比特明浸没式技术股份有限公司美股招股说明书(2025-07-24版)

(the “Common Stock”) pursuant to the terms of that certain Controlled Equity OfferingSM ThinkEquity LLC (“ThinkEquity”) (each of Cantor and ThinkEquity, an “Agent” and, together, the “Agents”). This Prospectus information herein amends or supersedes the information contained in the Prior Prospectus. This Prospectus Supplement is notcomplete without, and may only be delivered or utilized in connection with, the Prior Prospectus and any future amendments orsupplements thereto. We are filing this Prospectus Supplement to amend the Prior Prospectus to update the amount of shares of Common Stock we are eligible to sell pursuant to such prospectus. With this Prospectus Supplement, we are increasing the total amount of Common Stockthat may be sold under the Sales Agreement to up to $4.5 billion, comprising of up to $2 billion under the Prior Prospectus and anadditional $2.5 billion under this Prospectus Supplement. Prior to the date of this Prospectus Supplement, we have made sales underthe Sales Agreement having an aggregate gross sales price of approximately $1,826,735,123 that were sold pursuant to the PriorProspectus. We may sell an additional $173,264,877 of Common Stock under the Prior Prospectus, in addition to the $2.5 billion that Our Common Stock is listed on the New York Stock Exchange American (“NYSE American”) under the symbol “BMNR.” On July23, 2025, the last reported sale price of our Common Stock on the NYSE American was $39.50 per share.Sales of our Common Stock, if any, under this Prospectus Supplement will be made by any method permitted that is deemed an “at themarket” offering as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales madedirectly on or through the NYSE American or any other existing trading market in the United States for our Common Stock, salesmade to or through a market maker other than on an exchange or otherwise, directly to the Sales Agent, in negotiated transactions at If we and Cantor, acting as principal and/or the sole designated sales agent, agree on any method of distribution other than sales ofshares of our Common Stock on or through the NYSE American or another existing trading market in the United States at market Securities Act. Under the Sales Agreement, Cantor is not required to sell any specific number or dollar amount of securities, butCantor will act as our sales agents using commercially reasonable efforts consistent with its normal trading and sales practices. Thereis no arrangement for funds to be received in any escrow, trust or similar arrangement.The Agents will be entitled to compensation under the terms of the Sales Agreement, at a commission rate of up to 3.0% of the gross The date of this Prospectus Supplement is July 24, 2025 USE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF THE DEBT SECURITIESDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF THE WARRANTSDESCRIPTION OF THE RIGHTS PLAN OF DISTRIBUTIONINCORPORATION BY REFERENCELEGAL MATTERSEXPERTSi billion comprising of up to $2.0 billion under the Prior Prospectus and an additional $2.5 billion under this Prospectus Supplement.This Prospectus Supplement and the documents incorporated herein by reference include important information about us, the sharesbeing offered and other information you should know before investing in our Common Stock. information in this Prospectus Supplement. If any statement in one of these documents is inconsistent with a statement in anotherdocument having a later date — for example, a document incorporated by reference into this Prospectus Supplement — the statementin the document having the later date modifies or supersedes the earlier statement. anyone provides you with different or inconsistent information, you should not rely on it. We are not, and Cantor is not, offering to sellthese securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained orincorporated by reference in this Prospectus Supplement is accurate as of any date other than as of the date of this Prospectus You should read this Prospectus Supplement, the documents incorporated by reference into this Prospectus Supplement and in any freewriting prospectus that we may authorize for use in connection with this offering, in their entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of thisProspectus Supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” We are offering to sell, and seeking offers to buy, shares of Common Stock only in jurisdictions where offers and sales are permitted.The distribution of this Prospectus Supplement and the offering of the Common Stock in certain jurisdictions may be restricted by law.Persons outside the United States who come into possession of this Prospectus Supplement must i