Item 7.01 – Regulation FD Disclosure.
On May 16, 2022, Riot Blockchain, Inc. (“Riot,”
“us,” “we,” “our,” or the “Company”) released an investor presentation, dated as of May
16, 2022, (the “Investor Presentation”) which includes updates regarding Riot’s financial position, 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 Info – Presentations” tab.
The information reported under this Item 7.01
of this Current Report on Form 8-K (this “Report”) and the Investor Presentation attached as Exhibit 99.1 to this
Report, are “furnished” and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, and shall not be
incorporated by reference into any filing we make under the Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking
Statements
Statements in this Report, including those made in
the Investor Presentation attached as Exhibit 99.1 to this Report, that are not statements of historical fact may be forward-looking statements
that reflect management’s current expectations, assumptions and estimates of future performance and economic conditions. Such statements
are made in reliance on the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such
as “anticipates,” “believes,” “plans,” “expects,” “intends,” “will,”
“potential,” “hope” and similar expressions are intended to identify forward-looking statements. The assumptions
and expectations expressed in these forward-looking statements are subject to various risks and uncertainties and, therefore, may never
materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such
forward-looking statements as a result of various risks and uncertainties. These forward-looking statements may include, but are not limited
to, statements about the benefits of our acquisitions, including our financial and operating results following these acquisitions, and
Riot’s plans, objectives, expectations and intentions for the future. Among the risks and uncertainties that could cause actual
results to differ from those expressed in forward-looking statements, include, without limitation, risks related to: our estimates of
bitcoin mining production are not audited; our future hash rate growth (expressed in terms of exahashes per second (“EH/s”));
our anticipated benefits of immersion-cooling; our expected schedule of new miner deliveries; our ability to successfully deploy the new
bitcoin mining computers we acquire; the timely completion of our expanded megawatt capacity in the City of Rockdale, Milam County, Texas;
the development of our one (1) gigawatt (“GW”) expansion in the City of Corsicana, Navarro County, Texas; the integration
of acquired businesses may not be successful, or such integration may take longer or be more difficult, time-consuming or costly to accomplish
than anticipated; failure to otherwise realize anticipated efficiencies and strategic and financial benefits from our acquisitions; future
economic conditions, performance or outlook; future political conditions; the outcome of contingencies; the impact of COVID-19 and the
ongoing global supply chain crisis that has resulted, the ongoing war in Ukraine, the growing public awareness of Climate Change and the
negative media attention given to the energy consumption of cryptocurrency mining, regardless of our efforts to control the climate impact
of our operations, and the consequences of future geo-political events on us, our customers, or on our suppliers in connection with our
estimated timelines. Detailed information regarding other factors that may cause actual results to differ materially from those expressed
or implied by statements in this Report, including the documents incorporated by reference herein, may be found in Riot’s filings
with the Securities Exchange Commission (the “SEC”), including under sections entitled “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements” of Riot’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021,
as filed with the SEC on March 16, 2022, as amended, including, but not limited to the additional
risk factors set forth in Riot’s Quarterly Report on Form 10-Q for the period ended March 31, 2022, as filed with the SEC on May
10, 2022, as well as the our other filings with the SEC, copies of which may be obtained from the SEC’s 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 and in the other documents we file with the SEC, are made only as of the date of this Report and, as applicable, the date of the
other documents we file with the SEC. Riot disclaims any intention or obligation to update or revise any forward-looking statements to
reflect events or circumstances that subsequently occur, or of which Riot hereafter becomes aware, except as required by law. Persons
reading this Report, the Investor Presentation, and the other documents we file with the SEC are cautioned not to place undue reliance
on such forward-looking statements.