Bitmine Immersion Technologies美股招股说明书(2026-06-05版)

Bitmine Immersion Technologies, Inc. is offering 3,500,000 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 December 10, 2027 (eighteen (18) months after the original issue date), at a redemption price equal to 110% of the StatedAmount per share; (ii) from December 10, 2027 to June 10, 2029 (three (3) years after the original issue date), at a redemption price equal to 105% of theStated Amount per share; and (iii) after June 10, 2029, at a redemption price equal to 100% of the Stated Amount per share; plus, in each case, accumulatedand unpaid dividends thereon to, but excluding, the redemption date. If the total number of shares of all Series A Preferred Stock then outstanding is lessthan 25% of the total number of shares of Series A Preferred Stock originally issued in this offering and in any future offering taken together, we will havethe right to redeem all, but not less than all, of the then outstanding shares of Series A Preferred Stock for cash at a redemption price equal to theliquidation preference of the Series A Preferred Stock to be redeemed as of the business day before the date we send the related redemption notice, plusaccumulated and unpaid regular dividends to, but excluding, 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 not less than all, of the Series A Preferred Stock for cash at a redemption price equal to the liquidationpreference of the Series A Preferred Stock to be redeemed as of the business day before the date we send the related redemption notice, plus accumulatedand 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 supplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state or foreign securities commission has approved or disapproved of theSeries A Preferred Stock or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. We expect to deliver the Series A Preferred Stock in book-entry form through the facilities of The Depository Trust Company on or about June 10, 2026,which will be the third business day after the initial trade date for the Series A Preferred Stock (this settlement cy