BitMine Immersion Technologies Inc美股招股说明书(2025-09-22版)

BITMINE IMMERSION TECHNOLOGIES, INC. 5,217,715Shares of Common StockWarrants to Purchase up to 10,435,430 Shares of Common Stock10,435,430Shares of Common Stock Underlying Warrants We are offering (i) 5,217,715 shares of our common stock, par value $0.0001 per share (“Common Stock”), at a price of $70.00 pershare, (ii) warrants to purchase an aggregate of 10,435,430 shares of our Common Stock on or prior to March 22, 2027 (the“Warrants”) and (iii) an aggregate of 10,435,430 shares of our Common Stock issuable upon the exercise of the Warrants (the“Warrant Shares”), each at an exercise price of $87.50 per share of Common Stock. The shares of our Common Stock, the Warrants,and the Warrant Shares are sometimes collectively referred to herein as the “securities.” See “Description of Capital Stock” on page 13of the accompanying prospectus and “Description of Warrants” on page S-24 of this prospectus supplement and page 31 of theaccompanying prospectus for a more complete description of the securities offered hereby. Our Common Stock is currently traded on NYSE American LLC (“NYSE American”) under the symbol “BMNR.” On September 19,2025, the closing price of our Common Stock as reported on NYSE American was $61.29 per share. We have engaged Moelis & Company LLC to act as sole placement agent (the “placement agent”) in connection with this offering touse its reasonable best efforts to place the securities offered by this prospectus supplement. The placement agent has no obligation tobuy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. We haveagreed to pay the placement agent the fees set forth in the table below. See “Plan of Distribution” beginning on page S-37 of thisprospectus supplement for more information regarding these arrangements. (1)The Warrants are being offered for no additional consideration. The above proceeds do not include shares of common stock thatmay be issued upon the exercise of the Warrants. In addition, we have agreed to pay to the placement agent an amount equal to1.75% of the aggregate gross proceeds raised from the exercise of the Warrants, which is deemed to be earned upon the initialclosing of this offering and will be paid, pro rata, upon the exercise of such Warrants. (2)In addition, we have agreed to pay the reasonable and documented fees and expenses of counsel to the placement agent. See “Planof Distribution” for a description of all placement agent compensation payable in connection with this offering. Per shareplacement agent fees and proceeds to us, before expenses are rounded to the nearest cent. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-6 of this prospectussupplement for a discussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminaloffense. Delivery of the securities will be made through the book-entry facilities of The Depository Trust Company on or about September 23,2025, subject to the satisfaction of customary closing conditions. SolePlacement Agent Moelis & Company The date of this prospectus supplement is September 22, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-5RISK FACTORSS-6CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATIONS-21USE OF PROCEEDSS-22DILUTIONS-23MARKET FOR COMMON STOCK AND DIVIDEND POLICYS-24DESCRIPTION OF WARRANTSS-24CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSS-27PLAN OF DISTRIBUTIONS-37LEGAL MATTERSS-38EXPERTSS-38TRANSFER AGENTS-38WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-38INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-39ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2FORWARD-LOOKING STATEMENTS3SUMMARY4RISK FACTORS5USE OF PROCEEDS12DESCRIPTION OF CAPITAL STOCK13DESCRIPTION OF THE DEBT SECURITIES16DESCRIPTION OF DEPOSITARY SHARES28DESCRIPTION OF THE WARRANTS31DESCRIPTION OF THE RIGHTS33DESCRIPTION OF THE PURCHASE CONTRACTS34DESCRIPTION OF THE UNITS35PLAN OF DISTRIBUTION36INCORPORATION BY REFERENCE39LEGAL MATTERS40EXPERTS40 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offeringand also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference intothis prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which gives moregeneral information, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring toboth the prospectus supplement and the accompanying prospectus. In t