BITMINE IMMERSION TECHNOLOGIES, INC.

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

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

**BITMINE IMMERSION TECHNOLOGIES, INC.

**(Exact name of registrant as specified in its charter)

10845 Griffith Peak Dr., #2

Las Vegas, Nevada 89135

**Telephone: (404)816-8240 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jonathan Bates

**c/o Bitmine Immersion Technologies, Inc.

10845 Griffith Peak Dr., #2

Las Vegas, Nevada 89135

Telephone: (404) 816-8240

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

** Shares**

Common Stock

BitMine Immersion Technologies, Inc.

We are offering shares of our common stock, par value $0.0001 per share (the “common stock”), at an assumed public offering price per share of $ ($ as adjusted for a proposed 1-for- reverse stock split discussed below), which reflects the last reported sale price per share of our common stock as reported on the OTCQX operated by the OTC Markets Group, Inc. on , 2025 under the symbol “BMNR.” The assumed public offering price used throughout this prospectus has been included for illustration purposes only. The actual offering price may differ materially from the assumed price used in the prospectus, and will be determined by negotiations between us and the representative of the underwriters, and may not be indicative of prices of the actual offering price.

We have applied to have our common stock listed on under the proposed symbol “BMNR” which listing is a condition to this offering. No assurance can be given that our application will be approved or, if we receive approval, that a trading market will develop or, if developed, that it will be sustained or that the trading prices of our common stock on the OTCQX will be indicative of the prices of our common stock if traded on . We cannot assure you that our common stock will become eligible for trading on any exchange or market. We will not commence with this offering if our common stock is not approved for listing on .

Unless otherwise noted and other than in our financial statements and the notes thereto, the share and per share information in this prospectus reflects a proposed 1-for- reverse stock split of our outstanding common stock to occur concurrently with the effective date of the registration statement of which this prospectus is a part and prior to the closing of this offering.

We are an “emerging growth company” and a “smaller reporting company” as such terms are defined under federal securities laws, and, as such, have elected to take advantage of certain reduced public company reporting requirements.

Investing in our common stock involves a high degree of risk. Please read “Risk Factors” beginning on page 14 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

We have granted a 45-day option to the underwriters, exercisable one or more times in whole or in part, to purchase up to an additional shares at the public offering price, less the underwriting discounts payable by us, in any combination solely to cover over-allotments, if any.

The underwriters expect to deliver the shares of common stock to purchasers on or about , 2025.

ThinkEquity

The date of this prospectus is , 2025.