021, by and among Riot Blockchain, Inc., Cantor Fitzgerald & Co., B.

Riley FBR, Inc., BTIG, LLC, Compass Point Research & Trading, LLC, and Roth Capital Partners, LLC.

Exhibit 1.2 to the Form S-3ASR filed August 31, 2021.

Sales Agreement, dated as of March 31, 2022, by and among Riot Blockchain, Inc.

and its sales agents, Cantor Fitzgerald & Co., B.

Riley FBR, Inc., BTIG, LLC, Roth Capital Partners, LLC D.A.

Davidson & Co., Macquarie Capital (USA) Inc., and Northland Securities, Inc.

Exhibit 1.1 to the Current Report on Form 8-K filed on March 31, 2022.

Stock Purchase Agreement dated as of April 8, 2021, by and among Riot Blockchain, Inc., Whinstone US, Inc., and Northern Data AG.

Exhibit 2.1 to the Current Report on Form 8-K filed on April 9, 2021.

Share Purchase Agreement, dated as of June 4, 2021, by and between Riot Blockchain, Inc.

and Mogo, Inc.

(Incorporated by reference to Exhibit

10.1 to the Current Report on Form 8-K filed June 8, 2021).

Interest Purchase Agreement dated as of December 1, 2021 by and among Riot Blockchain, Inc., Electrode Acquisition Corp., and Steven R.

Exhibit 10.1 to the Current Report on Form 8-K filed June 8, 2021.

Membership Interest Purchase Agreement dated as of December 1, 2021 by and among Riot Blockchain, Inc., Electrode Acquisition Corp., and Steven R.

Ferrie and David P.

Franzmann (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed December 1, 2021).

Exhibit 2.1 to the Current Report on Form 8-K filed December 1, 2021.

Code of Ethics.

of Ethics and Business Conduct Adopted October 23, 2017 (Incorporated by reference to Exhibit 14 of the Current Report on Form 8-K filed

October 25, 2017).

List of Subsidiaries of Riot Blockchain,

Riot Blockchain, Inc.

Code of Ethics and Business Conduct Adopted July 27, 2022.

Exhibit 14.1 of the Current Report on Form 8-K filed on August 2, 2022.

Subsidiaries.

List of Subsidiaries of Riot Platforms, Inc.

Filed herewith.

Consent of Independent Registered Public Accounting Firm.

Consent of Marcum LLP.

Filed herewith.

Certifications.

Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive Officer (principal executive

Rule 13a-14(a)/15d-14(a) - Certification of Chief Financial Officer (principal financial

Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive Officer (principal executive officer).

Filed herewith.

Rule 13a-14(a)/15d-14(a) - Certification of Chief Financial Officer (principal financial officer).

Filed herewith.

Section 1350 Certification Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Executive Officer).*

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Executive Officer).

Filed herewith.

Section 1350 Certification Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Financial Officer).*

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because

its XBRL tags are embedded within the Inline XBRL document).*

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Financial Officer).

Filed herewith.

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

Filed herewith.

Inline XBRL Taxonomy Extension Schema Document.

Filed herewith.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Filed herewith.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Filed herewith.

Inline XBRL Taxonomy Extension Labels Linkbase Document.

Filed herewith.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

_____________________

Filed herewith.

† Portions of this exhibit have been omitted as confidential

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Filed herewith.

Portions of this exhibit have been omitted as confidential information.

Indicates a management contract or compensatory plan or arrangement.

FORM 10-K SUMMARY.

Pursuant to the requirements of Section 13

or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf on March 16, 2022,

by the undersigned thereunto duly authorized.

RIOT BLOCKCHAIN, INC.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf on March 2, 2023, by the undersigned thereunto duly authorized.

RIOT PLATFORMS, INC.

/s/ Jason Les

Chief Executive Officer

RIOT BLOCKCHAIN, INC.

/s/ Jeffrey G.

RIOT PLATFORMS, INC.

/s/ Colin Yee

Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each

person whose signature appears below constitutes and appoints Jason Les and Jeffrey G.

McGonegal, each and individually, as his or her

true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for them and in their name, place and

stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits

thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things

in their names and behalf in their capacities as officers and directors to enable the Company to comply with the provisions of the Securities

Exchange Act of 1934 and all requirements of the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent

full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as

fully to all intents and purposes as he or she might or could do in person, ratifying and confirming all that said attorney-in-fact and

agent, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant on March 16, 2022 in the

capacities indicated.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jason Les and Colin Yee, each and individually, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in their names and behalf in their capacities as officers and directors to enable the Company to comply with the provisions of the Securities Exchange Act of 1934 and all requirements of the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, ratifying and confirming all that said attorney-in-fact and agent, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant on March 2, 2023 in the capacities indicated.

/s/ Jason Les

Chief Executive Officer and Director (principal executive officer)

/s/ Jeffrey G.

/s/ Colin Yee

Chief Financial Officer (principal financial officer)

/s/ Ryan Werner

Chief Accounting Officer (principal accounting officer)

/s/ Benjamin Yi

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures