BITMINE IMMERSION TECHNOLOGIES, INC.

BITMINE IMMERSION TECHNOLOGIES, INC.

TABLE OF CONTENTS

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TRADEMARKS

The trademarks and registered trademarks of Bitmine Immersion Technologies, Inc. and its subsidiaries referred to herein include, but are not limited to, Bitmine. Third-party product and company names mentioned herein may be the trademarks of their respective owners.

CERTAIN DEFINITIONS

All references in this Annual Report on Form 10-K (“Annual Report”) to “Bitmine,” “the Company,” “we,” “us,” and “our” refer to Bitmine Immersion Technologies, Inc. and its consolidated subsidiaries (unless the context otherwise indicates).

FORWARD-LOOKING INFORMATION AND RISK FACTOR SUMMARY

This Annual 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”). For this purpose, any statements contained herein that are not statements of historical fact, including, without limitation, certain statements under “Item 1. Business,” “Item 1A. Risk Factors,” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and located elsewhere herein concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements. Without limiting the foregoing, words such as “might,” “will,” “may,” “should,” “estimates,” “expects,” “continues,” “contemplates,” “anticipates,” “projects,” “plans,” “potential,” “predicts,” “intends,” “believes,” “forecasts,” “future,” “targeted,” “goal,” "outlook" and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained herein and presented elsewhere by management from time to time. These principal risks, uncertainties and other important factors are discussed more fully under “Item 1A. Risk Factors” and include, but are not limited to, the following:

•Digital asset market and network dynamics risks, including treasury holdings and staking revenue: Volatility in ether (“ETH”) prices; the future development and growth of digital assets; ETH-specific market, technology and regulatory developments; and the risks of our digital asset treasury model.

•Operational and custody risks: Risks of ETH staking and related activities; the risks of ETH scaling; smart contract, bridge, oracles and protocol vulnerabilities; market structure and liquidity risks; restaking risks; concentration and governance risks; counterparty risks with custodians, staking providers, and validators; failures to securely store and manage currencies; potential theft, loss or destruction of private keys; disruptions in our supply chain; and potential losses of personnel.

•Regulatory, legal and policy risks: Evolving U.S. and foreign laws and policies applicable to digital assets, custody, staking, market structure, sanctions/anti-money laundering (“AML”), securities and commodities regulation, and tax treatment; possible conflicting or extraterritorial regulations; and potential investigations and litigation.

•Financing, liquidity, capital markets and market access risks: Dilution associated with equity offerings; exchange listing requirements and compliance; constrained access to banking or capital markets for digital asset-related companies; debt, liens and collateral arrangements.

•Accounting, financial reporting and internal control risks: Evolving accounting for digital assets and fair value measurements; potential impairment charges; internal control considerations.

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•Strategic, counterparty and competition risks: Strategic exposure to ETH; highly competitive industry dynamics; dependence on a number of counterparties.

•Technology, equipment and supply chain risks: Rapid technological change and equipment obsolescence; dependence on cloud infrastructure services and other specialized infrastructure.

•Cybersecurity, data privacy, intellectual property and litigation risks: Cybersecurity incidents and system compromises including at those of strategic partners or third-party vendors; intellectual property disputes or alleged infringements; litigation, governmental investigations, enforcement actions and intellectual property and contractual disputes.

•Integration risks: Organization integration activities after the Pier Two acquisition and technological integration with the Made in America Validator Network ("MAVAN") platform.

•Preferred stock dividend risks: Payable dividends on the 9.50% Redeemable Preferred Stock, given staking yield volatility, ETH price fluctuations, and liquidity constraints affecting dividend coverage.

•Internal control risks: Remediation of material weaknesses in our internal control over financial reporting and the timing and effectiveness of remediation efforts.

•Goodwill and intangible asset impairment risks: Impairment of goodwill and intangible assets acquired in connection with the Pier Two acquisition.

•Changes in geopolitical, social or general economic conditions: Macroeconomic conditions, including interest rates, inflation, monetary and fiscal policy; geopolitical conflict, including conflicts in Ukraine, Iran and Gaza, and the global response to such conflicts; global economic uncertainty and other events and circumstances in the United States or elsewhere.

•Risks related to our staking and validator operations: Concentration of our revenue in ETH staking and validation operations conducted through MAVAN; risk of slashing events or validator failures; regulatory uncertainty regarding the classification and treatment of staking activities.

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained herein may not in fact occur. The forward-looking statements made herein relate only to events as of the date on which the statements were made. Except as may be required by law, we undertake no obligation to update our forward-looking statements to reflect events and circumstances after the date on which the statements were made or to reflect the occurrence of unanticipated events.

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