M&A - Riot Platforms, Inc.

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Form Type: 424B7

Filing Date: 2025-04-24

Corporate Action: Acquisition

Type: New

Accession Number: 000155837025005436

Filing Summary: On April 24, 2025, Riot Platforms, Inc. filed a prospectus supplement relating to the offer and resale of up to 8,200,000 shares of common stock by a Selling Stockholder. The shares are a part of the consideration for the acquisition by Riot's subsidiary, Whinstone US, Inc., of assets from Rhodium Encore LLC as part of the 'Rhodium Transaction'. This transaction included the issuance of shares under the terms of a Purchase and Sale Agreement. The prospectus specifies that no shares are being sold by Riot directly and that it will not receive any proceeds from the resale of these shares. The Selling Stockholder will determine the timing and pricing of any sales. The filing reveals that as of the date, there are 350,287,550 shares issued and outstanding, priced at $7.79 per share. The effects of this acquisition on Riot’s operations and business strategy are also examined, especially concerning its Bitcoin mining capabilities. Relevant sections on risk factors are included for investors assessing their investment in the common stock.

Additional details:

Selling Stockholder: details on the Selling Stockholder's ability to offer shares


Issue Price: $7.79 per share


Number Of Shares Offered: 8,200,000


Transaction Type: acquisition of assets from Rhodium Encore LLC


Financial Terms: consideration includes common stock issuance under Rhodium Agreement


Registration Template: under Section 4(a)(2) of the Securities Act


Form Type: 8-K

Filing Date: 2025-04-24

Corporate Action: Acquisition

Type: New

Accession Number: 000155837025005441

Filing Summary: On April 24, 2025, Riot Platforms, Inc. filed a prospectus supplement to register the resale of up to 8,200,000 shares of its common stock by Rhodium 2.0 LLC, the identified Selling Stockholder. This issuance is part of the consideration for the acquisition of specific assets from Rhodium Encore LLC by the Company’s wholly-owned subsidiary, Whinstone US, Inc. Additionally, the transaction involves the settlement of all disputes between the Company and Rhodium under Federal Rule of Bankruptcy Procedure 9019. The common stock to be offered for resale will be issued to the Selling Stockholder following the execution of the corresponding purchase and sale agreement.

Additional details:

Selling Stockholder: Rhodium 2.0 LLC


Common Stock Amount: 8,200,000


Subsidiary Involved: Whinstone US, Inc.


Acquired Company: Rhodium Encore LLC


Transaction Type: settlement of disputes


Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: New

Accession Number: 000155837025003499

Filing Summary: On March 21, 2025, Riot Platforms, Inc. announced through a press release that it has entered into a non-binding term sheet for a potential acquisition of specific assets from Rhodium Encore LLC, including affiliations. This transaction involves Whinstone US, Inc., a wholly-owned subsidiary of Riot Platforms. The completion of this transaction is contingent upon approval from the Bankruptcy Court, as the company has also filed a motion to approve a settlement under Federal Rule of Bankruptcy Procedure 9019. The announcement includes cautionary forward-looking statements reflecting management's expectations about future performance and operational conditions, emphasizing the implications of the Bankruptcy Court's decision and the related risks.

Additional details:

Item Date: 2025-03-21


Company Name: Riot Platforms, Inc.


Subsidiary Name: Whinstone US, Inc.


Target Company Name: Rhodium Encore LLC


Motion Type: bankruptcy_settlement


Term Sheet Status: non-binding


Court Approval Required: true


Form Type: 10-K

Filing Date: 2025-02-28

Corporate Action: Acquisition

Type: New

Accession Number: 000155837025001888

Filing Summary: Riot Platforms, Inc. reports for the fiscal year ending December 31, 2024. During this period, the company focused on expanding its Bitcoin mining operations, including the acquisition of Whinstone and ESS Metron. The report discusses transitioning the operational capacity towards artificial intelligence and high-performance computing applications. It highlights financial information, risk factors, and the company's strategies for future growth, including demand for AI technologies and mining efficiency. The total shareholder return, revenue net from mining, and corporate governance structures are also detailed, along with significant legal proceedings affecting operations and future strategic plans. The company emphasizes sustainability and technological advancements in its mining methodologies.

Additional details:

Shares Outstanding: 350,207,536


Market Value Non Affiliates: 2.1 billion


Acquisitions: Whinstone, ESS Metron


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