RIOT BLOCKCHAIN, INC. : Regulation FD disclosure, financial statements and exhibits (form 8-K)

Clause 7.01 – Regulation FD Disclosure.

On 14 December 2022, Riot Blockchain, Inc. (“Riot”, “us”, “we”, “our” or the “Company”) issued an investor presentation, dated as of 14 December 2022, (the “Investor Presentation”) which includes updates regarding Riot’s financial condition, business and operations. A copy of the investor presentation is attached hereto as Exhibit 99.1 and is also available on the “Investors” page of our website, www.riotblockchain.com/investors, under the “Company Information – Presentations” tab.

The information provided pursuant to Item 7.01 of this Current Report on Form 8-K (this “Report”), including the investor presentation attached as Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934 , as amended (the “Exchange Act”), or otherwise subject to the obligations of this section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except that which is expressly stated by specific reference in such filing.

Warning regarding forward-looking statements

Statements in this report, including those made in the investor presentation attached as Exhibit 99.1 to this report, that reflect management’s current expectations, assumptions and estimates of future performance and financial conditions. Such statements are subject to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such statements statements. forward-looking statements. Words such as “anticipate”, “believe”, “plan”, “expect”, “intend”, “will”, “potential”, “hope” and similar expressions are intended to identify forward-looking statements. These forward-looking statements may include, but are not limited to, statements about the benefits of acquisitions, including financial and operating results, and the company’s plans, goals, expectations and intentions. Among the risks and uncertainties that could cause actual results to differ from those expressed in forward-looking statements include, but are not limited to: unaudited estimates of Bitcoin production; our future hash rate growth (EH/s); the anticipated benefits, construction schedule and costs associated with the expansion of the Navarro site; our expected schedule for deliveries of new miners; our ability to successfully deploy new miners; MW capacity under development; we may not be able to realize the anticipated benefits of immersion cooling; the integration of acquired businesses may not be successful, or such integration may take longer or be more difficult, time-consuming or costly to complete than expected; failure to otherwise realize anticipated efficiencies and strategic and financial benefits from our acquisitions; and the impact of COVID-19 on us, our customers or on our suppliers in connection with our estimated timelines. Detailed information about the factors identified by the company’s management that they believe could cause actual results to differ materially from those expressed or implied by such forward-looking statements in this press release can be found in the company’s filings with SECincluding the risks, uncertainties and other factors discussed under the sections entitled “Risk Factors” and “Caution Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the fiscal year ended 31 December 2021as amended, and the other registrations the company makes with SECcopies of these can be obtained from SECs website, www.sec.gov. All forward-looking statements included in this report, including those made in the investor presentation attached as Exhibit 99.1 to this report, are made only as of the date of this report, and the Company disclaims any intention or obligation to update or revise such forward-looking statements. – Statements that reflect events or circumstances that subsequently arise, or that the company subsequently becomes aware of, with the exception of what is required by law. Persons reading this press release are cautioned not to place undue reliance on such forward-looking statements.

Item 9.01- Accounts and exhibits.

(d)  Exhibits.

99.1 Investor presentation, dated as of 14 December 2022.

104 Interactive front page data file (embedded in the Inline XBRL document).

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