比特矿业沉浸技术公司2024年度报告

2025AnnualReport Bitmine Immersion Technologies, Inc.(the“Company”)isherebyfurnishingacopyofitsAnnualReportonForm10-KforthefiscalyearendedAugust31,2025(the“2025Form10-K”),whichwasfiledwiththeU.S.SecuritiesandExchangeCommission(the“SEC”)onNovember21,2025,insatisfactionoftherequirementtoprovideitsshareholderswithan“annualreporttosecurityholders”pursuanttoRule14a-3(b)undertheSecuritiesExchangeActof1934,asamended(the“ExchangeAct”).YouareencouragedtoreviewsuchinformationtogetherwithanysubsequentinformationthattheCompanyhas filed withtheSEC afterthefilingofthe2025Form10-K,including but notlimited to,theCompany’sDefinitiveProxy Statementforthe 2025 annualmeetingof stockholders. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact Name of Registrant as Specified in Its Charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ 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 (§232.405 of thischapter) 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 an emerging growth company. See thedefinitions 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 accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of anerror to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant (based on the last reported sale price of the registrant’s common stock onFebruary 28, 2025 on the NYSE American) was approximately $4,383,765. As of August 31, 2025, the registrant had 234,712,310 shares of common stock issued and outstanding. As of November 20, 2025, the registrant had issued 146,451,088 additional shares of common stock under its at-the-market offering program. As of November 20, 2025, the registrant had 384,067,823 shares of common stock issued and outstanding. Documents incorporated by reference: Portions of the definitive proxy statement for the 2026 Annual Meeting of Stockholders of the registrant to be filed subsequently with the Securitiesand Exchange Commission are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent indicated herein. BITMINE IMMERSION TECHNOLOGIES, INC. TABLE OF CONTENTS PART I1Item 1. Business1Item 1A. Risk Factors7Item 1B. Unresolved Staff Comments22Item 1C. Cybersecurity22Item 2. Properties23Item 3. Legal Proceedings23Item 4. Mine Safety Disclosures23PART II24Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities24Item 6. [Reserved]24Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item 7A. Quantitative and Qualitative Disclosures About