What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-23 · 109 added, 80 removed, 208 unchanged (48% of the section changed)

8 unchanged sentences

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.

There have been no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In July and December 2024, we acquired 100% of the equity interests of Block Mining and E4A Solutions, respectively.

The Company has not yet completed an assessment of the design and/or operating effectiveness of Block Mining or E4A Solutions’ internal control over financial reporting.

As part of our ongoing integration activities, we are incorporating our controls and procedures into these recently acquired businesses.

Other than those changes made in connection with the acquisitions of Block Mining and E4A Solutions, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are currently in the process of integrating the Block Mining and E4A Solutions operations, control processes, and information systems into our systems and control environment and expect to include them in the scope of design and operation of our internal control over financial reporting for the year ending December 31, 2025.

We believe that we have taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during this integration.

Management’s report on internal control over financial reporting

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Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.

Our management excluded from its assessment of the effectiveness of our internal control over financial reporting the internal controls of Block Mining and E4A Solutions, which we acquired in July and December of 2024, respectively, and whose financial statements represent, on a combined basis, 5.8% of our consolidated total assets and 0.6% of our consolidated total revenue as of and for our fiscal year ended December 31, 2024.

We believe that we have taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during this integration.

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.

4 unchanged sentences

Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on management’s assessment of internal control over financial reporting as of December 31, 2024.

The report of Deloitte & Touche LLP is included below under the heading “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting”.

The report of Deloitte & Touche LLP is included below in this Item 9A.

controls and Procedures under the heading “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting”.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We have audited the internal control over financial reporting of Riot Platforms, Inc.

and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

(the “Company”) and subsidiaries as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 22, 2024 expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s early adoption of Accounting Standards Update (“ASU”) No.

2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”).

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 27, 2025, expressed an unqualified opinion on those financial statements.

As described in Management’s report on internal control over financial reporting, management excluded from its assessment the internal control over financial reporting at Block Mining, Inc.

and E4A Solutions, LLC, which were acquired on July 23, 2024 and December 16, 2024, respectively, and whose financial statements constitute 5.8% of the consolidated total assets and 0.6% of the consolidated total revenue of the consolidated financial statement amounts as of and for the year ended December 31, 2024.

Accordingly, our audit did not include the internal control over financial reporting at Block Mining, Inc.

and E4A Solutions, LLC.

Basis for Opinion

11 unchanged sentences

(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.

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

4 unchanged sentences

OTHER INFORMATION

During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted , modified , or terminated any contract , instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 arrangement” as defined in Item 408(c) of Regulation S-K.

During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified, or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 arrangement” as defined in Item 408(c) of Regulation S-K , except as follows:

On December 13, 2024 , Ryan Werner , Chief Accounting Officer of the Company, entered into a 10b5-1 Plan providing for the potential sale of up to 101,484 shares of our common stock so long as the market price of our common stock is higher than certain minimum threshold prices between the first potential sale date of July 7, 2025 and the scheduled expiration date of the 10b5-1 Plan of December 6, 2025 .

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

6 unchanged sentences

b) Identification of Executive Officers:

The information required by this Item with respect to 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.

The information required by this Part III, Item 10 with respect to 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 Part III, Item 10 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 2024 Proxy Statement.

The information required by this Part III, Item 10 with respect to the Audit Committee of our Board 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 2025 Proxy Statement.

d) Delinquent Section 16(a) Reports:

The information required by this Item with respect 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) Reports” in our 2024 Proxy Statement.

The information required by this Part III, Item 10 with respect 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) Reports” in our 2025 Proxy Statement.

e) Code of Ethics:

1 unchanged sentence

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 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.

We also intend to disclose on 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 Part III, Item 10 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 2025 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 2024 Proxy Statement concerning procedures by which stockholders may recommend nominees to our board of directors.

The information required by this Part III, Item 10 with respect to the procedures by which stockholders may recommend nominees to our Board 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 2025 Proxy Statement.

No material changes to those procedures have occurred since the disclosure regarding those procedures in Part II, Item 5 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

g) Insider Trading Policy:

We have adopted an Insider Trading Policy which governs the purchase, sale, and/or other dispositions of our securities by directors, officers, employees, and other covered persons and is designed to promote compliance with insider trading laws, rules, and regulations, and listing standards applicable to us.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report.

EXECUTIVE COMPENSATION

The information required by this Part III, Item 11 will be provided in the section entitled “Executive Compensation” in our 2024 Proxy Statement and is incorporated herein by reference .

The information required by this Part III, Item 11 is incorporated herein by reference to the discussion in the section entitled “Executive Compensation” in our 2025 Proxy Statement .

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 Part III, Item 12 is incorporated herein by reference from the section entitled “Security Ownership of Certain Beneficial Owners and Management” in our 2024 Proxy Statement.

Except as set forth below regarding securities authorized under our equity compensation plans, the information required to be disclosed by this Part III, Item 12 is incorporated herein by reference to the discussion in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in our 2025 Proxy Statement.

Securities authorized for issuance under equity compensation plans

In October 2019, the Company’s stockholders approved the 2019 Equity Incentive Plan.

The 2019 Equity Incentive Plan authorized the granting of stock-based compensation awards to directors, employees, and consultants in the form of time-based and performance

based restricted stock awards, restricted stock unit awards, or stock options that settled in shares of the Company’s common stock upon vesting.

The 2019 Equity Incentive Plan authorized the granting of stock-based compensation awards to directors, employees, and consultants in the form of time-based and performance based restricted stock awards, restricted stock unit awards, or stock options that settled in shares of the Company’s common stock upon vesting.

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

4 unchanged sentences

In December 2023, the Company’s stockholders approved the Fifth Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 13.0 million shares.

In June 2024, the Company’s stockholders approved the Sixth Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 15.0 million shares.

As of December 31, 2024, the Company had 14,666,096 shares of common stock reserved for issuance under the 2019 Equity Incentive Plan.

The following table provides information as of December 31, 2024, 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 Equity Incentive Plan:

available for

future issuance

securities to be

upon exercise of

average exercise

available for

Plan Category

future issuance

and rights (a)

and rights (b)

column (a))(c)

Equity compensation plans approved by security holders

1 unchanged sentence

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Part III, Item 13 will be provided in the sections entitled “Certain Relationships and Related-Party Transactions” and “Director Independence” in our 2024 Proxy Statement and is incorporated herein by reference.

The information required by this Part III, Item 13 is incorporated herein by reference to the sections entitled “Certain Relationships and Related-Party Transactions” and “Director Independence” in our 2025 Proxy Statement.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Part III, Item 14 will be provided in the section entitled “Fees to Independent Auditors” in our 2024 Proxy Statement and is incorporated herein by reference .

The information required by this Part III, Item 14 is incorporated herein by reference to the sections entitled “Audit Fees” and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors” in our 2025 Proxy Statement .

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

11 unchanged sentences

Index of exhibits

Certificate of Incorporation and Bylaws.

Articles of Incorporation, dated September 19, 2017.

2 unchanged sentences

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

Amendment to the Articles of Incorporation of Riot Blockchain, Inc., dated November 21, 2022.

Certificate of 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.

Certificate of Amendment to the Articles of Incorporation of Riot Platforms, Inc.

dated June 13, 2024 .

Exhibit 3.1 of the Current Report on Form 8-K filed June 18, 2024.

Articles of Merger between Riot Blockchain, Inc.

4 unchanged sentences

Exhibit 3.1 of the Current Report on Form 8-K filed June 30, 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.

2 unchanged sentences

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

Indenture, dated as of December 11, 2024, by and between Riot Platforms, Inc.

Bank Trust Company, National Association, as trustee.

Exhibit 4.1 of the Current Report on Form 8-K filed December 11, 2024.

Form of 0.75% Convertible Senior Note due 2030.

Exhibit 4.2 (included within Exhibit 4.1) of the Current Report on Form 8-K filed December 11, 2024.

2019 Equity Incentive Plan.

10 unchanged sentences

Exhibit 4.1 of the Current Report on Form 8-K filed December 20, 2023.

Sixth Amendment to the 2019 Equity Incentive Plan of Riot Platforms, Inc.

Exhibit 4.1 of the Current Report on Form 8-K filed June 18, 2024.

2019 Equity Incentive Plan of Riot Platforms, Inc., as amended.

Exhibit 4.2 of the Current Report on Form 8-K filed December 20, 2023.

Exhibit 4.2 of the Current Report on Form 8-K filed June 18, 2024.

Form of Time-Based Restricted Stock Unit Award Agreement under the 2019 Equity Incentive Plan.

17 unchanged sentences

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

Riot-Northern Data Shareholder Agreement dated as of May 26, 2021.

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

and Northern Data AG.

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

Description of Securities .

Filed herewith.

Material Contracts.

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, 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, 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, dated as of February 7, 2022.

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

Jason Les Executive Employment Agreement, dated as of February 8, 2021.

Exhibit 4.20 of the Annual Report on Form 10-K filed February 23, 2024.

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.

Benjamin Yi Executive Employment Agreement, dated as of May 24, 2021.

Executive Employment Agreement, by and between Riot Blockchain, Inc.

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

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

1 unchanged sentence

Exhibit 10.3 of 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.

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 of 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 of the Current Report on Form 8-K filed March 31, 2022.

Controlled Equity Offering SM Sales Agreement, dated as of August 9, 2023, by and among Riot Platforms, Inc.

and the Sales Agents.

Exhibit 1.1 of the Current Report on Form 8-K filed August 9, 2023.

Form of Amended and Restated Executive Employment Agreement .

Exhibit 10.1 of the Current Report on Form 8-K filed November 26, 2024.

Indemnification Agreement of Riot Platforms, Inc .

Exhibit 10.1 of the Current Report on Form 8-K filed June 18, 2024 .

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 of the Current Report on Form 8-K filed April 9, 2021.

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

and Mogo, Inc.

Exhibit 10.1 of 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.

10 unchanged sentences

Exhibit 10.1 of the Current Report on Form 8-K filed December 6, 2023.

Code of Ethics.

Purchase Order No.

03, dated as of February 23, 2024, executed under that certain Master Purchase and Sales Agreement, dated as of June 23, 2023, by and between Riot Platforms, Inc.

Exhibit 10.1 of the Current Report on Form 8-K filed February 27, 2024.

Controlled Equity Offering SM Sales Agreement, dated as of August 9, 2024, by and among Riot Platforms, Inc.

and the Sales Agents.

Exhibit 1.2 of the Form S-3ASR August 9, 2024 .

NYDIG Digital Asset Custodial Agreement, dated as of November 1, 2023, between NYDIG Trust Company LLC and Riot Platforms, Inc .

Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed November 4, 2024 .

Coinbase Prime Broker Agreement, dated as of December 16, 2024, between Coinbase, Inc., on behalf of itself and certain affiliates, and Riot Platforms, Inc .

Exhibit 10.1 of the Current Report on Form 8-K filed December 20, 2024 .

Settlement Agreement by and between Riot Platforms, Inc.

and Bitfarms Ltd., dated September 23, 2024 .

Exhibit 1 of the Schedule 13D/A filed September 23, 2024 .

Riot Platforms, Inc.

1 unchanged sentence

Exhibit 14.1 of the Current Report on Form 8-K filed June 30, 2023.

Letter re Change in Certifying Accountant.

Letter of Marcum LLP to the Securities and Exchange Commission, dated May 22, 2023.

Exhibit 16.1 of the Current Report on Form 8-K filed May 22, 2023.

Subsidiaries.

Insider Trading Policy.

Filed herewith.

List of Subsidiaries of Riot Platforms, Inc.

Filed herewith.

Consent of Independent Registered Public Accounting Firm.

Consent of Marcum LLP.

3 unchanged sentences

Power of Attorney.

Incorporated by reference to the signature page of this Annual Report.

Certifications.

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

10 unchanged sentences

Policy for the Recovery of Erroneously Awarded Compensation.

Filed herewith.

Exhibit 97 of the Annual Report on Form 10-K filed February 23, 2024.

Inline XBRL (Extensible Business Reporting Language).

The following from this Annual Report, formatted in iXBRL (inline XBRL):

(i) Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022;

(i) Consolidated Balance Sheets as of December 31, 2024 and 2023;

(ii) Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022;

7 unchanged sentences

Where an exhibit is indicated, that document has been previously filed with the SEC and the applicable exhibit is incorporated herein by reference.

Portions of this exhibit have been omitted as confidential information.

Portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K.

Certain schedules and appendices have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.

Indicates a management contract or compensatory plan or arrangement.

FORM 10-K SUMMARY

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized.

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 by the undersigned, thereunto duly authorized.

February 27, 2025

2 unchanged sentences

Chief Executive Officer

(principal executive officer and duly authorized officer)

(Principal Executive Officer)

/s/ Colin Yee

Chief Financial Officer

(principal financial officer and duly authorized officer)

(Principal Financial Officer)

POWER OF ATTORNEY

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 February 22, 2024, 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, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may 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 and in the capacities and on the dates indicated.

/s/ Jason Les

Chief Executive Officer and Director (principal executive officer)

February 27, 2025

Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Colin Yee

Chief Financial Officer (principal financial officer)

February 27, 2025

Chief Financial Officer

(Principal Financial Officer)

/s/ Ryan Werner

Chief Accounting Officer (principal accounting officer)

February 27, 2025

Chief Accounting Officer

(Principal Accounting Officer)

/s/ Benjamin Yi

Benjamin Yi, Director & Executive Chairman

/s/ Hannah Cho

Hannah Cho, Director

February 27, 2025

Director & Executive Chairman

/s/ Lance D’Ambrosio

Lance D’Ambrosio, Director

/s/ Hubert Marleau

Hubert Marleau, Director

February 27, 2025

Lance D’Ambrosio

/s/ Jaime Leverton

February 27, 2025

Jaime Leverton

/s/ Douglas Mouton

February 27, 2025

Douglas Mouton

/s/ Michael Turner

February 27, 2025

Michael Turner

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