Item 2.02. Results of Operations and Financial Condition

On March 16, 2022, Riot Blockchain, Inc. ("Riot," "us," "we," "our," or the "Company") issued a press release announcing financial results for the year ended December 31, 2021. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 7.01 - Regulation FD Disclosure.

On March 18, 2022, the Company released an investor presentation, dated as of March 17, 2022, (the "Investor Presentation") which includes updates regarding Riot's financial position, business, and operations. A copy the Investor Presentation is attached hereto as Exhibit 99.2 and is also available on the "Investors" page of our website, www.riotblockchain.com/investors, under the "Company Info - Presentations" tab.

The information furnished pursuant to Items 2.02 and 7.01 of this Current Report on Form 8-K (this "Report"), including the Press Release attached as Exhibit 99.1 hereto and the Investor Presentation attached as Exhibit 99.2 hereto, 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 that 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 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 Press Release attached as Exhibit 99.1 and the Investor Presentation attached as Exhibit 99.2 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 hashes per second); 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 under development; 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; and the impact of COVID-19 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 filed with the SEC on March 16, 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 Press Release attached as Exhibit 99.1 and the Investor Presentation attached as Exhibit 99.2 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 Press Release, the Investor Presentation, and the other documents we file with the SEC are cautioned not to place undue reliance on such forward-looking statements.

Item 9.01- Financial Statements and Exhibits.





(d)  Exhibits.



99.1     Press release of Riot Blockchain, Inc., dated as of March 16, 2022,
       regarding financial results for the year end December 31, 2021.

99.2     Investor Presentation, dated as of March 17, 2022.

104    Cover Page Interactive Data File (embedded within the Inline XBRL
       document).













                                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
      Name: Jeffrey McGonegal
      Title: Chief Financial Officer

Date: March 18, 2022

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