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

Rhea-AI Filing Summary

KEPCO filed an amended Form 6-K updating parent-company guarantees for two Saudi project companies, Remal Energy and Naseem Energy.

The revised aggregate exposure is KRW 1.196 trn (USD 859 m), representing 2.9 % of consolidated equity (KRW 41.36 trn). The package covers: (1) USD 16 m payment guarantees tied to power-purchase agreements, (2) USD 120 m guarantees for each equity-bridge loan, and (3) USD 108-109 m guarantees for capital contributions. Maturities span Aug 2028 to Mar 2032. Total group guarantees now reach KRW 2.531 trn. All commitments were approved by the board on 20 Nov 2024 with full outside-director and audit-committee attendance.

The guarantees support the Rumah and Nairyah gas-fired combined-cycle power-plant projects for offtaker Saudi Power Procurement Company and lenders including DBS and Standard Chartered. Currency conversions are based on KRW 1,392 per USD.

Positive

• Moderate guarantee size: New guarantees represent only 2.9 % of consolidated equity, limiting immediate balance-sheet strain.
• Full governance oversight: Board and audit committee unanimously approved the guarantees, signalling procedural compliance.

Negative

• Contingent liability growth: Total guarantees rise to KRW 2.531 trn, increasing off-balance-sheet risk.
• Long-dated, USD-denominated exposure introduces currency and project execution risk through 2032.

Insights

Financial Analyst

TL;DR: New guarantees equal 2.9 % of equity; leverage unaffected, credit impact modest.

The KRW 1.196 trn guarantee adds contingent liabilities but still keeps total guarantees below 3 % of equity, a level most rating agencies view as manageable for an electric utility with KRW 41 trn equity. Board approval and full audit-committee attendance reduce governance concerns. The guarantees enable KEPCO to participate in Saudi green-field generation projects that may yield future returns; however, no cash inflow is yet booked, so near-term financials remain unchanged.

Risk Analyst

TL;DR: Cross-border guarantees heighten sovereign, FX and execution risk; exposure concentrated in single project pair.

Although the 2.9 % equity ratio appears low, the guarantees are long-dated (up to 2032) and denominated in USD, exposing KEPCO to currency and Saudi project-specific risks. Aggregate guarantees now exceed KRW 2.5 trn, approaching levels that could pressure credit metrics if projects underperform or if KRW weakens. Investors should monitor further guarantee issuances and any changes in project timetable or costs.

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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): July 24, 2025

BITMINE IMMERSION TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-42675		84-3986354
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(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 ☒

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 8.01 Other Events.

As previously disclosed, on July 9, 2025, pursuant to an “at the market offering” prospectus (the “Prospectus”) contained in the Shelf Registration Statement on Form S-3ASR (File No. 333-288579) of Bitmine Immersion Technologies, Inc. (the “Company”), the Company entered into a Controlled Equity Offering^SM Sales Agreement (the “Sales Agreement”) with each of Cantor Fitzgerald & Co. and ThinkEquity LLC (each, an “Agent,” and together, the “Agents”) pursuant to which the Company, from time to time, at its option may offer and sell shares of its common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $2,000,000,000 (the “Shares”) from time to time, through an at-the-market offering (the “ATM Offering”) as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).

On July 24, 2025, the Company filed a supplement to the Prospectus with the Securities and Exchange Commission to increase the number of Shares that may be sold in the ATM Offering pursuant to the Sales Agreement to up to $4,500,000,000 (the “ATM Sales Increase”).

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Company common stock, par value $0.0001 per share (the “Common Stock”), nor shall there be any sale of shares of Company Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The legal opinion of Winston & Strawn LLP relating to the legality of the issuance and sale of the Shares pursuant to the ATM Offering, is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Winston & Strawn LLP
23.1		Consent of Winston & Strawn LLP (included in Exhibit 5.1).
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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 24, 2025	By:	/s/ Jonathan Bates
	Name:	Jonathan Bates
	Title:	Chief Executive Officer

FAQ

What is the total amount of KEPCO's new guarantees disclosed in the July 2025 6-K/A?

The filing reports KRW 1,196,151,649,214 (USD 859 m) of additional guarantees for Remal and Naseem Energy.

How significant are the guarantees relative to KEPCO's equity?

They equal 2.9 % of consolidated equity (KRW 41.36 trn as of 31 Dec 2024).

What projects are supported by these guarantees?

The guarantees back the Saudi Rumah and Nairyah gas-combined-cycle power-plant projects.

When do the guarantee obligations expire?

Maturities range from August 14 2028 for PPA guarantees to March 20 2032 for equity-bridge loan guarantees.

What is KEPCO's total outstanding balance of financial guarantees after this amendment?

Total guarantees now stand at KRW 2,531,253,064,718.