Riot Platforms Amends Stake in Bitfarms

TL;DR

Riot Platforms updated its filing on Bitfarms, watch this space.

AI Summary

Riot Platforms, Inc. has amended its Schedule 13D filing concerning Bitfarms Ltd. as of September 23, 2024. This amendment indicates a change in the beneficial ownership of Bitfarms' common shares by Riot Platforms. The filing does not specify a dollar amount or a precise percentage change in ownership but signifies an ongoing relationship or stake.

Why It Matters

This filing signals a potential shift or confirmation of Riot Platforms' interest in Bitfarms, which could influence market perception and future strategic moves for both companies in the cryptocurrency mining sector.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate strategic shifts or potential corporate actions, requiring close monitoring by investors.

Key Players & Entities

• Riot Platforms, Inc. (company) — Filing party and holder of beneficial ownership
• Bitfarms Ltd. (company) — Subject company of the filing
• 0001104659-24-101875 (filing_id) — Accession number for the SEC filing
• 20240923 (date) — Date of filing and change of information

FAQ

Filing Documents

• tm2424523d1_sc13da.htm (SC 13D/A) — 44KB
• tm2424523d1_ex1.htm (EX-1) — 121KB
• tm2424523d1_ex2.htm (EX-2) — 29KB
• tm2424523d1_ex3.htm (EX-3) — 16KB
• tm2424523d1_ex1img001.jpg (GRAPHIC) — 5KB
• tm2424523d1_ex2img001.jpg (GRAPHIC) — 5KB
• 0001104659-24-101875.txt ( ) — 226KB

Security and Issuer

Item 1. Security and Issuer. This Amendment No. 13 to Schedule 13D (“ Amendment No. 13 ”) 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, Amendment No. 5 dated June 13, 2024, Amendment No. 6 dated June 24, 2024, Amendment No. 7 dated July 31, 2024, Amendment No. 8 dated August 5, 2024, Amendment No. 9 dated August 9, 2024, Amendment No. 10 dated August 14, 2024, Amendment No. 11 dated August 21, 2024 and Amendment No. 12 dated September 5, 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. 13, the Schedule 13D is unchanged.

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 September 23, 2024, the Reporting Person and the Company entered into a settlement agreement (the “ Agreement ”), pursuant to which (i) Andrés Finkielsztain resigned from the board of directors of the Company (the “ Board ”); (ii) Amy Freedman was appointed to the Board, the Governance and Nominating Committee and the Compensation Committee of the Board, and will be appointed to each “special committee” of independent directors of the Board that is currently constituted or may be constituted from time to timeprovided that she is independent for purposes of the mandate of the “special committee” ; and (iii) the Reporting Person has withdrawn its requisition for a special meeting of shareholders of the Company. The Agreement provides that the Company will hold a special meeting of shareholders no later than November 20, 2024, at which shareholders of the Company will be asked to approve an expansion of the Board to six members, to elect a new independent director nominated by the Board,and to ratify the shareholder rights plan adopted by the Board on July 24, 2024. The Reporting Person has agreed to vote in favor of these matters at the special meeting. Under the terms of the Agreement, the Company has agreed that if, prior to the expiration of the Term (as defined below), Ms. Freedman ceases to serve as a director of the Company, the Reporting Person shall be entitled to nominate an individual to replace Ms. Freedman as a director, provided such individual, among other things, satisfies applicable corporate, securities and stock exchange laws and rules, and is “independent” under such laws and rules. The Reporting Person also agreed that if, prior to the expiration of the Term, the directors/nominees proposed by the Board to be elected include Ms. Freedman or any replacement nominated by the Repo

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

(a) and

Item 5(a) and (b) of the Schedule 13D is hereby amended and restated to read in full as follows: (a) and (b) The aggregate number and percentage of the Common Shares that are beneficially owned by the Reporting Person and as to which the Reporting Person has sole voting power, shared voting power, sole dispositive power and shared dispositive power are set forth on the cover page of this Statement, and such information is incorporated herein by reference. The percentage used herein is calculated based on an aggregate of 452,860,321 Common Shares outstanding, based on information provided by the Company. CUSIP No. 09173B107 Page 5 of 6 SCHEDULE 13D

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. As described in Item 4, the Reporting Person and the Company have entered into the Agreement, a copy of which is filed as Exhibit 1 hereto. The Agreement and the description thereof set forth in Item 4 are incorporated herein by reference.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. Exhibit 1: Settlement Agreement by and between the Reporting Person and the Company, dated September 23, 2024 Exhibit 2: Joint Press Release of the Reporting Person and the Company, dated September 23, 2024 Exhibit 3: Press Release of the Reporting Person, dated September 23, 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: September 23, 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