Core Viewpoint - BitMine has successfully closed a $250 million private placement to adopt Ethereum (ETH) as its primary treasury reserve asset, aiming to strengthen the Ethereum ecosystem [1][2]. Group 1: Private Placement Details - The private placement was funded through a combination of cash and cryptocurrency, with participation from notable investors such as Founders Fund, Pantera, and Kraken [1]. - The proceeds will be used to purchase ETH, allowing BitMine to implement its Ethereum treasury strategy while maintaining core business operations [2]. Group 2: Ethereum Treasury Strategy - BitMine's strategy involves increasing the amount of ETH held per share and leveraging the value of ETH through reinvestment and capital market activities [3]. - The company aims to contribute to Ethereum's economic security by staking a growing share of ETH, which is expected to attract institutional capital and enhance demand for ETH [3]. Group 3: Market Context - The stablecoin market is projected to grow to $2 trillion, with Ethereum being the primary blockchain for stablecoin transactions, positioning BitMine to benefit from this growth [2]. - The adoption of stablecoins by consumers and financial services providers underscores the relevance of Ethereum in the current market landscape [2]. Group 4: Company Overview - BitMine focuses on accumulating cryptocurrencies for long-term investment, with operations in Bitcoin mining and advisory services related to Bitcoin [7]. - The company operates in low-cost energy regions, enhancing its operational efficiency [7].

[Part I – FINANCIAL INFORMATION](index=4&type=section&id=Part%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) The unaudited interim financial statements reflect a reverse stock split, new accounting standards, and new revenue streams [Balance Sheets](index=7&type=section&id=Balance%20Sheets) Total assets grew to $8.27 million while total liabilities increased to $5.39 million, resulting in decreased stockholders' equity Balance Sheet Summary (as of May 31, 2025 vs. August 31, 2024) | Account | May 31, 2025 (Unaudited) | August 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$8,265,816** | **$7,283,529** | | Cash and cash equivalents | $1,473,501 | $499,270 | | Cryptocurrency | $173,916 | $14,966 | | Fixed assets, net | $2,113,258 | $1,699,744 | | Fixed assets - not in service | $3,089,565 | $3,071,565 | | **Total Liabilities** | **$5,387,860** | **$3,195,530** | | Customer advances | $1,804,546 | $703,500 | | Loans payable-related party | $1,875,000 | $1,625,000 | | **Total Stockholders' Equity** | **$2,877,956** | **$4,087,999** | [Statements of Operations](index=8&type=section&id=Statements%20of%20Operations) Revenue grew to $4.77 million, but a non-cash deemed dividend widened the net loss attributable to common stockholders to $5.72 million Statement of Operations Summary (Nine Months Ended May 31) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Total Revenue | $4,770,110 | $2,627,913 | | Revenue from self-mining | $2,814,133 | $2,378,507 | | Revenue from leasing | $1,074,561 | $– | | Gross Profit | $915,794 | $649,391 | | Loss from Operations | $(2,265,594) | $(1,787,010) | | Net Loss | $(2,754,391) | $(2,478,632) | | Deemed dividend on Series A Preferred Stock | $(2,960,648) | $– | | Net loss attributable to common stockholders | $(5,715,039) | $(2,478,632) | | Basic and diluted (loss) per common share | $(2.62) | $(0.99) | [Statements of Cash Flows](index=11&type=section&id=Statements%20of%20Cash%20Flows) Net cash from operations improved significantly to $1.37 million, leading to a $0.97 million increase in total cash and equivalents Cash Flow Summary (Nine Months Ended May 31) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $1,365,868 | $(247,017) | | Net cash (used in) investing activities | $(18,000) | $(67,526) | | Net cash provided by (used in) financing activities | $(373,637) | $325,000 | | **Net increase in cash and cash equivalents** | **$974,231** | **$10,457** | | **Cash and cash equivalents at end of period** | **$1,473,501** | **$281,004** | [Notes to the Unaudited Interim Financial Statements](index=12&type=section&id=Notes%20to%20the%20Unaudited%20Interim%20Financial%20Statements) Notes detail a reverse stock split, new MaaS revenue, a deemed dividend, and significant subsequent events including a public offering - On May 15, 2025, the company executed a **1-for-20 reverse stock split** of its common stock to meet listing requirements for a national securities exchange[35](index=35&type=chunk)[122](index=122&type=chunk) - The company early adopted ASC 350-60 on September 1, 2024, requiring **bitcoin holdings to be measured at fair value** each reporting period, with changes recorded in net income[70](index=70&type=chunk)[87](index=87&type=chunk) - New Mining-as-a-Service (MaaS), leasing, and consulting revenue streams were introduced, primarily through agreements with KULR Technology Group, Inc., generating **$1,074,561 in lease revenue** and **$35,068 in consulting revenue** in Q3 2025[60](index=60&type=chunk)[63](index=63&type=chunk)[64](index=64&type=chunk) - A reduction in the Series A Preferred stock conversion price from $11.50 to $4.00 per share resulted in a **one-time, non-cash deemed dividend charge of $2,960,648**[133](index=133&type=chunk)[248](index=248&type=chunk) - Subsequent to the quarter-end, the company closed a public offering with **net proceeds of $16.15 million**, listed on the NYSE American, and announced a planned **$250 million private placement** to establish an Ethereum (ETH) treasury[157](index=157&type=chunk)[167](index=167&type=chunk)[169](index=169&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses revenue growth, a widened net loss, and significant post-quarter liquidity events including a public offering [Overview](index=35&type=section&id=Overview) The company's strategy focuses on bitcoin accumulation and an expanded Mining-as-a-Service (MaaS) business model - The core business strategy involves **accumulating bitcoin for long-term investment** through mining and direct purchases, funded by equity and debt financing[173](index=173&type=chunk) - The company has expanded into a **Mining-as-a-Service (MaaS) model**, offering hardware sales/leasing, operational management, and financial/compliance support[177](index=177&type=chunk) - As of May 31, 2025, the company had a total of **3,790 ASIC miners**, with 3,392 installed and operational across sites in Trinidad and Texas[195](index=195&type=chunk) [Results of Operations](index=38&type=section&id=Results%20of%20Operations) Revenue grew 81.5% to $4.77 million, while a $2.96 million deemed dividend drove a significant increase in net loss Revenue Comparison (Nine Months Ended May 31) | Revenue Source | 2025 | 2024 | | :--- | :--- | :--- | | Self-mining | $2,814,133 | $2,378,507 | | Leasing | $1,074,561 | $– | | Sale of mining equipment | $846,347 | $210,662 | | Consulting | $35,068 | $– | | Hosting | $– | $38,743 | | **Total Revenue** | **$4,770,110** | **$2,627,913** | Operating Expenses Comparison (Nine Months Ended May 31) | Expense Category | 2025 | 2024 | | :--- | :--- | :--- | | Officers compensation | $1,109,148 | $630,829 | | Employee shareholder compensation | $541,251 | $383,304 | | Professional fees | $536,670 | $420,124 | | **Total Operating Expenses** | **$3,181,387** | **$2,436,401** | - The net loss for the nine months ended May 31, 2025, was significantly impacted by a **$2,960,648 deemed dividend charge** resulting from the repricing of Series A Convertible Preferred Stock[133](index=133&type=chunk)[248](index=248&type=chunk) [Liquidity and Capital Resources](index=48&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity was significantly enhanced post-quarter by a $16.15 million public offering and debt restructuring - In June 2025, the company closed a public offering, raising **net proceeds of $16,150,000**, and listed its common stock on the NYSE American exchange[157](index=157&type=chunk)[252](index=252&type=chunk) - Debt owed to related party IDI was settled post-quarter end by converting it into a **new $1M term loan**, a **$600k asset swap**, and the remainder into **99,523 shares of common stock**[165](index=165&type=chunk)[253](index=253&type=chunk)[255](index=255&type=chunk) - The company entered into an agreement for a private placement to raise approximately **$250 million to implement an Ethereum (ETH) treasury strategy**, making ETH its primary treasury reserve asset[169](index=169&type=chunk)[254](index=254&type=chunk) Cash Flow Summary (Nine Months Ended May 31) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $1,365,868 | $(247,017) | | Net cash used in investing activities | $(18,000) | $(67,526) | | Net cash provided by (used in) financing activities | $(373,637) | $325,000 | | **Net increase in cash** | **$974,231** | **$10,457** | [Quantitative and Qualitative Disclosures about Market Risk](index=50&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, this disclosure is not required - The company is a **smaller reporting company** and is not required to provide quantitative and qualitative disclosures about market risk[266](index=266&type=chunk) [Controls and Procedures](index=50&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes in internal controls - The Principal Executive Officer and Principal Financial Officer concluded that the company's **disclosure controls and procedures were effective** as of May 31, 2025[267](index=267&type=chunk) - **No changes in internal control over financial reporting** occurred during the quarter ended May 31, 2025, that materially affected, or are reasonably likely to materially affect, internal controls[268](index=268&type=chunk) [Part II – OTHER INFORMATION](index=51&type=section&id=Part%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=51&type=section&id=Item%201.%20Legal%20Proceedings) The company is not aware of any threatened or pending litigation - The company is **not currently a party** to any known threatened or pending legal proceedings[270](index=270&type=chunk) [Risk Factors](index=51&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, this disclosure is not required - The company is a **smaller reporting company** and is not required to provide risk factor disclosures in its Form 10-Q[271](index=271&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=51&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued 70,000 unregistered shares for services, exempt under Section 4(a)(2) of the Securities Act - Issued **61,500 shares** to officers and directors for accrued 2025 services, valued at $5.78 per share[277](index=277&type=chunk) - Issued **8,500 shares** to two service providers in lieu of cash, valued at $5.78 per share[277](index=277&type=chunk) - All unregistered sales were deemed **exempt under Section 4(a)(2)** of the Securities Act[272](index=272&type=chunk) [Defaults Upon Senior Securities](index=51&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[274](index=274&type=chunk) [Mine Safety Disclosures](index=51&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[275](index=275&type=chunk) [Other Information](index=51&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated a Rule 10b5-1 trading arrangement during the quarter - No director or officer adopted or terminated a **Rule 10b5-1 trading arrangement** during the quarter[276](index=276&type=chunk) [Exhibits](index=52&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including officer certifications and Inline XBRL data files - Exhibits filed include CEO and CFO certifications under **Sarbanes-Oxley Sections 302 and 906**, and all required Inline XBRL documents[279](index=279&type=chunk)

Company Overview - BitMine Immersion Technologies, Inc. is focused on the accumulation of Bitcoin for long-term investment through its Bitcoin mining operations and capital raising transactions [1][2] - The company operates in low-cost energy regions including Trinidad, Pecos, Texas, and Silverton, Texas [2] Recent Developments - BitMine announced the purchase of 100 Bitcoin for its Bitcoin Treasury business line, funded by its recent common stock offering that closed on June 6, 2025 [1] - CEO Jonathan Bates expressed excitement about the first open market purchase of Bitcoin and indicated plans for more purchases in the future [2]

Table of Contents As filed with the United States Securities and Exchange Commission on May 27, 2025 Registration No. 333-284361 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 3) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 7374 84-3986354 (Primary Standard Industrial Classification Co ...

Part I [Item 1. Financial Statements (unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20%28unaudited%29) Unaudited interim financial statements for Bitmine Immersion Technologies, Inc. are presented, covering Balance Sheets, Statements of Operations, Stockholders' Equity, and Cash Flows, with detailed accounting notes [Financial Statements](index=7&type=section&id=Financial%20Statements) Financial statements show total assets increased to **$7.5 million** and liabilities to **$4.6 million**; revenue grew to **$2.7 million**, but net loss widened to **$5.1 million** due to a deemed dividend, with cash slightly decreasing Balance Sheet Summary (Unaudited) | Account | Feb 28, 2025 ($) | Aug 31, 2024 ($) | | :--- | :--- | :--- | | Cash and cash equivalents | 482,951 | 499,270 | | Total current assets | 1,148,553 | 1,563,679 | | Total assets | 7,500,676 | 7,283,529 | | Total current liabilities | 4,597,248 | 3,130,885 | | Total liabilities | 4,647,527 | 3,195,530 | | Total stockholders' equity | 2,853,149 | 4,087,999 | Statement of Operations Summary (Unaudited, Six Months Ended) | Metric | Feb 28, 2025 ($) | Feb 29, 2024 ($) | | :--- | :--- | :--- | | Total revenue | 2,718,252 | 1,402,921 | | Gross profit | 424,922 | 427,704 | | Loss from operations | (1,797,641) | (1,258,591) | | Net loss | (2,131,629) | (1,830,522) | | Deemed dividend on Series A Preferred Stock | (2,960,648) | 0 | | Net loss attributable to common stockholders | (5,092,277) | (1,830,522) | | Basic and diluted (loss) per common share | (0.12) | (0.04) | Statement of Cash Flows Summary (Unaudited, Six Months Ended) | Cash Flow Activity | Feb 28, 2025 ($) | Feb 29, 2024 ($) | | :--- | :--- | :--- | | Net cash (used in) operating activities | (310,144) | (204,304) | | Net cash (used in) investing activities | (18,000) | (48,946) | | Net cash provided by financing activities | 311,825 | 325,000 | | Net (decrease) increase in cash | (16,319) | 71,749 | [Notes to the Unaudited Interim Financial Statements](index=11&type=section&id=Notes%20to%20the%20Unaudited%20Interim%20Financial%20Statements) Notes detail key financial events and accounting policies, including early adoption of ASC 350-60 for crypto assets, a Hash Rate Sale Agreement, related-party transactions, a **$2.96 million** non-cash deemed dividend, and the non-renewal of a key hosting contract - The company's primary business is creating hosting centers for bitcoin mining computers, utilizing immersion cooling technology, and mining bitcoin for its own account[26](index=26&type=chunk)[27](index=27&type=chunk) - The company elected to early adopt ASC 350-60, which requires crypto assets to be measured at fair value with changes recorded in net income, resulting in a **$0** cumulative-effect change upon adoption on September 1, 2024[75](index=75&type=chunk) Revenue Disaggregation (Six Months Ended) | Revenue Source | Feb 28, 2025 ($) | Feb 29, 2024 ($) | | :--- | :--- | :--- | | Sale of mining equipment | 717,147 | 190,192 | | Hosting | 0 | 21,980 | | Self-mining | 2,001,105 | 1,190,749 | | **Total Revenue** | **2,718,252** | **1,402,921** | - As of February 28, 2025, the company had **$3,228,600** in fixed assets not yet in service, primarily consisting of transformers, immersion containers, and ASIC miners[80](index=80&type=chunk)[81](index=81&type=chunk) - A note receivable from the ROC Digital joint venture is in default, leading the company to write down its value to an estimated net realizable value of **$468,056** and record a bad debt expense of **$124,815**[87](index=87&type=chunk)[175](index=175&type=chunk) - The company relies on a line of credit from IDI, a related party controlled by the CEO and CFO, with an outstanding principal of **$1,875,000** and interest of **$444,540** as of February 28, 2025[89](index=89&type=chunk)[90](index=90&type=chunk) - The issuance of Series B Preferred Stock triggered an anti-dilution provision, lowering the conversion price of Series A Preferred Stock, which resulted in a non-cash deemed dividend charge of **$2,960,648**[108](index=108&type=chunk) - Subsequent to the quarter end, a key hosting agreement with Soluna SW, LLC for **1,095** ASIC miners was not renewed, requiring the company to find an alternative solution for these miners[133](index=133&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's digital asset mining and hosting operations, highlighting revenue growth from self-mining, increased operating costs, a substantial net loss due to a deemed dividend, and tight liquidity reliant on related-party debt, with plans for a public offering [Overview and Operations](index=29&type=section&id=MD%26A%20-%20Overview%20and%20Operations) The company's business focuses on bitcoin self-mining and hosting using immersion cooling, driven by bitcoin price and network difficulty, with operations across Trinidad, Texas, and Kentucky, totaling **4,640** miners, of which **4,204** are operational - The company's business is building industrial-scale digital asset mining, equipment sales, and hosting operations, with a focus on immersion cooling to reduce energy costs and extend equipment life[135](index=135&type=chunk)[136](index=136&type=chunk) Key Bitcoin Mining Metrics (Change from Aug 31, 2024 to Feb 28, 2025) | Metric | Feb 28, 2025 | Aug 31, 2024 | Percent Change | | :--- | :--- | :--- | :--- | | Network hash rate (EH/s) | 797.818 | 620.355 | 28.61% | | Difficulty index (trillion) | 110.57 | 89.47 | 23.58% | | Bitcoin market price ($) | 84,705.63 | 58,969.90 | 43.64% | ASIC Miner Inventory Summary (as of Feb 28, 2025) | Site | Present | Installed | Immersion/Air-cooled | | :--- | :--- | :--- | :--- | | Trinidad | 500 | 367 | Immersion | | Pecos, Texas | 145 | 145 | Immersion | | Murray, Kentucky | 1,095 | 1,095 | Air Cooled | | Silverton, TX | 2,900 | 2,597 | Air Cooled | | **Total** | **4,640** | **4,204** | | [Results of Operations](index=32&type=section&id=MD%26A%20-%20Results%20of%20Operations) Revenue for the six months ended Feb 28, 2025, increased **94%** to **$2.7 million**, driven by self-mining and equipment sales, but operating expenses rose **32%** to **$2.2 million**, leading to a net loss of **$5.1 million** due to a **$2.96 million** deemed dividend Revenue Comparison (Three Months Ended) | Revenue Source | Feb 28, 2025 ($) | Feb 29, 2024 ($) | | :--- | :--- | :--- | | Self-mining | 1,517,422 | 861,026 | | Equipment Sales | 0 | 20,471 | | Hosting | 0 | 10,116 | | **Total Revenue** | **1,517,422** | **891,613** | Revenue Comparison (Six Months Ended) | Revenue Source | Feb 28, 2025 ($) | Feb 29, 2024 ($) | | :--- | :--- | :--- | | Self-mining | 2,001,105 | 1,190,749 | | Equipment Sales | 717,147 | 190,192 | | Hosting | 0 | 21,980 | | **Total Revenue** | **2,718,252** | **1,402,921** | - Operating expenses for the six months ended Feb 28, 2025, increased to **$2.22 million** from **$1.69 million** year-over-year, primarily due to a **109%** increase in officers' compensation and a **377%** increase in directors' compensation, largely from new stock and cash accruals[199](index=199&type=chunk)[200](index=200&type=chunk) - The net loss attributable to common stockholders for the six months ended Feb 28, 2025, was **$5,092,277**, which included a one-time, non-cash deemed dividend charge of **$2,960,648** related to the repricing of Series A Preferred Stock[204](index=204&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=MD%26A%20-%20Liquidity%20and%20Capital%20Resources) With **$482,951** cash, the company relies on related-party debt and equipment financing, pursuing a public offering and reverse stock split for national exchange listing, while management believes current liquidity is sufficient for 12 months but additional capital is needed for growth - As of February 28, 2025, the company had **$482,951** in cash and is primarily funded by related-party loans and equipment financing[206](index=206&type=chunk) - The company has engaged ThinkEquity LLC for a best-efforts firm underwritten public offering and is planning a reverse stock split to list on a national exchange (NYSE Amex or NASDAQ)[208](index=208&type=chunk)[209](index=209&type=chunk) - An agreement is in place with related-party lender IDI to restructure its debt upon a successful public offering, involving conversion to a term loan, an exchange for a note receivable, and conversion of the balance to common stock[210](index=210&type=chunk)[213](index=213&type=chunk) - Management believes it has sufficient liquidity for the next 12 months but will need additional capital to expand its business and pay market compensation to officers[211](index=211&type=chunk)[212](index=212&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Bitmine Immersion Technologies, Inc. is exempt from providing market risk disclosures - The company is a smaller reporting company and is not required to provide the information called for by this Item[221](index=221&type=chunk) [Item 4. Controls and Procedures](index=44&type=section&id=Item%204.%20Controls%20and%20Procedures) The company's disclosure controls and procedures were deemed effective as of February 28, 2025, with no material changes in internal control over financial reporting during the quarter - The Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were effective as of February 28, 2025[222](index=222&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended February 28, 2025, that have materially affected, or are reasonably likely to materially affect, internal controls[223](index=223&type=chunk) Part II – OTHER INFORMATION [Item 1. Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) The company's officers and directors are unaware of any threatened or pending litigation - Officers and directors are not aware of any threatened or pending litigation to which the company is a party[225](index=225&type=chunk) [Item 1A. Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Bitmine Immersion Technologies, Inc. is exempt from providing risk factor disclosures - The company is a smaller reporting company and is not required to provide the information under this item[226](index=226&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not issue any securities in unregistered transactions during the three months ended February 28, 2025 - During the three months ended February 28, 2025, the company did not issue any securities in unregistered transactions[227](index=227&type=chunk) [Item 3. Defaults Upon Senior Securities](index=45&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[228](index=228&type=chunk) [Item 4. Mine Safety Disclosures](index=45&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[229](index=229&type=chunk) [Item 5. Other Information](index=45&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 trading arrangements during the quarter - During the three months ended February 28, 2025, none of the company's directors or officers adopted or terminated a Rule 10b5-1 trading arrangement[230](index=230&type=chunk) [Item 6. Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including officer certifications and Inline XBRL data files - The exhibits filed with the report include officer certifications pursuant to Sarbanes-Oxley Sections 302 and 906, and various Inline XBRL documents[232](index=232&type=chunk)

Table of Contents As filed with the United States Securities and Exchange Commission on April 9, 2025 Registration No. 333-284361 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 7374 84-3986354 (Primary Standard Industrial Classification C ...

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 7374 84-3986354 (Primary Standard Industrial Classification Code Number) Table of Contents As filed with the United States Securities and Exchange Commission on February 14, 2025. Registration No. 333-284361 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A ( ...

Table of Contents As filed with the United States Securities and Exchange Commission on January 21, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________ BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 7374 84-3986354 (Primary Standard Industrial Classification Code ...

[First Fiscal Quarter 2025 Financial Results Overview](index=1&type=section&id=First%20Fiscal%20Quarter%202025%20Financial%20Results%20Overview) BitMine's Q1 FY2025 saw 135% revenue growth to $1,200,830, with a GAAP net loss of $(3,935,386) due to a deemed dividend [Condensed Statements of Operations (GAAP & Non-GAAP)](index=1&type=section&id=Condensed%20Statements%20of%20Operations%20(GAAP%20%26%20Non-GAAP)) BitMine's Q1 FY2025 GAAP statements show $1,200,830 total revenue (up 135%) and a $(3,935,386) net loss due to a deemed dividend | Metric | Three months ended Nov 30, 2024 (GAAP) ($) | Three months ended Nov 30, 2023 (GAAP) ($) | | :-------------------------------- | :------------------------------------- | :------------------------------------- | | Revenue from sale of mining equipment | $717,147 | $169,721 | | Revenue from hosting | – | $11,864 | | Revenue from self-mining | $483,683 | $329,723 | | Total revenue | $1,200,830 | $511,308 | | Total operating expenses | $1,004,224 | $715,962 | | Loss from operations | $(884,018) | $(611,880) | | Other income (expense), net | $(90,720) | $(317,990) | | Net loss | $(974,738) | $(929,870) | | Deemed dividend on Series A Preferred Stock | $(2,960,648) | – | | Net loss attributable to common stockholders | $(3,935,386) | $(929,870) | | Basic and diluted (loss) per common share | $(0.08) | $(0.02) | | Weighted-average common shares outstanding | 47,422,058 | 49,748,705 | [GAAP Financial Highlights](index=2&type=section&id=GAAP%20Financial%20Highlights) Q1 FY2025 GAAP highlights show 135% revenue growth to $1,200,830, 4,640 owned miners, and a $(3,935,386) net loss | Metric | Q1 FY2025 ($) | Q1 FY2024 ($) | Change (YoY) | | :----- | :-------- | :-------- | :----------- | | Revenue | $1,200,830 | $511,308 | +135% | - As of November 30, 2024, BitMine owned **4,640 miners**, a significant increase from **1,606 owned miners** as of November 30, 2023[3](index=3&type=chunk) | Metric | Q1 FY2025 ($) | Q1 FY2024 ($) | | :-------------------------- | :-------- | :-------- | | Cash (used in) operating activities | $(95,934) | $(45,290) | - Net loss attributable to common shareholders increased to **$3,935,386** in Q1 FY2025 from **$929,870** in Q1 FY2024, primarily due to a one-time non-cash deemed dividend of **$2,960,648** on Series A Preferred stock[3](index=3&type=chunk) - Basic and diluted loss per common share was **$(0.08)** in Q1 FY2025, compared to **$(0.02)** in Q1 FY2024[4](index=4&type=chunk) [Non-GAAP Financial Highlights and Definitions](index=2&type=section&id=Non-GAAP%20Financial%20Highlights%20and%20Definitions) Q1 FY2025 non-GAAP results, adjusted for a deemed dividend, show an adjusted net loss of $(974,738) and $(0.02) adjusted loss per share - Adjusted net loss attributable to common shareholders is defined as GAAP net loss attributable to common shareholders minus **$2,960,648** in deemed dividends attributable to Series A Convertible Preferred Stock[5](index=5&type=chunk) - Adjusted basic and diluted loss per common share is defined as GAAP basic and diluted loss per common share minus deemed dividends attributable to Series A Convertible Preferred Stock[5](index=5&type=chunk) | Metric | Q1 FY2025 (Adjusted) ($) | Q1 FY2024 (Adjusted) ($) | | :------------------------------------- | :------------------- | :------------------- | | Adjusted net loss attributable to common shareholders | $974,738 | $929,870 | | Adjusted basic and diluted loss per common share | $(0.02) | $(0.02) | [Management Commentary](index=2&type=section&id=Management%20Commentary) CEO Jonathan Bates highlighted revenue growth, cost-effective operations nearing cash flow breakeven, and successful miner deployment - BitMine continues to grow revenue while maintaining a cost structure that leverages overhead and is close to breakeven on a cash flow basis[7](index=7&type=chunk) - The company substantially increased the number of miners in the field despite the halving of Bitcoin rewards and consistent Bitcoin network difficulty increases[7](index=7&type=chunk) - Management attributes success to the team's work ethic and willingness to pursue creative approaches to financing the mining fleet, distinguishing BitMine from peers[7](index=7&type=chunk) [Operational Update](index=2&type=section&id=Operational%20Update) BitMine expanded mining capacity with 3,000 new miners in Q1 FY2025, expecting to triple self-mining revenue upon full deployment - BitMine purchased **3,000 additional miners** during Q1 FY2025, with approximately **2,600 installed** in a Silverton, Texas hosting facility throughout December[8](index=8&type=chunk) - Approximately **400 of the 3,000 new miners** experienced operational issues, are under warranty, and are currently being replaced, with full hashing expected in the coming weeks[8](index=8&type=chunk) - This added mining capacity is expected to approximately **triple self-mining revenue** once fully installed[8](index=8&type=chunk) [About Bitmine Immersion Technologies, Inc.](index=3&type=section&id=About%20Bitmine%20Immersion%20Technologies%2C%20Inc.) BitMine is a technology company focused on Bitcoin mining using immersion technology for efficiency, lower costs, and environmental benefits - BitMine is a technology company focused on Bitcoin mining using immersion technology, an advanced cooling technique where computers are submerged in specialized oil[9](index=9&type=chunk) - Immersion technology is more environmentally friendly, lowers operating expenses, and increases yield compared to conventional mining methods[9](index=9&type=chunk) - BitMine's operations are strategically located in low-cost energy regions including Trinidad, Pecos (Texas), Silverton (Texas), and Murray (Kentucky)[9](index=9&type=chunk) [Additional Information](index=3&type=section&id=Additional%20Information) This section provides standard disclosures regarding forward-looking statements and company contact information [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This section contains standard forward-looking statements, subject to risks and uncertainties, with no obligation to update unless legally required - This press release contains forward-looking statements that involve risks and uncertainties, and actual future performance may differ materially from those expressed[10](index=10&type=chunk) - Forward-looking statements are subject to numerous conditions beyond BitMine's control, including those detailed in the Risk Factors section of the company's Annual Report on Form 10-K filed with the SEC, and BitMine undertakes no obligation to update these statements except as required by law[10](index=10&type=chunk) [Contact Information](index=3&type=section&id=Contact%20Information) Contact information for BitMine Immersion Technologies, Inc. is provided, with Jonathan Bates as Chairman and CEO - For more information, contact Jonathan Bates, Chairman and CEO, via info@bitminetech.io or visit https://www.bitminetech.io[11](index=11&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission file number: 000-56220 BITMINE IMMERSION TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) | Del ...