Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited combined financial statements of Ferrie Franzmann Industries as of and for the year ended December 31, 2020, and the notes related thereto, are filed herewith as Exhibit 99.1 and are incorporated by reference herein.

The unaudited combined financial statements of Ferrie Franzmann Industries as of and for the nine months ended October 2, 2021, and the notes related thereto, are filed herewith as Exhibit 99.2 and are incorporated by reference herein.

The accompanying audited combined financial statements of Ferrie Franzmann Industries as of and for the year ended December 31, 2020, and the unaudited combined financial statements of Ferrie Franzmann Industries as of and for the nine months ended October 2, 2021, and the notes related thereto include the accounts of Ferrie Franzmann Industries, LLC, (doing business as ESS Metron), as well as Tecknit Shielding Systems, Inc. ("TSSI") (which are controlled by the same owners). The December 1, 2021, acquisition of Ferrie Franzmann Industries, LLC, (doing business as ESS Metron by Riot excluded the TSSI entity and its assets, liabilities and operations, as further described in Exhibit 99.3 to this form 8-K.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet of Riot as of September 30,2021, the unaudited pro forma condensed combined statements of operations of Riot for the nine months ended September 30, 2021 and the unaudited pro forma condensed combined statements of operations of Riot for the year ended December 31, 2020, and the notes related thereto, all giving effect to the Acquisition, are filed herewith as Exhibit 99.3 and are incorporated by reference herein.

Exhibit Number Description



23.1             Consent of Crowe LLP, independent auditor for the combined
               financial statements of Ferrie Franzmann Industries
99.1             Audited combined financial statements of Ferrie Franzmann
               Industries as of and for the year December 31, 2020, and the notes
               related thereto.
99.2             Unaudited combined financial statements of Ferrie Franzmann
               Industries as of and for the nine months ended October 2, 2021, and
               the notes related thereto.
99.3             Unaudited pro forma condensed combined balance sheet of Riot
               Blockchain, Inc. as of September 30, 2021, unaudited pro forma
               condensed combined statements of operations of Riot Blockchain,
               Inc. for the nine months ended September 30, 2021, and for the year
               ended December 31, 2021, and the notes related thereto, all giving
               effect to the acquisition by Riot Blockchain, Inc. of Ferrie
               Franzmann Industries, LLC (d/b/a ESS Metron).
















                               S I G N A T U R E

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RIOT BLOCKCHAIN, INC.


  By: /s/ Jeffrey McGonegal
      Jeffrey McGonegal
      Chief Financial Officer





Date: February 16, 2022

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