Calculation of Filing Fee Tables | |||
S-3 | |||
Riot Platforms, Inc. | |||
Table 1: Newly Registered and Carry Forward Securities |
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Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Newly Registered Securities | |||||||||||||
| Fees to be Paid | 1 | Equity | Common Stock, no par value per share | 457(r) | 0.0001476 | ||||||||
| Fees to be Paid | 2 | Equity | Preferred Stock, no par value per share | 457(r) | 0.0001476 | ||||||||
| Fees to be Paid | 3 | Other | Warrants | 457(r) | 0.0001476 | ||||||||
| Fees to be Paid | 4 | Debt | Debt Securities | 457(r) | 0.0001476 | ||||||||
| Fees to be Paid | 5 | Other | Units | 457(r) | 0.0001476 | ||||||||
| Fees to be Paid | 6 | Equity | Common Stock, no par value per share | 457(o) | $ 750,000,000.00 | 0.0001476 | $ 110,700.00 | ||||||
| Fees Previously Paid | |||||||||||||
| Carry Forward Securities | |||||||||||||
| Carry Forward Securities | |||||||||||||
Total Offering Amounts: | $ 750,000,000.00 | $ 110,700.00 | |||||||||||
Total Fees Previously Paid: | $ 0.00 | ||||||||||||
Total Fee Offsets: | $ 41,042.13 | ||||||||||||
Net Fee Due: | $ 69,657.87 | ||||||||||||
Offering Note |
1 | An indeterminate number or amount of the securities of the identified class is being registered as may from time to time be sold at indeterminate prices. The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), to defer payment of all of the registration fee (except for the portion of the registration fee allocable to the shares of common stock, no par value, registered (the "Shelf Takedown Registration Fees") under the prospectus supplement (the "Prospectus Supplement") filed with this registration statement (this "Registration Statement"), which is being paid with the filing of this Registration Statement), and will pay applicable registration fees subsequently in advance or on a "pay-as-you-go" basis. | ||||||
2 | An indeterminate number or amount of the securities of the identified class is being registered as may from time to time be sold at indeterminate prices. The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act to defer payment of all of the registration fee (except for the Shelf Takedown Registration Fees under the Prospectus Supplement filed with this Registration Statement, which is being paid with the filing of this Registration Statement) and will pay applicable registration fees subsequently in advance or on a "pay-as-you-go" basis. | ||||||
3 | An indeterminate number or amount of the securities of the identified class is being registered as may from time to time be sold at indeterminate prices. The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act to defer payment of all of the registration fee (except for the Shelf Takedown Registration Fees under the Prospectus Supplement filed with this Registration Statement, which is being paid with the filing of this Registration Statement) and will pay applicable registration fees subsequently in advance or on a "pay-as-you-go" basis. | ||||||
4 | An indeterminate number or amount of the securities of the identified class is being registered as may from time to time be sold at indeterminate prices. The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act to defer payment of all of the registration fee (except for the Shelf Takedown Registration Fees under the Prospectus Supplement filed with this Registration Statement, which is being paid with the filing of this Registration Statement) and will pay applicable registration fees subsequently in advance or on a "pay-as-you-go" basis. | ||||||
5 | An indeterminate number or amount of the securities of the identified class is being registered as may from time to time be sold at indeterminate prices. The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act to defer payment of all of the registration fee (except for the Shelf Takedown Registration Fees under the Prospectus Supplement filed with this Registration Statement, which is being paid with the filing of this Registration Statement) and will pay applicable registration fees subsequently in advance or on a "pay-as-you-go" basis. | ||||||
6 | Calculated in accordance with Rules 457(o) and 457(r) under the Securities Act based on the proposed maximum aggregate offering price. | ||||||
Table 2: Fee Offset Claims and Sources |
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| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rules 457(b) and 0-11(a)(2) | |||||||||||||
| Fee Offset Claims | |||||||||||||
| Fee Offset Sources | |||||||||||||
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | 1 | Riot Platforms, Inc. | S-3 | 333-259212 | 02/26/2024 | $ 41,042.13 | Equity | Common Stock, no par value per share | $ 278,063,242.37 | ||||
| Fee Offset Sources | 2 | Riot Platforms, Inc. | S-3 | 333-259212 | 02/26/2024 | $ 41,042.13 | |||||||
Rule 457(p) Statement of Withdrawal, Termination, or Completion: |
1 | The registrant previously registered $750,000,000 of an indeterminate number of shares of common stock pursuant to a Prospectus Supplement filed on February 26, 2024 to the Registration Statement on Form S-3 (SEC File No. 333-259212) filed on August 31, 2021 (the "Prior Registration Statement"). The registrant paid an aggregate registration fee of $110,700. The registrant sold an aggregate of $471,936,757.63 of such securities under the Prior Registration Statement, leaving the balance of $278,063,242.37 unsold and unissued (the "Unsold Securities"). The unused registration fees represented by the Unsold Securities total $41,042.13. Pursuant to Rule 457(p), the $110,700 registration fee associated with this filing is being partially offset by the $41,042.13 in fees that remain available under the Prior Registration Statement. As a result, the offering of Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. | ||||||
Offset Note |
2 | The registrant previously registered $750,000,000 of an indeterminate number of shares of common stock pursuant to a Prospectus Supplement filed on February 26, 2024 to the Registration Statement on Form S-3 (SEC File No. 333-259212) filed on August 31, 2021 (the "Prior Registration Statement"). The registrant paid an aggregate registration fee of $110,700. The registrant sold an aggregate of $471,936,757.63 of such securities under the Prior Registration Statement, leaving the balance of $278,063,242.37 unsold and unissued (the "Unsold Securities"). The unused registration fees represented by the Unsold Securities total $41,042.13. Pursuant to Rule 457(p), the $110,700 registration fee associated with this filing is being partially offset by the $41,042.13 in fees that remain available under the Prior Registration Statement. As a result, the offering of Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. | ||||||
