Item 2.02 – Results of Operations and Financial Condition.
On May 10, 2023, Riot Platforms, Inc. (“Riot,” “us,” “we,” “our,” or the “Company”) issued a press release regarding Riot’s financial results for its fiscal quarter ended March 31, 2023 (“Q1 2023”), as first reported by the Company in its Quarterly Report on Form 10-Q for the same period, filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2023 (the “Form 10-Q”), a copy of which is available on the SEC’s website, www.sec.gov, and under the “SEC Filings – Quarterly Reports” tab on the “Investors” page our website, www.riotplatforms.com. A copy of Riot’s press release is attached as Exhibit 99.1 hereto.
Item 7.01 – Regulation FD Disclosure.
On May 10, 2023, Riot released a quarterly update presentation, dated as of May 10, 2023, (the “Quarterly Update”) which includes an overview of management’s discussion and analysis of Riot’s financial position, business, and operations as of the end of Q1 2023. A copy of the Quarterly Update is attached hereto as Exhibit 99.2 and is also available on our website, www.riotplatforms.com, under the “Presentations” tab of the Investors page.
The information furnished pursuant to this Current Report on Form 8-K (this “Report”), including the press release and the Quarterly Update attached as Exhibits 99.1 and 99.2 hereto, respectively, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward Looking Statements
This Report, the press release attached as Exhibit 99.1 hereto, and the Quarterly Update attached as Exhibit 99.2 hereto, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, (the “PSLRA”). Such forward-looking statements generally relate to future events, financial results or operating performance based on management’s current expectations, assumptions and beliefs about the Company’s future financial and operating performance, as well future economic conditions, and are made in reliance on the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “will,” “potential,” “hope” and similar expressions are intended to identify forward-looking statements; however, forward-looking statements may be made without such expressions. Accordingly, any statement contained or referenced herein, as well as in the other filings that we make with the SEC, that is not a statement of historical fact, should be considered a forward-looking statement. These forward-looking statements may include, but are not limited to, statements concerning: our plans, strategies and objectives for future operations; new equipment, systems, technologies, services or developments, such as our development and implementation of industrial scale immersion-cooled Bitcoin mining hardware and our one-gigawatt data center development outside of Corsicana, Texas; the number and value of Bitcoin rewards and transaction fees we earn from our Bitcoin mining operations; expected cash flows or capital expenditures; our beliefs or expectations; activities, events or developments that we intend, expect, project, believe, or anticipate will or may occur in the future; and assumptions underlying or based upon any of the foregoing. These statements are subject to various risks and uncertainties, both known and unknown, which could cause the Company’s actual results to differ, perhaps materially, from management’s current expectations or the Company’s historical performance. Such risks and uncertainties include, without limitation, risks related to: our estimates of bitcoin mining production; our future hash rate growth and global hash rate growth; the anticipated benefits of our immersion-cooling hardware; our ability to successfully deploy the new bitcoin mining computers we acquire; the timely completion and energization of our bitcoin mining infrastructure the success, timing and cost of integration of acquired businesses; and macroeconomic, political, and/or environmental events. Detailed information regarding other factors that may cause actual results to differ materially from those expressed or implied by statements in this Report, the press release, and the Quarterly Update, may be found in the Registrant’s filings with the SEC, including in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q under sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”, as well under similar headings and titles in in our Current Reports on Form 8-K and the other filings we make with the SEC, copies of which may be obtained from the SEC’s website, www.sec.gov. All forward-looking statements included in this Report, the press release, and in the Quarterly Update, and in the other documents we file with the SEC, are made only as of the date of this Report and, as applicable, the date of the other documents we file with the SEC. Riot disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances that subsequently occur, or of which Riot hereafter becomes aware, except as required by law. Persons reading this Report, the press release, the Quarterly Update,
