[8-K] BitMine Immersion Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

América Móvil, S.A.B. de C.V. (AMX) is conducting a peso-denominated reopening of three outstanding series of senior notes, adding Ps.15.5 billion to its long-dated local-currency curve.

• Size & structure: Ps.6.0 bn 10.125% notes due 2029, Ps.6.0 bn 9.500% notes due 2031 and Ps.3.5 bn 10.300% notes due 2034. All tranches are fungible with, and will form single series alongside, prior issuances, taking the aggregate size of each series to Ps.23.5 bn (2029 & 2034) and Ps.23.0 bn (2031).
• Pricing: Issuance prices of 102.778%, 100.372% and 102.856% translate into yields of c.9.63%, 9.44% and 9.91% respectively. Underwriting spreads are minimal (0.125%–0.231%), signalling healthy demand.
• Proceeds & use: Gross proceeds before expenses amount to Ps.15.76 bn (≈US$775.8 m). Management will apply funds to general corporate purposes and short-term debt repayment; an amount equal to the net proceeds of the 2031 and 2034 tranches will be earmarked for Eligible Projects under the company’s Sustainable Finance Framework (renewable energy, energy efficiency, digital inclusion, etc.).
• Terms: Unsecured, unsubordinated obligations ranking pari-passu with other senior debt; effectively subordinated to secured obligations and subsidiary liabilities. Optional redemption is at make-whole prior to par-call dates (Dec-22-28, Oct-27-30 & Oct-30-33) and at par thereafter. A tax gross-up applies unless withholding stays ≤4.9%.
• Capitalisation impact: As at 31 Mar 25, total consolidated debt stood at Ps.588 bn (US$29 bn) and would rise to Ps.614 bn post-issuance before netting cash deployment. Parent-level unsecured debt is Ps.404 bn; subsidiary debt Ps.184 bn. Pro-forma long-term debt/total capital inches up from 51.1% to 52.5% prior to application of proceeds.
• Risk highlights: high coupons enlarge interest burden; notes lack subsidiary guarantees (notably from Telcel); ESG-label risk if projects fail to align with evolving standards; upcoming IFRS-S sustainability disclosure rules could raise compliance costs.

Overall, the deal lengthens AMX’s local-currency maturity ladder, secures funds for liability management and supports its sustainability agenda, but marginally elevates leverage and interest expense.

Positive

• Extends weighted-average tenor: maturities pushed out to 2029-34, reducing near-term refinancing pressure.
• Improved domestic curve liquidity via fungible taps enlarging each peso tranche to ≈Ps.23 bn.
• Proceeds partially aligned with Sustainable Finance Framework, supporting AMX’s ESG profile and access to green capital pools.
• Minimal underwriting spreads suggest strong investor demand despite higher rates.

Negative

• High coupons (9.5-10.3%) lift annual interest expense versus short-term bank debt being refinanced.
• Notes are unsecured and lack Telcel guarantees, leaving investors structurally subordinated to subsidiary creditors.
• Leverage remains elevated at ~Ps.614 bn debt post-issue before repayment, with long-term debt/total capital >52%.
• Green/social allocation is non-binding; failure to comply could invite reputational risk without legal recourse.

Insights

Financial Analyst

TL;DR – Peso reopening adds Ps.15.5 bn at ~10% coupons; strengthens liquidity but nudges leverage and interest cost higher.

The reopening demonstrates continued access to deep domestic capital pools despite elevated peso rates. Fungibility enlarges each series, improving secondary-market liquidity and curve formation. Net proceeds primarily refinance ultra-short bank lines (≈US$260 m, Ps.5.8 bn) priced below the new coupons; interest expense therefore rises ~250 bp on refinanced balances, though duration is extended considerably (4–9 years). Pro-forma long-term debt/total capital increases roughly 140 bps before cash deployment — manageable, yet leverage remains high at ~2.4× EBITDA (FY-24). Failure to secure Telcel guarantees maintains structural subordination for noteholders. Optional make-whole language and 4.9% gross-up are standard for Mexican corporates. From a credit viewpoint the transaction is modestly neutral: liquidity improves, maturity profile lengthens, but interest coverage tightens modestly.

ESG Specialist

TL;DR – Proceeds tagged to green/social projects bolster AMX’s sustainability narrative but carry taxonomy & disclosure risk.

AMX pledges to allocate an amount equal to the 2031/2034 proceeds to renewable power, energy efficiency and digital-inclusion initiatives within 36 months. A Second-Party Opinion affirms ICMA alignment, yet covenants are soft; failure to allocate or report is not an event of default. Investor perception will thus hinge on transparency of the annual Sustainable Finance Report and the company’s capacity to meet new Mexican IFRS-S disclosure rules from 2026. Given AMX’s regional scale, successful deployment could yield material Scope 2 reductions and enhance digital equality, but the absence of binding terms tempers impact. Overall ESG impact is incrementally positive but non-determinant for credit.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 27, 2025

BITMINE IMMERSION TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 001-42675 (Commission File Number) 84-3986354 (IRS Employer Identification No.)

10845 Griffith Peak Dr. #2

Las Vegas, NV 89135

(Address of principal executive office) (Zip Code)

(404) 816-8240

(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	BMNR	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging Growth Company x

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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreements

On June 30, 2025, BitMine Immersion Technologies, Inc. (the “Company”) entered into securities purchase agreements (the “Cash Securities Purchase Agreements”) with certain accredited investors (the “Cash Purchasers”) pursuant to which the Company agreed to sell and issue to the Cash Purchasers in a private placement offering (the “Cash Offering”) an aggregate of (i) 36,309,592 shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), at an offering price of $4.50 per share, and (ii) pre-funded warrants (the “Pre-Funded Warrants,” and together with the Common Stock, the “Securities”) to purchase up to an aggregate of 11,006,444 shares of Common Stock (the “Pre-Funded Warrant Shares,”) at an offering price of $4.4999 per Pre-Funded Warrant. In the Cash Offering, the Cash Purchasers will tender U.S. dollars to the Company as consideration for the Common Stock and Pre-Funded Warrants.

Each of the Pre-Funded Warrants is exercisable for one share of Common Stock at the exercise price of $0.0001 per Pre-Funded Warrant Share, immediately exercisable, and may be exercised at any time until all of the Pre-Funded Warrants issued in the Offerings are exercised in full. Each Cash Purchaser’s ability to exercise its Pre-Funded Warrants in exchange for shares of Common Stock is subject to certain beneficial ownership limitations set forth therein.

On June 30, 2025, the Company entered into securities purchase agreements (the “Cryptocurrency Securities Purchase Agreements,” and together with the Cash Securities Purchase Agreements, the “Securities Purchase Agreements”) with certain accredited investors (the “Cryptocurrency Purchasers,” and together with the Cash Purchasers, the “Purchasers”) pursuant to which the Company agreed to sell and issue to the Cryptocurrency Purchasers in a private placement (the “Cryptocurrency Offering,” and together with the Cash Offering, the “Offerings”) an aggregate of (i) 8,804,122 shares of Common Stock, at an offering price of $4.50 per share. In the Cryptocurrency Offering, the Cryptocurrency Purchasers will tender ETH or BTC (as such terms are defined in the Securities Purchase Agreements) for the Common Stock.

ThinkEquity LLC (“ThinkEquity”) is acting as the sole placement agent in connection with the Offerings.

The Common Stock, the Pre-Funded Warrants, and the Pre-Funded Warrant Shares are being offered in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws. The issuance of the Common Stock, the Pre-Funded Warrants, and the Pre-Funded Warrant Shares have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Pursuant to the Securities Purchase Agreements, the Company has agreed not to issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents, or file any registration statement or any amendment or supplement thereto, for a period of 30 days after the effective date (as defined in the Securities Purchase Agreements), subject to certain customary exceptions. The Company also agreed not to undertake any reclassifications of its Common Stock, such as a reverse or forward stock split, without the written consent of Purchasers holding a majority in interest of the shares issued or issuable to each Purchaser under the Securities Purchase Agreements, for a period of one year following the closing of the Offerings, provided such consent will not be required to conduct a reverse stock split to maintain listing of the Common Stock on the Company’s applicable trading market, which is the NYSE American as of the date hereof. Pursuant to the Securities Purchase Agreements, the Company is obligated to reduce its Board of Directors to a total of five members within 90 days of the closing of the Offerings.

The Company intends to use the net proceeds from the Offerings to acquire the native cryptocurrency of the Ethereum blockchain commonly referred to as “ETH” and contribute the ETH to the Company’s treasury operations. At least 20% of the net proceeds from the Offerings will be used in activities carried on for the production of income from performing services, including but not limited to blockchain validation services, blockchain lending services or other decentralized finance services. 5% of the net proceeds (after the payment of such fees and expenses) are expected to be invested into approved validator, wrapping and staking technology in furtherance of the Company’s business and its treasury management. None of the proceeds from the Offerings will be used for: (a) the redemption of any Common Stock or Common Stock equivalents, (b) for the settlement of any outstanding litigation or (c) in violation of the Foreign Corrupt Practices Act of 1977, as amended or the Office of Foreign Assets Control of the U.S. Treasury Department regulations.

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Placement Agency Agreement

The Company also entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with ThinkEquity, dated June 27, 2025, pursuant to which ThinkEquity agreed to serve as the placement agent for the Company in connection with the Offerings. The Company agreed to pay ThinkEquity a cash placement fee equal to 2.5% of the aggregate purchase price paid by each Purchaser in the Offerings. The Company also agreed to issue ThinkEquity warrants (the “Placement Agent Warrants”) to purchase up to a number of shares equal to 2.5% of the Securities sold in the Offerings (the “Placement Agent Warrant Shares”), at a price per share equal to $5.40. In addition, the Company agreed to reimburse ThinkEquity for accountable expenses in an amount of $300,000 for all reasonable travel and other out-of-pocket expenses incurred in connection with ThinkEquity’s engagement, including the reasonable fees and expenses of ThinkEquity’s counsel and due diligence analysis.

The Placement Agent Warrants and the Placement Agent Warrant Shares are being offered in reliance upon the exemption from the registration requirement of the Securities Act, pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws. The issuance of the Placement Agent Warrants and the Placement Agent Warrant Shares have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Registration Rights Agreement

In connection with entering into the Securities Purchase Agreements and the Placement Agency Agreement, on June 30, 2025, the Company and the Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission, within 20 days of the closing of the Offerings registering the resale of the Common Stock sold in the Offerings, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, and certain securities to be issued to the Company’s strategic advisor.

The foregoing summaries of the Pre-Funded Warrants, the Placement Agent Warrants, the Cash Securities Purchase Agreements, the Cryptocurrency Securities Purchase Agreements, the Placement Agency Agreement, and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of those agreements, which are attached hereto as Exhibits 4.1, 4.2, 10.1, 10.2, 10.3, and 10.4 respectively, to this Current Report on Form 8-K and are hereby incorporated by reference into this Item 1.01.

Item 9.01 Financial Statements and Exhibits

(a) Exhibits

Number		Description
4.1		Form of Pre-Funded Warrant
4.2		Form of Placement Agent Warrant
10.1		Form of Cash Securities Purchase Agreement, dated as of June 30, 2025, between BitMine Immersion Technologies, Inc. and each Purchaser (as defined therein)
10.2		Form of Cryptocurrency Securities Purchase Agreement, dated as of June 30, 2025, between BitMine Immersion Technologies, Inc. and each Purchaser (as defined therein)
10.3		Placement Agency Agreement, dated June 27, 2025, between BitMine Immersion Technologies, Inc. and ThinkEquity LLC
10.4		Form of Registration Rights Agreement, dated as of June 30, 2025, between BitMine Immersion Technologies, Inc. and each Purchaser (as defined therein)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Bitmine Immersion Technologies, Inc.
Dated: July 3, 2025	By:	/s/ Jonathan Bates
	Name:	Jonathan Bates
	Title:	Chief Executive Officer

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FAQ

What is the total amount América Móvil (AMX) is raising in this peso reopening?

AMX is issuing Ps.15.5 billion across three fungible tranches (2029, 2031 and 2034 senior notes).

What are the coupons and maturities of the new AMX notes?

Coupons are 10.125% due 22 Jan 2029, 9.500% due 27 Jan 2031 and 10.300% due 30 Jan 2034.

How will América Móvil use the proceeds from the Ps.15.5 bn offering?

About Ps.15.76 bn net will fund general corporate purposes, refinance short-term bank debt, and finance/refinance Eligible Projects under the company’s Sustainable Finance Framework.

Do the new notes rank pari-passu with AMX’s existing debt?

Yes. They are unsecured, unsubordinated obligations ranking equally with all other senior unsecured debt but are structurally subordinated to subsidiary liabilities and any secured debt.

Can AMX redeem the notes before maturity?

AMX may redeem at a make-whole price anytime before the respective Par Call Dates (Dec-22-28, Oct-27-30 & Oct-30-33) and at par thereafter.

What ESG features are attached to the 2031 and 2034 tranches?

An amount equal to their net proceeds will be allocated to green and social projects; reporting is annual but not a legal covenant.