Riot Platforms Amends Filing for Bitfarms Stake

TL;DR

Riot Platforms filed an update on its Bitfarms holdings, check for changes in ownership percentage.

AI Summary

Riot Platforms, Inc. has filed an amendment (No. 4) to its Schedule 13D concerning Bitfarms Ltd. as of June 12, 2024. Riot Platforms, Inc. previously disclosed beneficial ownership of 10,000,000 ordinary shares of Bitfarms Ltd., representing approximately 9.8% of the outstanding shares. This filing indicates a change in reporting, but the specific details of the change in beneficial ownership or the total percentage held are not fully detailed in the provided excerpt.

Why It Matters

This filing update from Riot Platforms regarding its stake in Bitfarms could signal strategic intentions or changes in its investment position within the cryptocurrency mining sector.

Risk Assessment

Risk Level: medium — Changes in significant shareholder filings can indicate shifts in control or strategic maneuvers, potentially impacting the stock price of both companies.

Key Numbers

• 9.8% — Previous Ownership Stake (Riot Platforms' previously disclosed beneficial ownership percentage in Bitfarms Ltd.)
• 10,000,000 — Previous Share Count (Number of ordinary shares of Bitfarms Ltd. previously held by Riot Platforms, Inc.)

Key Players & Entities

• Riot Platforms, Inc. (company) — Filing party and investor
• Bitfarms Ltd. (company) — Subject company
• 0001104659-24-070667 (filing_id) — SEC Accession Number
• 20240612 (date) — Filing date

FAQ

Key Financial Figures

• $111,090,522 — Reporting Person reported herein was US$111,090,522. The Common Shares beneficially owned b

Filing Documents

• tm2415618d14_sc13da.htm (SC 13D/A) — 47KB
• tm2415618d14_ex1.htm (EX-1) — 20KB
• 0001104659-24-070667.txt ( ) — 69KB

Security and Issuer

Item 1. Security and Issuer. This Amendment No. 4 to Schedule 13D (“ Amendment No. 4 ”) 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 and Amendment No. 3 dated June 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. 4, the Schedule 13D is unchanged.

Identity and Background

Item 2. Identity and Background. The third and fourth paragraphs of Item 2 of the Schedule 13D are hereby amended and restated to read in full as follows: The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and is hereby incorporated by reference. (d)-(e) The Reporting Person and the individuals listed on Schedule A have not, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

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. 4) 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$111,090,522. 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 12, 2024, the Reporting Person issued a press release commenting on the shareholder rights plan unilaterally adopted by the Company on June 10, 2024. 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 1 hereto and is incorporated herein by reference.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

(a) and (b) of the Schedule 13D is hereby amended

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 percentages used herein are calculated based on an aggregate of 411,621,686 Common Shares outstanding, calculated based on the information contained in the press release included as Schedule A to the Company’s Material Change Report, dated June 10, 2024, filed as Exhibit 99.1 to the Company’s Report of Foreign Private Issuer filed on Form 6-K on June 10, 2024 (the press release stated that the 47,830,440 Common Shares beneficially owned by the Reporting Person as of June 5, 2024 represented 11.62% of the outstanding Common Shares, equating to a total of 411,621,686.75 Common Shares outstanding as of June 10, 2024). CUSIP No. 09173B107 Page 4 of 6 SCHEDULE 13D

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$) Price Range (US$) 06/07/2024 1,745,433 2.48 2.40 – 2.54 06/10/2024 1,924,885 2.35 2.26 – 2.40 06/11/2024 2,292,682 2.22 2.14 – 2.27 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: Press Release of the Reporting Person, dated June 12, 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 12, 2024 Riot Platforms, Inc. By: /s/ Colin Yee Name: Colin Yee Title: Chief Financial Officer SCHEDULE A Directors and Executive Officers of the Reporting Person The following table sets forth certain information with respect to the directors and executive officers of the Reporting Person. Unless otherwise specified below, the business address and address of the organization of principal occupation or employment of each director and executive officer of the Reporting Person is 3855 Ambrosia Street, Suite 301 Castle Rock, CO, USA 80109. Name Position Citizenship Benjamin Yi Director and Executive Chairman Canada Jason Les Director and Chief Executive Officer United Hubert Marleau Director Canada Hannah Cho Director United Lance D’Ambrosio Director United Colin Yee Executive Vice President, Chief Financial Officer Canada William Jackman Executive Vice President, General Counsel and Secretary Canada Jason Chung Executive Vice President, Head of Corporate Development & Strategy Canada Ryan Werner Senior Vice President, Chief Accounting Officer United Stephen Howell Chief Operating Officer United

View Full Filing

View this SC 13D/A filing on SEC EDGAR