Riot Platforms Eyes Bitfarms Stake

TL;DR

Riot Platforms just disclosed a 13D on Bitfarms. Big moves coming?

AI Summary

Riot Platforms, Inc. has filed a Schedule 13D, indicating a significant stake in Bitfarms Ltd. as of May 28, 2024. Riot Platforms, Inc. is based in Castle Rock, CO, and Bitfarms Ltd. is headquartered in Toronto, Canada. This filing suggests a potential shift in control or influence over Bitfarms Ltd.

Why It Matters

This filing by Riot Platforms, Inc. signals a potential activist stake or takeover interest in Bitfarms Ltd., which could lead to significant changes in Bitfarms' management, strategy, or ownership structure.

Risk Assessment

Risk Level: medium — The filing indicates a significant stake, which could lead to a proxy fight or takeover attempt, introducing uncertainty for investors.

Key Players & Entities

• Riot Platforms, Inc. (company) — Filing entity
• Bitfarms Ltd. (company) — Subject company
• 3855 Ambrosia Street, Suite 301, Castle Rock, CO 80109 (address) — Riot Platforms, Inc. business address
• 110 Yonge Street, Suite 1601, Toronto, ON M5C 1T4 (address) — Bitfarms Ltd. business address

FAQ

Key Financial Figures

• $72,122,651 — Reporting Person reported herein was US$72,122,651. The Common Shares beneficially owned b
• $2.30 — d Transaction ") for consideration of US$2.30 per Common Share, to be paid with a com

Filing Documents

• tm2415618d3_sc13d.htm (SC 13D) — 63KB
• tm2415618d3_ex1.htm (EX-1) — 10KB
• tm2415618d3_ex2.htm (EX-2) — 13KB
• tm2415618d3_ex3.htm (EX-3) — 38KB
• tm2415618d3_ex1img01.jpg (GRAPHIC) — 3KB
• 0001104659-24-065417.txt ( ) — 131KB

Security and Issuer

Item 1. Security and Issuer. This Schedule 13D (this " Statement ") relates 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.

Identity and Background

Item 2. Identity and Background. (a)-(c), (f) This Statement is being filed by Riot Platforms, Inc., a Nevada corporation (" Riot " or the " Reporting Person "), whose principal executive offices are located at 3855 Ambrosia Street, Suite 301, Castle Rock, CO 80109. The common stock of Riot is listed for trading on the Nasdaq Capital Market under the trading symbol "RIOT". Riot is a vertically integrated Bitcoin mining company principally engaged in enhancing its capabilities to mine Bitcoin in support of the Bitcoin blockchain. Riot also provides comprehensive and critical infrastructure for institutional-scale Bitcoin mining at its large-scale Bitcoin mining facilities in Milam County, Texas, and Navarro County, Texas. 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. The information disclosed under Item 4 below 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$72,122,651. 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. On April 22, 2024, the Reporting Person sent a letter (the " First Letter ") to the board of directors of the Company (the " Board ") that set out the Reporting Person's non-binding proposal to acquire all of the outstanding Common Shares of the Company (the " Proposed Transaction ") for consideration of US$2.30 per Common Share, to be paid with a combination of cash and shares of the Reporting Person's common stock (the " Purchase Price "). The foregoing summary of the First Letter is not intended to be complete and is qualified in its entirety by reference to the full text of the First Letter, which is filed as Exhibit 1 hereto and is incorporated herein by reference. CUSIP No. 09173B107 Page 4 of 7 SCHEDULE 13D On May 28 , 2024, the Reporting Person sent a letter to the Board (the " Second Letter ") reiterating the Proposed Transaction at the Purchase Price. The Second Letter also advised the Board that the Reporting Person had acquired approximately 9.25% of the Common Shares and indicated that the Reporting Person currently intends to requisition a special meeting of the Company's shareholders, at which the Reporting Person intends to nominate several well-qualified and independent directors to join the Company's Board. The foregoing summary of the Second Letter is not intended to be complete and is qualified in its entirety by reference to the full text of the Second Letter, which is filed as Exhibit 2 hereto and is incorporated herein by reference. On May 28 , 2024, the Reporting Person issued a press release publicly announcing the Proposed Transaction and that the Reporting Person had acquired approximately 9.25% of the Common Shares. 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 3 hereto and is incorporated herein by reference. Neither the proposal, nor this Statement is meant to

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (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 398,587,000 Common Shares reported by the Company to be outstanding as of May 14, 2024 in its Management's Discussion and Analysis for the three months ended March 31, 2024, filed as Exhibit 99.2 to the Company's Report of Foreign Private Issuer filed on Form 6-K on May 15, 2024. CUSIP No. 09173B107 Page 5 of 7 SCHEDULE 13D (c) Information concerning the Common Shares purchased by (or on behalf of) the Reporting Person during the 60-day period prior to this filing is set forth in Schedule B hereto and is incorporated herein by reference. (d) No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by the Reporting Person. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not applicable. CUSIP No. 09173B107 Page 6 of 7 SCHEDULE 13D

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. Exhibit 1: April 22, 2024 Letter to the Board of Directors of the Company Exhibit 2: May 28, 2024 Letter to the Board of Directors of the Company Exhibit 3: Press Release of the Reporting Person, dated May 28, 2024 CUSIP No. 09173B107 Page 7 of 7 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: May 28, 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 States Hubert Marleau Director Canada Hannah Cho Director United States Lance D'Ambrosio Director United States 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 States SCHEDULE B Transactions in Common Shares by the Reporting Person The table below specifies the date, amount, weighted average price and price range of the Common Shares purchased by (or on behalf of) the Reporting Person during the 60-day period prior to this filing, all of which were purchased in the open market. The Common Share

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