BITMINE IMMERSION TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except for shares and per share data)

NOTE 1 –NATURE OF THE BUSINESS

About Bitmine Immersion Technologies, Inc.

Bitmine Immersion Technologies, Inc. and its wholly owned subsidiary (“Bitmine” or the “Company”) operates in the digital asset industry with a strategic focus on acquiring, holding, and managing digital assets as part of its treasury management activities. During 2025, the Company refined its business strategy to emphasize digital asset treasury operations, reflecting a transition from primarily mining and hosting activities toward the long-term accumulation and optimization of digital asset holdings. Bitmine continues to maintain ancillary mining, leasing, and consulting operations; however, its primary objective is to manage digital assets as long-term strategic reserves to support liquidity, and capital formation.

The Company’s year-end is August 31st.

Basis of Presentation

These interim unaudited condensed consolidated financial statements (the “Interim Statements”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) and do not include all of the information and footnotes required by U.S. GAAP for complete financial statements as certain information has been condensed or omitted. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, these Interim Statements include all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. These Interim Statements should be read in conjunction with the audited consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K for the period ended August 31, 2025, as filed with the SEC (“2025 Annual Report”).

Principles of Consolidation

The Interim Statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany account balances and transactions have been eliminated in the Interim Statements.

Reverse Stock Split

On May 15, 2025, the Company effected a 1-for-20 reverse stock split of its common stock (the “Reverse Stock Split”). The Reverse Stock Split became effective by filing an amendment to the Company’s certificate of incorporation. The Reverse Stock Split was necessary to enable the Company to meet the initial minimum share price requirements of a national securities exchange. The Company did not issue any fractional shares as a result of the reverse split. Instead, shareholders received cash equal to the market value of their fractional shares.

The information in this report as of August 31, 2024 and for the period ended November 30, 2024 and all references thereto have been retroactively adjusted to reflect the split.

Reclassifications

During the current quarter, the Company revised the presentation of certain income statement captions to provide a more streamlined and consolidated view of its financial statements. Prior-period amounts have been reclassified to conform to the current presentation. Operating expense categories previously presented separately have been combined into “General and administrative expenses,” on the Condensed Statements of Operations. These changes did not have a material effect on the Company’s financial condition or results of operations as previously reported.

NOTE 2 –SUMMARY OF SIGNIFICANT POLICIES

The Company’s significant accounting policies are disclosed in “Note 2. Summary of Significant Accounting Policies” in our 2025 Annual Report and are supplemented by the notes included in this Quarterly Report on Form 10-Q (the “Quarterly Report”).

Revenue Recognition

Revenue from Staking

The Company operates a validator node on the Ethereum blockchain network and earns ETH as rewards. These activities include both self-staking (using the Company’s own tokens) and providing validation services to third-party delegators. The provision of services related to transaction validation on the Ethereum blockchain network (through staking reward) is an output of the Company’s ordinary activities.

The Company recognizes revenue from native staking in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”) by following the five steps -- identify the contract, identify the performance obligation, determine the transaction price, allocate the transaction price to the performance obligation and determine when to recognize revenue. Revenue is recognized upon transfer of control of promised products or services (i.e., performance obligations) to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services.

The Company earns staking rewards in the form of ETH from self-staking. A contract with enforceable rights and obligations exists when the Company stakes its tokens to the validator and starts solving blocks on the Ethereum blockchain, which is the customer by analogy. The contract term is the length of each staking epoch, which is approximately 6.4 minutes. Staking rewards are recognized as revenue when the Company satisfies its performance obligations (i.e., successfully validates blocks or transactions as determined by the protocol) ratably over the contract term. The ETH earned are non-cash consideration and therefore measured at fair value at the inception of each contract.

The Company’s staking revenue is subject to cost of sales, which primarily comprises direct expenses associated with the ETH staking business, including service fees payable to the service provider.

Because the Company does unilaterally control the validator, the Company is the principal to the validation service. As such, the Company presents staking rewards as revenue on a net basis, reflecting only the portion of protocol rewards to which it is entitled.

Contract Liabilities

The Company’s contract liabilities represent advance payments from customers relating to consulting and leasing activities. As of November 30, 2025, the Company’s contract liability balance amounted to $790. As of August 31, 2025, the Company had $1,067 of contract liabilities, all of which was recognized as revenue during the three-month period ended November 30, 2025. The changes to contract liabilities at November 30, 2025 are as follows:

Recent Accounting Pronouncements

The Company has not adopted any new accounting pronouncements since the audited consolidated financial statements for the year ended August 31, 2025. See the 2025 Annual Report for information pertaining to the effects of recently adopted and other recent accounting pronouncements.

New Accounting Standards and Accounting Standards Not Yet Adopted

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with U.S. generally accepted accounting principles. Per the FASB, the amendment does not intend to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improve navigability of the existing interim reporting requirements. The update will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. We are assessing the effect of this update on our Interim Statements and related disclosures.

In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). ASU No. 2025-01 amends the effective date of ASU No. 2024-03 to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31, referred to as non-calendar year end entities. All public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The amendments should be applied prospectively with retrospective applications also permitted. Additionally, in December 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The update improves financial reporting by requiring that public business entities disclose additional information about certain costs and expenses categories: (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization in the notes to financial statements at interim and annual reporting periods. This update is effective for fiscal years beginning after December 15, 2026, and early adoption is permitted. The amendments should be applied prospectively with retrospective applications also permitted. The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures.

NOTE 3 –DIGITAL ASSETS

The Company accounts for its digital assets, which are comprised of BTC and ETH as indefinite-lived intangible assets in accordance with ASC 350-60,Intangibles—Goodwill and Other-Crypto Assets. The Company has ownership of and control over its BTC and ETH and uses third-party custodial services at multiple locations that are geographically dispersed to store its digital assets. The Company’s digital assets are initially recorded at cost. Subsequently, they are measured at fair value, with the gain or loss associated with remeasurement of the digital assets reported in net income.

The fair value of the Company’s digital assets is determined based on the quoted price in its principal market, CoinBase, at the time of measurement (midnight UTC). The Company determines its principal market as the market that it has access to and has the greatest volume and level of orderly transactions in accordance with ASC 820,Fair Value Measurement. The Company tracks the cost of its digital assets using the first-in-first-out (FIFO) method. During the three months ended November 30, 2025 and 2024, the Company realized gains from the sale of digital assets of $0 and $0, respectively.

Digital assets earned by the Company through its mining activities are included within operating activities on the accompanying Condensed Statements of Cash Flows. The sales of digital currencies are included within investing activities in the accompanying condensed statements of cash flows and any realized gains or losses from such sales are included in operating expense in the condensed statements of income and comprehensive income (loss).

The Company holds its BTC in an account at Bitgo Trust (“Bitgo”), a well-known BTC custodian, which it also uses to liquidate its BTC when necessary. The Company also has an account with Gemini Trust Company, LLC, which is regulated by the New York Department of Financial Services as a backup facility.

Additionally, the Company has strategically invested in ETH, becoming the largest corporate holder of ETH, with over 3,737,140 tokens valued at approximately $10,544,339 as of November 30, 2025. These purchases were made through major OTC desks like Bitgo and Galaxy Digital. The Company views ETH as a long-term reserve asset, central to its positioning in the AI and digital asset investment.

As part of the Company’s normal operations, there are trades at month end that have been finalized and recorded but not yet settled. As of November 30, 2025, the Company has unsettled trades totaling $125,000, representing transactions accounted for but pending settlement. This amount is recorded as a current liability on the Condensed Consolidated Balance Sheet.

See Note 3, Digital Assets, to the Interim Statements for further information regarding the Company’s purchases and sales of digital assets.

The following table sets forth the units held, cost basis, and fair value of both BTC and ETH held, as shown on the balance sheet as of November 30, 2025:

Cost basis is equal to the cost of the digital asset, net of any transaction fees, if any, at the time of purchase or upon receipt. Fair value represents the quoted digital assets prices within the Company’s principal market at the time of measurement (midnight Eastern). The following table presents a reconciliation of BTC held as of November 30, 2025 and November 30, 2024:

The Company acquired ETH as a part of a strategic business shift during fiscal year 2025. The following table presents a reconciliation of ETH held as of November 30, 2025:

Note: The Company did not hold any ETH as of November 30, 2024.

NOTE 4 –PROPERTY AND EQUIPMENT

The following tables set forth the components of the Company’s property and equipment at November 30, 2025 and August 31, 2025:

For the three months ended November 30, 2025 and November 30, 2024, the Company recorded depreciation expense of $124 and $131, respectively, recorded within “cost of sales self-mining”.

Additionally, for the three months ended November 30, 2025 and 2024, the Company recognized impairment charges of $200 and $0 recorded within impairment of property and equipment in the condensed statement of operations.

NOTE 5 –ACCRUED LIABILITIES

As of November 30, 2025 and August 31, 2025, accrued liabilities are composed of the following:

NOTE 6 –INVESTMENTS

Investment in Eightco

On September 8, 2025, the Company entered into a Securities Purchase Agreement as part of a private investment in public equity (“PIPE”) transaction led by Eightco Holdings Inc. (“Eightco”). Pursuant to the agreement, BitMine invested $20,000 in Eightco through the purchase of Eightco common stock at a purchase price of $1.46 per share. The transaction closed on September 9, 2025.

As of November 30, 2025 the trading price of Eightco was $2.62. As a result, the Company recorded an Unrealized gain from trading securities of $15,890 in its Statements of Operations.

At the time of the transaction, the Company owned approximately 7% of the equity interest in Eightco, which is not a majority equity interest or otherwise control of Eightco. The Company accounts for its ownership interest in Eightco as an equity security with a readily determinable fair value in accordance with ASC 321. Under this method, the investment is recorded at fair value with changes in fair value recognized in earnings.

NOTE 7 –STOCKHOLDERS’ EQUITY

Common Stock

As of November 30, 2025, the Company had 408,578,823 shares of common stock outstanding.

On July 9, 2025, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with each of Cantor Fitzgerald & Co. (“Cantor”) and ThinkEquity (each, an “Agent” and together, the “Agents”), pursuant to which the Company, from time to time, at its option may offer and sell shares (the “ATM Shares”) of its common stock (the “ATM Offering”). For further information regarding the ATM Offering, refer to Note 9 of the Company’s Annual Report on Form 10-K for the year ended August 31, 2025. As of November 30, 2025, the Company sold 168,532,074 shares of common stock pursuant to the ATM Offering and received cash proceeds of $7,664,380 net of the commission of $98,882.

Liability Classified Warrants

On September 22, 2025, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which it issued (i)5,217,715 shares of common stock at a price of $70 per share and (ii) warrants to purchase up to 10,435,430 shares of common stock at an exercise price of $87.50 per share. The warrants are immediately exercisable and expire on March 22, 2027. The exercise price and number of shares issuable upon exercise are subject to adjustment for certain corporate events, including stock dividends, splits, and fundamental transactions. The warrants contain standard anti-dilution provisions and may be adjusted in connection with certain fundamental transactions. In the event of a fundamental transaction, the holder may be entitled to receive cash, securities, or other property, consistent with the terms of the warrant agreement.

The warrants are classified as liabilities in accordance with ASC 815, as they contain provisions that could require net cash settlement in circumstances not solely within the Company’s control. Upon issuance, the warrant liability was measured at fair value using a Black-Scholes valuation model. The warrant liability is remeasured at fair value at each reporting date, with changes in fair value recognized in earnings.

At November 30, 2025, the fair value of the warrant liability was $98,615. The fair value was determined using the Black-Scholes option pricing model, with the following key inputs:

For the three months ended November 30, 2025, the Company recognized a gain of $158,212 related to changes in the fair value of the warrant liability. During the three months ended November 30, 2025, no liability classified warrants were exercised and all remained outstanding as of November 30, 2025. There were no liability classified warrants held as of August 31, 2025

Series A and B Convertible Preferred Stock

The Company is authorized to issue 500 shares of Series A and Series B Convertible Preferred Stock. All outstanding shares of Series A and Series B Convertible Preferred Stock were converted into common stock during the year ended August 31, 2025. No preferred shares were outstanding as of November 30, 2025.

NOTE 8 –STOCK-BASED COMPENSATION

Restricted Stock Awards (“RSAs”)

All RSAs were vested as of August 31, 2025 and the Company did not issue any additional RSAs for the three months ended November 30, 2025.

A summary of RSA for the three months ended November 30, 2025 is presented below:

During the three months ended November 30, 2025 and 2024, the Company recognized compensation expenses of $0 and $471 for RSAs, respectively.

Restricted Stock Units (“RSUs”)

Awards of Restricted Stock Units (“RSUs”) are generally subject to forfeiture if employment terminates prior to vesting. The Company’s RSU’s consist of time-based units, that are settled in shares of the Company’s common stock upon vesting.

On September 1, 2025, the Company executed employment agreements with select executives, committing to issue RSUs with a total annual fair value of $1,694 for the duration of their anticipated employment term. The quantity of RSUs granted each year will be determined on September 1, based on the prevailing price of the Company’s common stock on that date. These RSUs will vest in four equal installments over one year following September 1. The estimated employment term for these executives is two years. The RSUs are classified as equity awards, as settlement occurs in shares and the number of shares delivered upon vesting is set. The aggregate grant date fair value of the RSUs issued is $2,263, and this amount will be recognized on a straight-line basis over the two-year period.

On September 1, 2025, the Company granted an initial tranche of 38,830 Restricted Stock Units (RSUs), determined using a stock price of $43.62 as of that date. These RSUs are scheduled to vest over the course of one year commencing on September 1, 2025. During the three months ended November 30, 2025,25,791 RSUs were forfeited and 3,260 RSUs were vested. As of November 30, 2025,9,779 RSUs remain unvested. Share-based compensation expense is recorded in “General and administrative expenses” in the Condensed Consolidated Statements of Operations. During the three months ended November 30, 2025, the Company recognized compensation expenses of $142 for RSUs. As of November 30, 2025, unrecognized compensation expense for the RSUs is $995. There were no RSUs outstanding as of August 31, 2025.

Equity Classified Warrants

In June 2025, the Company issued three warrant offerings (Placement Agent Warrants, Strategic Advisor Warrants, and Representative Warrants). Each warrant offering was designated as equity classified share-based compensation in accordance with ASC 718. For further information regarding the initial measurement of these warrants, refer to Note 10 of the Company’s Annual Report on Form 10-K for the year ended August 31, 2025.

During the three months ended November 30, 2025,63,460 warrants were exercised at a price of $5.40 per share. As of November 30, 2025 and August 31, 2025,3,043,654 and 3,107,114 of the warrants were outstanding, respectively. No share based compensation expense was recorded for these warrants during the three months ended November 30, 2025 and November 30, 2024.

NOTE 9 –INCOME TAXES

The Company accounts for income taxes in interim periods using the estimated annual effective tax rate method. Under this method, the Company estimates its annual effective tax rate for the full fiscal year and applies that rate to its year-to-date pre-tax income or loss and adjusts the provision for (or benefit from) income taxes for discrete items recorded in the period.

The Company’s effective tax rate (“ETR”) for the three months ended November 30, 2025 and 2024 was 1.74% and 0%, respectively. The ETR of 1.69% for the three months ended November 30, 2025 was lower than the US statutory rate of 21%, primarily due to the application of a valuation allowance against the Company’s deferred tax assets. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. Management determined that there is not sufficient positive evidence to conclude that it is more likely than not that Company’s net deferred tax asset will be fully realized. Therefore, the Company recognizes a full valuation allowance as a discrete item for the first three months ended November 30, 2025. The Company will continue to regularly assess the realizability of deferred tax assets.

NOTE 10 –LOSS PER SHARE

LOSS PER COMMON SHARE

The following table sets forth the components used in the computation of basic and diluted loss per share:

The following table summarizes the securities that were not included in the computation of diluted income per common share:

NOTE 11 –SEGMENT REPORTING

In accordance with ASC 280-10, Segment Reporting, management has determined that the Company operates asone operating segment andone reportable segment. This conclusion reflects the manner in which the Chief Executive Officer, who serves as the Company’s Chief Operating Decision Maker (“CODM”), reviews financial performance and allocates resources, particularly focusing on Operating Income in their assessment of performance. The CODM regularly reviews condensed financial results in their entirety rather than discrete financial information by line of business, geography, or asset type. Accordingly, management concluded that the Company’s operations represent a single operating and reportable segment. Given that the Company has identified one operating and reportable segment, the segment results correspond directly to the Interim Statements.

For the three months ended November 30, 2025, the Company derived approximately 57% of its total revenues, respectively, from one customer. The company didnot generate any revenues from this one customer for the three months ended November 30, 2024. Additionally, the Company notes that there wereno trade accounts receivable outstanding at both November 30, 2025 and August 31, 2025, and therefore no concentration of credit risk within this population.

NOTE 12 –COMMITMENTS AND CONTINGENCIES

Commitments

During the fiscal year ended August 31, 2025, the Company entered into a Consulting Agreement with a third-party service provider to provide consulting, asset management, custody, and staking services. The Consulting Agreement has a term of ten years and may be renewed.

Under the terms of the Consulting Agreement, the Company is obligated to pay the third-party service provider a consulting fee calculated as follows:

The fee is earned daily and paid monthly, which may be settled in cash or digital assets. The aggregate fees to be incurred by the Company are expected to be in the range of $40,000 to $50,000 annually.

The Consulting Agreement is non-cancelable except under limited circumstances. If the Company terminates the Consulting Agreement without cause, the third-party service provider is entitled to 85% of all fees that would have accrued through the end of the term as liquidated damages.

During the three months ended November, the Company recorded $12,037 in expenses related to the consulting agreement with the third-party service provider.

Contingencies

From time to time, the Company is subject to legal proceedings that arise in the ordinary course of business. While any legal proceeding or claim has an element of uncertainty, the Company believes the outcome of each lawsuit, claim or legal proceeding that is pending or threatened, or all of them combined, will not have a material adverse effect on the Company’s condensed financial position or results of operations. It is possible, however, that future results of operations could be materially and adversely affected by any new developments relating to the legal proceedings and claims. As of November 30, 2025, and August 31, 2025, no legal matters were considered probable and reasonably estimable.

NOTE 13 –SUBSEQUENT EVENTS

Subsequent to November 30, 2025 and through the date of issuance of these financial statements, the Company issued 46,169,850 shares of its common stock for gross proceeds of approximately $1,515,726. Net proceeds to the Company, after deducting offering costs, were approximately $1,498,042. These shares were issued pursuant to the ATM Offering.

The cash dividend of $0.01 per share on the Company’s common stock approved by the Board of Directors on November 19, 2025 was paid on December 29, 2025 with respect to 425,841,924 shares of common stock outstanding as of the record date.