Riot Platforms Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 – Entry into a Material Definitive Agreement.
On May 19, 2025, Riot Platforms, Inc. (the “Company”) entered into an amended and restated credit agreement (the “Amended and Restated Credit Agreement”) by and between the Company, as the borrower, and Coinbase Credit, Inc., as lender, collateral agent, and administrative agent (the “Lender” and together with the Company, the “Parties”). The Amended and Restated Credit Agreement replaces in its entirety the Company’s existing credit agreement with Lender, dated April 22, 2025 (the “Original Credit Agreement”). All capitalized terms used but not defined herein have the meanings ascribed to them in the Amended and Restated Credit Agreement.
The Amended and Restated Credit Agreement amends and restates the Original Credit Agreement to, among other things: (i) increase the aggregate principal amount from $100 million to $200 million (the “Loan”); (ii) extend the Availability Period from two (2) months to three (3) months following the signing date of the Original Credit Agreement (the “Original Signing Date”); (iii) increase the number of permitted borrowings from three (3) to four (4); (v) provide for a one-time 1.00% upsize fee, equal to $1 million, payable on the effective date.
The Loan matures 364 days from the Original Signing Date. The Company may request, no later than ninety (90) days prior to the Initial Final Maturity Date, that the Final Maturity Date be extended by an additional 364 days, subject to the consent of the Lender. The Company’s obligations under the Amended and Restated Credit Agreement continued to be secured by a pledge of the Company’s financial assets, including bitcoin, USDC and cash, held in the custody of Coinbase Custody Trust Company, LLC. The Amended and Restated Credit Agreement includes representations, warranties, covenants, events of default and other customary provisions for a secured term loan facility of this type.
The foregoing description of the Amended and Restated Credit Agreement, together with the description above of certain terms of the Amended and Restated Credit Agreement, is a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Credit Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is hereby incorporated herein by reference.
Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
Item 9.01 – Financial Statements and Exhibits.
(d)Exhibits.
EXHIBIT INDEX
The following exhibits are filed or furnished herewith:
Exhibit No. |
| Description |
10.1 *† | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
† Certain schedules and appendices have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.
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 PLATFORMS, INC. | |||
By: | /s/ Colin Yee | ||
Name: | Colin Yee | ||
Title: | Chief Financial Officer | ||
Date: May 23, 2025