BITMINE IMMERSION TECHNOLOGIES, INC.

Overview

Bitmine Immersion Technologies, Inc. is a U.S.-based digital asset technology company focused on acquiring, holding and actively managing ETH as its primary treasury reserve asset. Through equity and other capital markets transactions, we provide investors with indirect exposure to ETH by deploying offering proceeds to acquire and manage ETH within our corporate treasury.

From 2021 through mid-2025, we built and operated sites utilizing immersion cooling, conducted self-mining, provided hosting/mining-as-a-service, leased, and sold equipment and related infrastructure. Beginning in the third calendar quarter of 2025, management refined the business to prioritize (i) digital asset ecosystem services (including consulting/advisory), and (ii) disciplined digital asset treasury management, while winding down proprietary self-mining exposure and deferring new site buildouts. This evolution reflects our assessment of post-halving economics, capital allocation discipline, and market demand for digital asset-adjacent services.

Our results are now driven primarily by:

In July 2025, we strengthened our liquidity and expanded our access to capital through a public offering of common stock and related private placements, and by establishing a shelf registration statement and our ATM Program (as defined below) for at-the-market equity issuances.

Company Developments

The Company was originally engaged in digital asset mining and related infrastructure services, including (i) proprietary and synthetic BTC mining utilizing immersion-cooling technology; (ii) hosting and managed services for institutional customers; and (iii) consulting, equipment sales and leasing.

Beginning in the third calendar quarter of 2025, management reoriented the business to prioritize (i) ETH treasury operations; (ii) BTC ecosystem services, including consulting and advisory engagements and equipment leasing; (iii) facilitation and optimization of third-party power and hosting arrangements; and (iv) disciplined BTC treasury management while winding down proprietary self-mining exposure and deferring new site buildouts.

We completed an uplisting of our common stock to the NYSE American in early June 2025, transitioning from the OTCQX Best Market (the “Uplisting”). Concurrently with our Uplisting, we completed an underwritten public offering of common stock in early June 2025, and the underwriters subsequently exercised the overallotment option through late June into July 2025. In July 2025, we established an at-the-market program (our “ATM Program”) pursuant to our shelf registration statement, permitting sales of up to $20,000,000 of our common stock from time to time, subject to market conditions. Separately, in June and July 2025 we completed private placement offerings in which we sold equity and equity-linked securities, including to institutional investors, to advance our ETH Treasury Strategy (as defined below) and for general corporate purposes.

We deployed proceeds from our June 2025 public offering to initiate a BTC treasury, purchasing approximately 154.167 BTC. Beginning in late June 2025, we broadened our digital asset treasury strategy to include ETH. Over the course of the third quarter of 2025, we announced multiple milestones reflecting substantial ETH acquisitions funded in part by private placements and sales under our ATM Program. Our stated objective is to establish a leading position as an institutional ETH holder alongside our ongoing BTC-focused mining and related activities.

We strengthened our governance and management resources to support this growth. In June 2025, we expanded our board of directors (the “Board”) leadership by appointing Thomas J. Lee, a leader in financial investments and treasury strategies, as Chairman. We also entered into strategic advisory arrangements to support our capital markets, ETH treasury, and industry engagement initiatives in July 2025.

Collectively, these actions reflect the evolution of our strategy to hone a disciplined digital asset treasury program while broadening our revenue opportunities through an asset-light hashrate procurement and advisory model.

Our Strategy

Our business integrates (i) a digital asset treasury anchored in ETH with (ii) an operating platform historically focused on BTC mining and hosting. We seek to accumulate and hold ETH on a long-term basis within a disciplined treasury framework, and we may participate in staking or staking-adjacent activities where risk-adjusted returns, liquidity and regulatory considerations are acceptable. We maintain flexibility to mine or hold BTC when market economics are attractive. We prioritize robust custody, cybersecurity, segregation of duties and counterparty oversight, and we evaluate opportunities in ETH-adjacent services—including advisory—consistent with an asset-light operating model.

The principal components of our strategy are:

ETH Treasury Strategy

We seek to accumulate and hold ETH on a long-term basis, implementing controls over custody, counterparty exposure, and liquidity. Our strategy focuses on pursuing opportunities to increase the amount of ETH in the treasury, including through staking, restaking, liquid staking and other decentralized finance activities. We may deploy ETH into staking or other yield-generative protocols where risk-adjusted returns, liquidity and regulatory considerations are acceptable. We believe ETH’s role as a programmable settlement asset and its network-driven cash flows create a compelling long-term investment thesis.

*** BTC Exposure***

We maintain flexibility to mine or hold BTC when market economics and risk-reward profiles are attractive, leveraging our immersion-cooling expertise and variable-cost structure. We view our BTC holdings as long-term investments and expect to continue to accumulate BTC. We have not set a specific target for the amount of BTC we seek to hold and will continue to monitor market conditions to determine whether to engage in additional financings to purchase more BTC. Our BTC mining operations currently focus on placing new miners with third-party hosting firms because we do not have the data center capacity to accommodate new miners. Hosting services include the provision of mining equipment and energized space, as well as monitoring, troubleshooting, repair, and maintenance of customer mining equipment. Over the long term, we plan to build data centers for our miners because we believe our total cost of operating the miners will be lower than our total cost using third-party hosting firms.

Our Holdings

As of November 20, 2025, our combined digital asset holdings totaled approximately $8,281,532,000, consisting primarily of ETH, along with a smaller BTC position, equity interests in certain digital asset companies, and cash. Based on publicly available information, the Company reigns as the largest ETH treasury and second largest global treasury, behind Strategy Inc. (NASDAQ:MSTR), which owns 641,692 BTC valued at $61 billion, as of November 16, 2025. The Company remains the largest ETH treasury in the world.

ETH and the ETH Ecosystem

Ethereum is a decentralized, open-source blockchain network enabling programmable smart contracts and decentralized applications. ETH is the native digital asset of the Ethereum network and is used as the unit of account to pay for transaction fees (“gas”), validator rewards, and computation. Since its launch in 2015, Ethereum has become the leading programmable settlement layer for decentralized finance, tokenization, and digital assets infrastructure, and it is the second-largest blockchain by market capitalization. Following Ethereum’s transition to proof-of-stake consensus in September 2022, the network’s energy consumption declined materially and a validator-based system for securing the network and earning staking rewards was introduced.

We believe that the growth and maturation of the Ethereum ecosystem has direct implications for our business model, which integrates (i) an ETH-anchored corporate treasury focused on disciplined accumulation and risk-managed yield generation, and (ii) a capital-light operating platform providing Ethereum-adjacent services. We view the following Ethereum ecosystem developments as particularly relevant to our long-term strategy:

Network scale and usage. Ethereum’s utility as a programmable settlement layer supports a broad and diversifying set of use cases, including decentralized exchanges, lending/borrowing protocols, payment rails, identity and credentialing systems, gaming, real-world asset tokenization, and enterprise blockchain initiatives. We believe continued growth in on-chain activity, measured by transactions, users, total value locked, active addresses, and L2 throughput, contributes to Ethereum’s network effects and long-term demand for ETH as a utility asset. In our view, higher ETH usage over the long term may correlate with increased demand for ETH balances to pay for gas, provide liquidity, and post collateral.

Proof-of-stake economics and validator infrastructure. Under proof-of-stake, ETH can be staked to help secure the network and earn protocol rewards, subject to slashing and other performance risks. As staking participation, validator efficiency, and protocol parameters evolve, we expect market yields to adjust. We believe disciplined, security-first staking and custody practices are a core competency for an institutional ETH treasury. We may also selectively participate in risk-adjusted yield opportunities that are consistent with our liquidity, compliance, and counterparty frameworks.

Scaling via rollups and Layer 2 networks. The Ethereum roadmap contemplates scaling through rollups and Layer 2 (“L2”) solutions that bundle transactions and settle them on ETH. Increased throughput at lower per-transaction costs may broaden addressable use cases and drive user adoption. We expect L2 growth to expand the universe of Ethereum-adjacent services—such as tooling, analytics, governance advisory, and treasuries—that are relevant to our advisory and services offerings.

Tokenization and institutional adoption. Financial institutions and enterprises continue to explore or pilot tokenization of traditional instruments (such as funds, treasuries, credit, and private assets) and on-chain settlement workflows. We believe tokenization and related market-structure innovations could increase institutional engagement with ETH, deepen liquidity, and broaden opportunities for regulated custody, treasury operations, and compliance-aligned yield solutions.

Security, client protection, and compliance infrastructure. Institutional adoption requires robust custody, cybersecurity, and compliance controls. Our treasury operations prioritize multi-layer key management, segregation of duties, and independent oversight of custodians and counterparties. We believe investments in cybersecurity and governance are essential to supporting our ETH strategy and services.

Alignment with our ETH Treasury Strategy. We seek to grow total ETH holdings over time and to manage our treasury to balance security, liquidity, and risk-adjusted returns. We may stake ETH to earn rewards and, as appropriate, evaluate participation in related mechanisms (including liquid staking, restaking, or validator strategies) where we determine the risk-return and liquidity align with our policies and applicable law. We expect our ETH focus to influence capital allocation, risk management, product development, and service offerings across our business (the “ETH Treasury Strategy”)

We believe our public-company governance, treasury discipline, and operating experience in digital asset infrastructure position us to benefit from long-term Ethereum ecosystem growth. However, ETH prices, staking economics, protocol changes, regulatory developments, market structure conditions, and security risks are volatile and uncertain and could materially affect our strategy and results of operations.

BTC Mining Operations

Through our legacy mining-as-a-service business, we provided turnkey infrastructure and management solutions for institutional clients seeking BTC mining exposure without direct operational obligations. Our immersion-cooled data centers enhanced power efficiency and hardware longevity over previous technologies.

Mining-as-a-service included:

Competition

We compete with:

Competition is based on access to capital, technology, execution, security, regulatory posture, and reputation. While many competitors possess greater resources, we believe our public-company structure, treasury focus, and technical expertise provide differentiation.

Market Cyclicality

Our results are influenced by digital asset price volatility and transaction activity, all of which fluctuate materially with macroeconomic and regulatory developments. Historically, our business has not exhibited predictable seasonal trends.

Regulatory Considerations

We monitor guidance and enforcement activity by the Securities and Exchange Commission (“SEC”), Commodity Futures Trading Commission (“CFTC”), Financial Crimes Enforcement Network (“FinCEN”), Internal Revenue Service (“IRS”), and other authorities. Future changes could impose new licensing, registration, disclosure, or capital requirements that could materially affect our operations or financial condition.

Human Capital Resources

As of August 31, 2025, we employed three individuals (Chief Executive Officer, Chief Financial Officer, and President) and engaged four dedicated contractors. We strive to attract and retain professionals with expertise in digital assets, engineering, compliance, and finance. We emphasize integrity, transparency, and risk discipline, support equal-opportunity employment, and maintain a safe and inclusive workplace. No employees are represented by a labor union, and we have experienced no work stoppages. We believe our employee relations are good.

Available Information

Our website is www.bitminetech.io. We make available free of charge, through the Investor Relations section (www.bitminetech.io/investor-relations), our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after electronic filing with or furnishing to the SEC. The SEC maintains a public website at www.sec.gov containing such filings.

We also maintain a disclosure channel through our website and Investor Relations page to provide broad, non-exclusionary distribution of information, including updates regarding our digital asset holdings, operations, and management. Information contained on or accessible through our website, including videos or other online content, is provided solely for convenience and is not incorporated by reference into this Annual Report or any other SEC filing, unless expressly stated otherwise.