Bitmine Immersion Technologies美股招股说明书(2026-06-03版)

The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to thesesecurities has become effective under the Securities Act of 1933. This preliminary prospectus supplement and the accompanying prospectus arenot an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or saleis not permitted. As Filed Pursuant to Rule 424(b)(5)Registration No. 333-288579 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus Dated July 9, 2025) 3,000,000 Shares9.50% Series A Perpetual Preferred Stock Bitmine Immersion Technologies, Inc. is offering 3,000,000 shares of our 9.50% Series A Perpetual Preferred Stock, which we refer to as the “Series APreferred Stock.” The Series A Preferred Stock will have a stated amount of $100 per share (the “Stated Amount”) and an initial liquidation preference of$100 per share. The liquidation preference will be subject to adjustment in the manner described in this prospectus supplement. However, the liquidationpreference will not be adjusted to an amount that is less than $100 per share. DIVIDENDS The Series A Preferred Stock will accumulate cumulative dividends, which we refer to as “regular dividends,” at a rate per annum equal to 9.50% on theStated Amount thereof, which is $100 per share of Series A Preferred Stock, regardless of whether or not declared or funds are legally available for theirpayment. Regular dividends on the Series A Preferred Stock will be payable when, as and if declared by our board of directors or any duly authorizedcommittee thereof, out of funds legally available for their payment weekly in arrears; provided that we may in the future elect, in our sole discretion, to payregular dividends more frequently. Declared regular dividends on the Series A Preferred Stock will be payable solely in cash in the manner, and subject tothe provisions, described in this prospectus supplement. REDEMPTION AND REPURCHASE We will have the right, at our election, to redeem the Series A Preferred Stock, in whole or in part, at any time, or from time to time, for cash as follows: (i)from the original issue date until , 2028 (eighteen (18) months after the original issue date), at a redemption price equal to 110% of the Stated Amount pershare; (ii) from , 2028 to , 2029 (three (3) years after the original issue date), at a redemption price equal to 105% of the Stated Amount per share; and (iii)after , 2029, at a redemption price equal to 100% of the Stated Amount per share; plus, in each case, accumulated and unpaid dividends thereon to, butexcluding, the redemption date. If the total number of shares of all Series A Preferred Stock then outstanding is less than 25% of the total number of sharesof Series A Preferred Stock originally issued in this offering and in any future offering taken together, we will have the right to redeem all, but not less thanall, of the then outstanding shares of Series A Preferred Stock for cash at a redemption price equal to the liquidation preference of the Series A PreferredStock to be redeemed as of the business day before the date we send the related redemption notice, plus accumulated and unpaid regular dividends to, butexcluding, the redemption date. In addition, if a “tax event” (as defined in this prospectus supplement) occurs, we will have the right to redeem all, but notless than all, of the Series A Preferred Stock for cash at a redemption price equal to the liquidation preference of the Series A Preferred Stock to beredeemed as of the business day before the date we send the related redemption notice, plus accumulated and unpaid regular dividends to, but excluding,the redemption date. If a “fundamental change” (as defined in this prospectus supplement) occurs, then, except as described in this prospectus supplement, each of the holdersof Series A Preferred Stock will have the right (the “fundamental change repurchase right”) to require us to repurchase some or all of their shares of SeriesA Preferred Stock at a cash repurchase price equal to the Stated Amount of the Series A Preferred Stock to be repurchased, plus accumulated and unpaidregular dividends, if any, to, but excluding, the fundamental change repurchase date. LISTING No public market currently exists for the Series A Preferred Stock. We have applied to list the Series A Preferred Stock on The New York Stock Exchange(“NYSE”) under the symbol “BMNP.” If the listing is approved, we expect trading to commence within 30 days after the date the Series A Preferred Stockis first issued. (1)For additional information about underwriting compensation, see “Underwriting.” Our business and an investment in the Series A Preferred Stock involve significant risks. These risks are described under the caption “RiskFactors” beginning on page S-10 of this prospectus supplement and in the documents incorporated by reference into this prospectus s