Item 4.01 – Changes in Registrant’s Certifying Accountant.
| (a) | Dismissal of Certifying Accountant. |
Effective May 18, 2023, Riot Platforms, Inc. (“Riot” or the “Company”) dismissed Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm, not as a result of any disagreement on any matter of accounting principles or practices, financial statement disclosure, or audit scope or procedure.
Except as described below, the reports of Marcum on the financial statements of Riot for the fiscal years ended December 31, 2022 and 2021 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. Additionally, during Riot’s fiscal years ended December 31, 2022 and 2021, as well as the subsequent interim periods through May 18, 2023, there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Marcum’s satisfaction, would have caused Marcum to make reference to the subject matter of the disagreements in connection with its reports on the Company’s financial statements for such fiscal years.
There were reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K during the fiscal years ended December 31, 2022 and December 31, 2021, as adverse opinions on the effectiveness of the Company’s internal control over financial reporting related to the existence of a material weakness for the fiscal year ended December 31, 2022, and the existence of material weaknesses for the fiscal year ended December 31, 2021. Specifically, in the preceding two years, Marcum’s report on the financial statements of the Company contained adverse opinions for the fiscal year ended December 31, 2021 regarding the Company’s IT-related user access controls, change management controls, controls to ensure that data received from third parties pertaining to our mining revenue and Bitcoin on the balance sheet was complete and accurate, and controls relating to the inputs and assumptions of the valuation of intangible assets as identified in the accounting for our business combinations therein were reasonable, additionally it was determined that there were ineffective automated process-level and manual controls that are dependent upon the information derived from relevant systems. For the fiscal year ended December 31, 2022, Marcum’s report contained an adverse opinion regarding the Company’s control pertaining to the review of its Bitcoin for potential impairment.
The decision to dismiss Marcum and retain a new principal accounting firm was recommended and approved by the Audit Committee of the Board of Directors of the Company (the “Audit Committee”).
The Company has provided Marcum with a copy of the disclosures it is making in this Item 4.01(a) of this Report and requested that Marcum furnish a letter addressed to the Commission stating whether it agrees with the statements above, and, if not, stating the respects in which it does not agree. A copy of Marcum’s letter dated May 22, 2023 is filed as Exhibit 16.1 hereto.
| (b) | Engagement of New Certifying Accountant |
Effective May 18, 2023, Riot engaged Deloitte & Touche (“Deloitte”) as the Company’s new independent registered public accounting firm, commencing with the review of the financials for the quarter ending June 30, 2023, as recommended, authorized and approved by the Audit Committee.
During the years ended December 31, 2022 and 2021, and the subsequent interim period through May 18, 2023, neither the Company nor anyone on its behalf consulted with Deloitte regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K or any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
