BITMINE IMMERSION TECHNOLOGIES, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended May 31, 2026

Or

For the transition period from ______ to ______

Commission file number:001-42675

BITMINE IMMERSION TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code(203) 401-8200

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐ Yes☒ No

The number of shares outstanding of the registrant’s common stock as of July 9, 2026 was 603,226,394 shares.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q (the "Report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements relate to future events or future financial performance of Bitmine Immersion Technologies, Inc. (the "Company," "Bitmine," "BMNR," "we," "us," or "our"), and can ordinarily be identified by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "predicts," "potential," "continue,” “objective,” “seek,” “strategy" or the negative of these terms or other similar words. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Some of the forward-looking statements contained in this Report include, but are not limited to, statements relating to:

•our ETH Treasury Strategy and our objective to grow our net ETH position over time, including our expectations regarding staking yields, treasury security, and capital allocation;

•our expectations regarding staking and validation operations, including staking rewards, validator participation rates, protocol parameters, and the performance of the MAVAN platform;

•our belief that we will have sufficient liquidity to fund operations for at least the next 12 months based on our current operating plan, expected cash on hand, anticipated operating cash flows, and access to capital under our shelf registration and ATM Program;

•our expectations regarding material cash requirements, including fees for digital asset management, capital expenditures, working capital requirements, public company costs, operating expenses, and dividend obligations on our Series A Preferred Stock;

•our intentions regarding the use of proceeds from our Series A Preferred Stock offering and other equity financings to support our digital asset treasury strategy, strategic investments, working capital requirements, and general corporate purposes;

•our expectations regarding the Pier Two acquisition, including the expected benefits of the acquisition and integration with the MAVAN platform, and the allocation of purchase consideration to acquired assets and liabilities;

•our expectations regarding strategic “moonshot” investments and their potential to support long-term value creation and complement our ETH-focused operating model;

•our expectations regarding the expansion of MAVAN to serve institutional investors, custodians, and ecosystem partners, and our ability to attract and retain institutional staking clients;

•our expectations regarding the remediation of material weaknesses in our internal control over financial reporting and the timing and effectiveness of remediation efforts;

•our expectations regarding ETH option strategies, the generation of option premium income, and the returns on our strategic investments, including moonshot investments;

•our expectations regarding key trends and uncertainties, including Ethereum protocol upgrades, Layer 2 activity, institutional adoption trends, regulatory developments, potential classification as an investment company under the Investment Company Act of 1940, and evolving U.S. and non-U.S. regulatory frameworks applicable to digital assets, staking, and custody.

The forward-looking statements in this Report are based on management’s current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to:

•our digital asset holdings, including price volatility in ETH, BTC and other digital assets, liquidity constraints, and the potential for significant unrealized losses or impairments;

•the evolving regulatory environment for digital assets, staking, custody, and blockchain infrastructure, including potential adverse legislation or enforcement actions;

•our ability to successfully integrate the Pier Two acquisition and achieve the anticipated benefits;

•cybersecurity, data privacy, custody arrangements, and the security of our digital asset holdings;

•counterparty credit and operational risks, including custodians, pool operators, hosting partners, and joint venture partners;

•our reliance on third-party infrastructure providers, including Ethereum Tower LLC and cloud computing providers, to operate validator nodes and provide staking services;

•our ability to access capital markets on favorable terms or at all, including through our shelf registration and ATM Program;

•our material weaknesses in internal control over financial reporting and our ability to remediate such weaknesses in a timely manner;

•Ethereum protocol developments, including protocol upgrades, changes to staking economics, and Layer 2 activity;

•the concentration of our revenue in ETH staking and validation operations conducted through MAVAN, and our ability to diversify revenue sources;

•our strategic investments, which may introduce additional sources of earnings volatility unrelated to ETH price movements;

•the impairment of goodwill and intangible assets acquired in connection with the Pier Two acquisition, including the assumptions underlying our fair value estimates and impairment testing;

•our ability to pay dividends on our Series A Preferred Stock, including staking yield volatility, ETH price fluctuations, and liquidity constraints affecting dividend coverage;

•competition, technology changes, and our ability to attract and retain qualified personnel, including key technical personnel acquired in the Pier Two acquisition; and

•other risks, including those described in Item 1A. – Risk Factors in our Annual Report on Form 10-K and those described from time to time in our other filings with the SEC.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on our forward-looking statements.