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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 22)
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Bitfarms Ltd. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
09173B107 (CUSIP Number) |
Riot Platforms, Inc. 3855 Ambrosia Street, Suite 301, Castle Rock, CO, 80109 303-794-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 09173B107 |
| 1 |
Name of reporting person
Riot Platforms, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NEVADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
25,675,522.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares | |
| (b) | Name of Issuer:
Bitfarms Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
110 YONGE STREET, SUITE 1601, TORONTO,
ONTARIO, CANADA
, M5C 1T4. | |
Item 1 Comment:
This Amendment No. 22 to Schedule 13D ("Amendment No. 22") relates to the Schedule 13D filed on May 28, 2024 (as amended by Amendment No. 1, dated May 29, 2024, Amendment No. 2, dated June 4, 2024, Amendment No. 3 dated June 5, 2024, Amendment No. 4 dated June 12, 2024, Amendment No. 5 dated June 13, 2024, Amendment No. 6 dated June 24, 2024, Amendment No. 7 dated July 31, 2024, Amendment No. 8 dated August 5, 2024, Amendment No. 9 dated August 9, 2024, Amendment No. 10 dated August 14, 2024, Amendment No. 11 dated August 21, 2024, Amendment No. 12 dated September 5, 2024, Amendment No. 13 dated September 23, 2024, Amendment No. 14 dated April 9, 2025, Amendment No. 15 dated June 6, 2025, Amendment No. 16 dated June 20, 2025, Amendment No. 17 dated July 1, 2025, Amendment No. 18 dated July 8, 2025, Amendment No. 19 dated July 16, 2025, Amendment No. 20 dated July 23, 2025 and Amendment No. 21 dated August 8, 2025, the "Schedule 13D") by Riot Platforms, Inc., a Nevada corporation (the "Reporting Person"), relating to the Common Shares, no par value per share (the "Common Shares"), of Bitfarms Ltd., a corporation incorporated under the Canada Business Corporations Act and continued under the Business Corporations Act (Ontario) (the "Company"), whose principal executive offices are located at 110 Yonge Street, Suite 1601, Toronto, Ontario, M5C 1T4. As a result of the transactions described herein, the filing of this Amendment No. 22 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Person.
Except as specifically amended by this Amendment No. 22, the Schedule 13D is unchanged. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) and (b) of the Schedule 13D is hereby amended and restated to read in full as follows:
The aggregate number and percentage of the Common Shares that are beneficially owned by the Reporting Person and as to which the Reporting Person has sole voting power, shared voting power, sole dispositive power and shared dispositive power are set forth on the cover page of this Statement, and such information is incorporated herein by reference. The percentage used herein is calculated based on an aggregate of 552,599,613 Common Shares outstanding, based on the information contained in the Company's management's discussion and analysis for the three and six months ended June 30, 2025, filed as Exhibit 99.2 to the Company's Form 6-K on August 12, 2025. | |
| (b) | The information in Item 5(a) of this Amendment No. 22 is incorporated herein by reference. | |
| (c) | Information concerning the Common Shares sold by the Reporting Person since the Reporting Person's last filing on Schedule 13D is set forth in Schedule A hereto and is incorporated herein by reference. Except as described in this Amendment No. 22, none of the Reporting Person nor any director or officer of the Reporting Person has effected any transactions in the Common Shares since the Reporting Person's last filing on Schedule 13D. | |
| (d) | Not applicable. | |
| (e) | On August 18, 2025, the Reporting Person ceased to be the beneficial owner of more than five percent of the Company's Common Shares. As a result, this Amendment No. 22 serves as an exit filing for the Reporting Person. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1: Schedule A to Item 5 of this Amendment No. 22 | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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