UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 – Entry into a Material Definitive Agreement.
Credit Agreement
On April 22, 2025, Riot Platforms, Inc. (the “Company”) entered into a credit agreement (the “Credit Agreement”) between the Company, as the borrower, and Coinbase Credit, Inc. (the “Lender” and, together with the Company, the “Parties”), as lender, collateral agent, and administrative agent. Pursuant to the terms of the Credit Agreement, the Lender shall provide the Company with a multiple drawdown secured term loan facility in an aggregate principal amount of up to One Hundred Million Dollars (U.S. $100,000,000) (the “Loan”). All capitalized terms not defined herein shall have the meaning assigned to them in the Credit Agreement.
Credit Facility
The Loan is a secured term loan facility available in up to three drawdowns during the availability period ending two calendar months after the date of the Credit Agreement. Once repaid or prepaid, the amount borrowed may not be reborrowed.
Interest and Fees
The Loan bears interest at a rate per annum equal to (a) the greater of (i) the federal funds rate, upper limit on the date of the applicable borrowing, and (ii) 3.25%, plus (b) a margin of 4.50%. If the Company fails to pay any principal of, or any interest on, the Loan, or make any other payment of other amounts under the Credit Agreement, in each case, when the same becomes due and payable, or if an Event of Default occurs and is continuing, the Lender may require the Company to pay Default Interest.
In connection with the Company’s first drawdown, the Company shall pay to the Lender an upfront fee equal to 1.00%, totaling One Million Dollars (U.S. $1,000,000). Any fees owed under the Credit Agreement shall be paid promptly following (and in any event not more than five (5) Business Days after) any demand therefore made.
Maturity
The Loan matures 364 days from the date of the Credit Agreement. The Company may request, no later than ninety (90) days prior to the initial maturity date, that the maturity date be extended by an additional 364 days, subject to the consent of the Lender.
Security
The Company’s obligations under the Credit Agreement are 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 under a segregated custody account in the name of the Company. Such pledged financial assets shall not be used by the Lender to secure any other loan or account. All security arrangements in connection with the Credit Agreement shall be in accordance with the Pledge and Collateral Account Control Agreement, as may be amended from time to time.
Prepayment
The Company may voluntarily prepay any outstanding Loan in whole or in part, subject to a minimum of Five Million Dollars (U.S. $5,000,000) if paid in part, with at least two (2) business days’ notice. Early termination fees may apply, subject to specific exceptions. The Company must prepay the Loan in full upon a change of control, if collateral breaches the loan-to-value thresholds, or if the security interest becomes unenforceable.
Other Terms
The 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 Credit Agreement, together with the description above of certain terms of the 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 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 *† | Credit Agreement, dated April 22, 2025, between Riot Platforms, Inc. and Coinbase Credit, Inc. | |
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: April 25, 2025