Riot Platforms Amends Bitfarms Stake Filing

TL;DR

Riot Platforms updated its Bitfarms stake filing on 6/24/24. Watch for more.

AI Summary

Riot Platforms, Inc. has amended its Schedule 13D filing regarding Bitfarms Ltd. as of June 24, 2024. This amendment indicates a change in the beneficial ownership of Bitfarms' common shares by Riot Platforms, Inc. The filing does not disclose specific new shareholdings or dollar amounts in this amendment.

Why It Matters

This filing signals a potential shift in control or influence over Bitfarms Ltd. by Riot Platforms, Inc., which could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often precede significant corporate actions or changes in beneficial ownership, introducing uncertainty.

Key Players & Entities

• Riot Platforms, Inc. (company) — Filing party and potential acquirer/significant stakeholder
• Bitfarms Ltd. (company) — Subject company
• 0001104659-24-074176 (filing_id) — Accession number for the SEC filing
• 20240624 (date) — Date of filing and change

FAQ

Key Financial Figures

• $132,162,323 — Reporting Person reported herein was US$132,162,323. The Common Shares beneficially owned b
• $2.30 — s proposal to acquire the Company for US$2.30 per Common Share (the “ Proposal

Filing Documents

• tm2415618d21_sc13da.htm (SC 13D/A) — 39KB
• tm2415618d21_ex1.htm (EX-1) — 30KB
• tm2415618d21_ex2.htm (EX-2) — 48KB
• tm2415618d21-ex1img001.jpg (GRAPHIC) — 10KB
• 0001104659-24-074176.txt ( ) — 134KB

Security and Issuer

Item 1. Security and Issuer. This Amendment No. 6 to Schedule 13D (“ Amendment No. 6 ”) relates to the Schedule 13D filed on May 28, 2024 (as amended by Amendment No. 1, dated May 29, 2024, Amendment No. 2, dated June 4, 2024, Amendment No. 3 dated June 5, 2024, Amendment No. 4 dated June 12, 2024 and Amendment No. 5 dated June 13, 2024, the “ Schedule 13D ”) by Riot Platforms, Inc., a Nevada corporation (the “ Reporting Person ”), relating to the Common Shares, no par value per share (the “ Common Shares ”), of Bitfarms Ltd., a corporation incorporated under the Canada Business Corporations Act and continued under the Business Corporations Act (Ontario) (the “ Company ”), whose principal executive offices are located at 110 Yonge Street, Suite 1601, Toronto, Ontario, M5C 1T4. Except as specifically amended by this Amendment No. 6, the Schedule 13D is unchanged.

Source and Amount of Funds or Other

Item 3. Source and Amount of Funds or Other Consideration.

of the Schedule 13D is hereby amended

Item 3 of the Schedule 13D is hereby amended and restated to read in full as follows: The information disclosed under Item 4 of the Schedule 13D (as amended by Amendment No. 6) is hereby incorporated by reference into this Item 3. T he aggregate purchase price of the Common Shares held by the Reporting Person reported herein was US$132,162,323. The Common Shares beneficially owned by the Reporting Person were purchased using funds out of its working capital.

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Schedule 13D is hereby amended

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information: On June 24, 2024, the Reporting Person sent a letter (the “ Requisition Letter ”) to the board of directors of the Company (the “ Board ”) to requisition a special meeting of shareholders of the Company (the “ Special Meeting ”) for the purpose of electing new independent members of the Board who will act in the best interests of the Company and all of its stakeholders. The Requisition Letter also stated that the Reporting Person is withdrawing its previous proposal to acquire the Company for US$2.30 per Common Share (the “ Proposal ”) and will be commencing an application to the Ontario Capital Markets Tribunal to seek, on an expedited basis, an order cease-trading the shareholder rights plan adopted by the Board on June 10, 2024 (the “ Poison Pill ”). The foregoing summary of the Requisition Letter is not intended to be complete and is qualified in its entirety by reference to the full text of the Requisition Letter, which is filed as Exhibit 1 hereto and is incorporated herein by reference. On June 24, 2024, the Reporting Person also issued a press release announcing that it has requisitioned the Special Meeting, that it has withdrawn the Proposal and that it stands ready to engage with the reconstituted Board regarding a potential business combination with the Company. The Reporting Person also disclosed that it currently owns approximately 14.9% of the Common Shares and will be applying to the Ontario Capital Markets Tribunal to cease-trade the Poison Pill. The foregoing summary of the press release is not intended to be complete and is qualified in its entirety by reference to the full text of the press release, which is filed as Exhibit 2 hereto and is incorporated herein by reference. CUSIP No. 09173B107 Page 4 of 6 SCHEDULE 13D

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Schedule 13D is hereby amended and supplemented by adding

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information: (c) The following information concerning the Common Shares purchased by (or on behalf of) the Reporting Person during the 60-day period prior to this filing is added: Trade Date Shares Purchased Weighted Average Price per Share (US$) Price Range (US$) 06/17/2024 1,925,621 3.00 2.82 – 3.23 06/18/2024 1,778,974 3.15 3.01 – 3.22 CUSIP No. 09173B107 Page 5 of 6 SCHEDULE 13D

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. Exhibit 1: Meeting Requisition and Letter to the Board of Directors of the Company, dated June 24, 2024 Exhibit 2: Press Release of the Reporting Person, dated June 24, 2024 CUSIP No. 09173B107 Page 6 of 6 SCHEDULE 13D SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: June 24, 2024 Riot Platforms, Inc. By: /s/ Colin Yee Name: Colin Yee Title: Chief Financial Officer

View Full Filing

View this SC 13D/A filing on SEC EDGAR