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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): May 11, 2026
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.) |
800
Connecticut Avenue
Norwalk,
Connecticut 06854
(Address
of principal executive office) (Zip Code)
203-401-8200
(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 |
|
The
New York Stock Exchange |
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
7.01 Regulation FD Disclosure.
On
May 11, 2026, Bitmine Immersion Technologies, Inc. (the “Company”) published an investor presentation (the
“Presentation”) given by Tom Lee, Executive Chairman of the Board of Directors of the Company, that it plans
to use for investor relations and other purposes. A copy of the Presentation is attached as Exhibit 99.1 and is incorporated herein by
reference.
On
May 11, 2026, the Company released a video (the “Video”) of the Presentation. A copy of the transcript for
the Video is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
On
May 11 2026, the Company issued a press release (the “Press Release”) providing an update on the Company’s
operations. A copy of the Press Release is attached as Exhibit 99.3 and is incorporated herein by reference.
The
information under this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise
subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Presentation, dated May 11, 2026. |
| 99.2 |
|
Transcript of Video, dated May 11, 2026. |
| 99.3 |
|
Press Release, dated May 11, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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:
May 11, 2026 |
By: |
/s/
Chi Tsang |
| |
Name: |
Chi
Tsang |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.2
Bitmine
Chairman’s Message — May 2026
Hi
there, this is Tom Lee. I’m the Chairman of Bitmine Immersion Technologies, and this is our Chairman’s Message for the month
of May 2026. I want to talk about Crypto Spring and why I believe Ethereum is the future of money. Here are some disclaimers.
Let’s
start with why I believe Crypto Spring is here. I know that many of you believe we’re still in the fog of war, and it is indeed
true the US is in the midst of a conflict with Iran. But what you have to focus on is that Ethereum has now risen for three months consecutively.
In fact, if Ethereum closes May above $2,100, that would be the third consecutive month. As I’m highlighting here, there’s
never been a crypto winter where Ethereum has closed up three consecutive months in a row. In other words, the fact that we’re
up three months in a row means crypto winter is over.
Another
way to think of this is to look at software stocks and Ethereum. Both have been highly correlated to each other, and as you can see,
software stocks have risen along with Ethereum. In fact, at Fundstrat, software is now among our top sector picks as of May 1.
So
that gets us to some facts: Ethereum is the best performing asset since the start of the Iran war. It’s performing as a wartime
store of value. And here’s the thing — it’s been a great diversification tool since 2016. Take a look at this first
column that’s highlighted. Let’s look at different allocations you could have done in terms of owning Ethereum on December
31, 2016, from 0% all the way to 33%. These are the starting dollar values. So if you had $100,000, for instance, and you put 5% into
Ethereum, that was $5,000 invested. This highlighted column is what it would be worth today. Your $5,000 investment would have grown
to $1.5 million.
If
you compare that to having zero allocated to Ethereum and you look at your total portfolio today, it’s $230,000 if you had no exposure
to Ethereum versus $1.7 million if you had 5% allocated to Ethereum. In other words, you had a 7x increase in your total portfolio with
just a 5% exposure to Ethereum.
Another
way to think of this is: how much of each asset would you need to own to protect yourself against a 50% decline in the S&P 500? This
is the required hedge. You would need just 0.4% 10 years ago in Ethereum to protect yourself against basically a wipeout in the stock
market. Gold, which is considered a store of value, you’d have to add 37% of your portfolio. So you can see the point here —
you’d want to own just a small piece of Ethereum as a source of diversification and as a hedge.
Now,
Ethereum does track Bitcoin, so I think you should look at the price ratio. The current price ratio is below not only the eight-year
average, but the 2021 high of 0.087. And you’ve seen this chart from us before. If Bitcoin gets to $250,000 — which we think
is fair value in the next 12 months — and Ethereum gets to its eight-year average of the price ratio, that’s $12,000 Ethereum.
That’s a lot of upside from here. If it gets to the 2021 high, that’s $22,000 Ethereum. Keep in mind, those are two numbers
to watch. And if ETH becomes the payment rails of the future, which we believe is the case, that would imply $62,000 Ethereum. So clearly
a lot of upside from here.
Ethereum
is exiting a long consolidation, something I’ve talked about before, and you can see this current consolidation is five years.
But those other consolidations resulted in pretty explosive upside moves: 227x after the 2016 consolidation, and after the 2020 consolidation,
a 54x for Ethereum. So I think this next upside is going to be led by tokenization and agentic AI.
So
let’s talk about the future of money. Elon Musk said something pretty profound recently. He says that this future system won’t
use dollars as currency, just mass and energy. What he’s really referring to is that compute and energy are the two scarce assets.
In fact, Larry Fink of BlackRock believes that compute will actually become a new asset class, and that we’ll be buying futures
of compute. And Reid Hoffman, the billionaire founder of LinkedIn, said that crypto will become critical in an AI world.
Let’s
think about stablecoin transactions, which we said last year was the ChatGPT moment for crypto. You can see stablecoin volumes now exceed
Visa payments. This is according to data from Bitwise. And Grayscale believes that the tokenized market is going to reach $300 trillion
as we tokenize real estate, fixed income, equities, derivatives, commercial real estate — basically everything.
What
does this mean for layer one blockchains? Well, this is Ethereum, which is in pink, and the total value locked of tokenized assets. You
can see Ethereum moves pretty closely with that tokenization, meaning that, according to Grayscale, networks that host a large share
of tokenized activities may capture a meaningful portion of economic value. In other words, if Ethereum is the leading tokenization platform,
its price will go up a lot.
Marc
Andreessen, who’s very visionary about the future, says the grand unification of AI and crypto are AI agents, because they’re
going to need money. We’ve talked about this before — there are numerous reasons why blockchains are a better way for AI
agents to use money. Ok lets put this all together.
If
tokenization is the future of assets, money is becoming digital, and AI agents are going to use money, we should think about what it
means for the most profitable banks in the future. Today, JP Morgan is the most profitable bank in the world with $59 billion of net
income projected this year — almost $60 billion — and 300,000 employees.
But
let’s mix in two new types of companies: Jane Street, which is a trading firm, and Tether. Jane Street’s on track to make
$40 billion this year with 3,000 employees — 1/1000th the number of employees at JP Morgan. In fact, Jane Street in the first quarter
of this year is reporting about $10 billion in net income. That means moving money, which is what Jane Street does, is starting to capture
more value than the entire operations of a global bank. Going back to this chart, Jane Street makes more money than Bank of America,
Wells Fargo, Citigroup, Morgan Stanley, and Goldman Sachs.
Then
let’s look at Tether, the largest stablecoin operator in the world. It’s going to earn about $15 billion this year with 300
employees — 1/1000th the number of employees of JP Morgan. These are two new types of financial institutions that didn’t
exist 20 years ago.
Keep
in mind, that’s sort of the story — that technology, as it gets introduced to sectors, creates disruption and reduces the
value of incumbency. I’m going to highlight a bunch here. Automobiles: we don’t remember any of the horse buggy makers; we
only think of the new entrants. With mobile, all those old names really largely don’t exist — it’s mostly mobile today.
In digital media, nobody really remembers names like Hearst, Viacom, News Corp as the giants; they were the giants in their day. Today,
it’s more Google, Meta, and TikTok. Even more recently, cloud computing: before cloud computing, there were PC names — IBM,
Compaq, Dell, Gateway. They’ve given way to Amazon, Microsoft Azure, Oracle, Google Cloud. And finally, in EVs, these traditional
automakers are still around, but Tesla is far bigger.
So
markets tend to overestimate the value of incumbency, and it’s really the new entrants that capture a lot of that value. What does
that mean? I believe in the next 10 years, half of the largest financial institutions in the world are going to be native digital asset
companies, many of them in crypto.
Finally,
let’s talk about Bitmine. Bitmine has been building in the crypto winter. The first thing we did was invest in Eightco, which is
an intersection of AI and identity. It’s a publicly traded company, ticker ORBS, and one of their biggest assets is their holdings
of Worldcoin. Worldcoin is helping verify humans to prevent networks and systems that we use from being polluted by digital bots. Take
a look today: basically everything from Polymarket to web traffic to emails, even to x.com and Reddit, is starting to see more of the
volume come from non-humans. In fact, Reddit wants to consider using face ID for human verification. Eightco owns a stake in OpenAI,
World Chain, and MrBeast. Think of it as very similar to a company called Fundrise, ticker VCX. Whereas Fundrise trades at six times
NAV, Eightco is undervalued.
The
second is Bitmine launched MAVAN, which is the largest single staking operator in the world. We launched commercial service at the end
of March of this year. We have more than $14 billion of assets staked, and we’re staking about $2 billion of client assets currently,
including other tokens — Hyperliquid, Solana, and Canton. As you can see, the staking operations are generating quite a lot of
rewards for Bitmine — over $300 million today, but on track to be $363 million once we fully stake.
We
also invested in MrBeast. I’ve talked about that before — he is the largest content creator in the world, but he also bought
Step Financial to turn it into a financial services company. I think for Gen Z and Gen Alpha, he’s going to be the Robinhood, SoFi,
and Chime combined. And of course, there’s a huge wealth transfer coming for Gen Z and Gen Alpha.
We
up-listed to the NYSE big board — that’s a pretty big deal. And finally, we reached 4% of the Ethereum total coin supply.
Bitmine was created on June 30th of 2025, and the first 1% of the Ethereum supply came in August. As you can see, the different milestones
here: on April 10th, we reached 4%. At this pace, we could reach 5% very quickly, but we actually want to slow the pace of accumulation.
We still expect to reach 5% of Ethereum sometime in 2026.
As
far as price goes, keep in mind we’re a digital asset treasury, so we’re going to track the price of Ethereum, but we want
to outperform Ethereum. For instance, in 2025 Ethereum was up 22%; from June 30th to year-end, Bitmine rose 500%, which means it outperformed
by 48,000 basis points. So far this year, Ethereum’s down 18% and Bitmine’s down 15%, so it’s outperforming by 310
basis points. But of course, if Ethereum goes up, so should Bitmine’s price — the correlation is still around 90%.
Recall
those price targets we had: $22,000 for Ethereum, $62,000 for payment rail, and $250,000 using both Joe Lubin’s price target for
Ethereum and Securitize’s recent price target for Ethereum. That would value Bitmine’s shares at $500 at $22,000 ETH, $1,500
at $62,000 ETH, and $5,000 per share at $250,000 ETH. So you can see quite a lot of upside.
That’s
it for now. Thanks for listening, and I’ll speak to you soon.
Exhibit
99.3
Bitmine
Immersion Technologies (BMNR) Announces ETH Holdings Reach 5.21 Million Tokens, and Total Crypto and Total Cash Holdings of $13.4 Billion
Bitmine
owns more than 4.31% of the total ETH coin supply of 120.7 million
Bitmine
is 86% of the way to the ‘Alchemy of 5%’ in just 11 months
Crypto
Spring has commenced and like past cycles, investor sentiment and conviction are muted and bearish even as crypto prices strengthen
As
reflected in this edition of Tom Lee’s Chairman’s Message
Ethereum
continues to benefit from the dual tailwinds of Wall Street tokenizing on the blockchain and from agentic AI systems increasingly needing
public and neutral blockchains
Bitmine
uplisted to the New York Stock Exchange (“NYSE”) from the NYSE American effective as of April 9, 2026
Bitmine
has 4,712,917 staked ETH, representing $11.1 billion at $2,366 per ETH
MAVAN
(Made in America VAlidator Network) is a premier Ethereum staking destination for BMNR and institutional investors, with a focus on security,
performance, and resilience
Bitmine
owns $88 million of Eightco (NASDAQ: ORBS), now one of the only publicly listed equities in the world to provide investors indirect exposure
to OpenAI
Bitmine
Crypto + Total Cash Holdings + “Moonshots” total $13.4 billion, including 5.21 million ETH tokens, total cash of $775 million,
and other crypto holdings
Bitmine
leads crypto treasury peers by both the velocity of raising crypto NAV per share and by the high trading liquidity of BMNR stock
Bitmine
is the 149th most traded stock in the US, trading $816 million per day (5-day avg)
Bitmine
remains supported by a premier group of institutional investors including ARK’s Cathie Wood, MOZAYYX, Founders Fund, Bill Miller
III, Pantera, Kraken, DCG, Galaxy Digital and personal investor Thomas “Tom” Lee to support Bitmine’s goal of acquiring
5% of ETH
NORWALK,
CT, May 11, 2026 /PRNewswire/ — (NYSE: BMNR) Bitmine Immersion Technologies, Inc. (“Bitmine” or the “Company”)
a Bitcoin and Ethereum Network company with a focus on the accumulation of crypto for long term investment, today announced Bitmine crypto
+ total cash + “moonshots” holdings totaling $13.4 billion.
The
Company recently announced its uplisting to the New York Stock Exchange (“NYSE”) from the NYSE American on April 9, 2026.
The Company’s common stock continues to trade under the symbol “BMNR”.
As
of May 10, 2026 at 4:00pm ET, the Company’s crypto holdings are comprised of 5,206,790 ETH at $2,366 per ETH (Coinbase NASDAQ:
COIN), 201 Bitcoin (BTC), $200 million stake in Beast Industries, $88 million stake in Eightco Holdings (NASDAQ: ORBS) (“moonshots”)
and total cash of $775 million. Bitmine’s ETH holdings are 4.31% of the ETH supply (of 120.7 million ETH).
Bitmine
released the latest Chairman’s Message (link here) for May 2026.
“‘Crypto
spring’ has commenced and we wanted to highlight the importance of owning ETH as a source of diversification, and the likely drivers
of this coming ‘crypto bull’ cycle,” stated Thomas “Tom” Lee, Chairman of Bitmine. “Among the key
future drivers for Ethereum, the two primary are Wall Street’s move to tokenization and agentic AI. If ETH closes above $2,100
at the end of May 2026, this would be the third consecutive monthly gain – this has never been seen in a crypto bear market. Thus,
a close above $2,100 would validate ‘crypto spring’ has arrived.”

“Since
the start of 2026, Bitmine has acquired over 1 million ETH and has accumulated over 4.3% of the ETH supply. We intend to hold and stake
our ETH holdings, which means our ETH holdings are essentially reducing available supply of ETH and removed 4.3% of ETH supply since
June 30th, 2025. In other words, ETH supply has been disinflationary since June 2025.” stated Lee.
“We
have decided to slow down our pace of weekly accumulation from >100,000 per week as we originally targeted reaching the ‘alchemy
of 5%’ target in late 2026. Our previous pace of >100k weekly buys would have us reach 5% by mid-July.” stated Lee.

“ETH
prices have been correlated with software stocks (software ETF ticker: $IGV) and as shown on the chart below, both have been moving higher
together in the past few months. The recovery in software in 2026 is further evidence ‘crypto spring’ has commenced,”
said Lee.

Bitmine
recently launched MAVAN (the Made in American VAlidator Network), the institutional grade staking platform. While MAVAN was originally
developed to support Bitmine’s own Ethereum treasury, MAVAN intends to expand to serve institutional investors, custodians, and
ecosystem partners seeking best-in-class staking infrastructure. A portion of Bitmine’s ETH is already staked on the MAVAN platform.
As
of May 10, 2026, Bitmine total staked ETH stands at 4,712,917 ($11.1 billion at $2,366 per ETH). “Bitmine has staked more ETH than
other entities in the world. At scale (when Bitmine’s ETH is fully staked by MAVAN and its staking partners), the projected ETH
staking reward is $352 million annually (using 2.86% 7-day BMNR yield),” stated Lee.

“Annualized
staking revenues are now $319 million. And this 4.7 million ETH is over 90% of the 5.21 million ETH held by Bitmine. Bitmine’s
own staking operations generated a 7-day yield of 2.86% (annualized),” continued Lee.
Bitmine
crypto holding reigns as the #1 Ethereum treasury and #2 global treasury, behind Strategy Inc. (NASDAQ: MSTR), which reportedly owns
818,334 BTC valued at $66.6 billion. Bitmine remains the largest ETH treasury in the world.
Bitmine
is one of the most widely traded stocks in the US. According to data from Fundstrat, the stock has traded average daily dollar volume
of $816 million (5-day average, as of May 8, 2026), ranking #149 in the US, behind Carvana Co (rank #148) and ahead of Royal Caribbean
Cruises (rank #150) among 5,704 US-listed stocks (statista.com and Fundstrat research).

The
GENIUS Act and Securities and Exchange Commission’s (the “SEC”) Project Crypto are as transformational to financial
services in 2025 as US action on August 15, 1971 ending Bretton Woods and the USD on the gold standard 54 years ago. This 1971 event
was the catalyst for the modernization of Wall Street, creating the iconic Wall Street titans and financial and payment rails of today.
These proved to be better investments than gold.
The
Chairman’s message can be found here:
https://www.Bitminetech.io/chairmans-message
The
Fiscal Full Year 2025 Earnings presentation and corporate presentation can be found here: https://Bitminetech.io/investor-relations/
To
stay informed, please sign up at: https://Bitminetech.io/contact-us/
About
Bitmine
Bitmine
(NYSE: BMNR) is a Bitcoin miner with operations in the US. The company is deploying its excess capital to be the leading Ethereum Treasury
company in the world, implementing an innovative digital asset strategy for institutional investors and public market participants. Guided
by its philosophy of “the alchemy of 5%,” the Company is committed to ETH as its primary treasury reserve asset, leveraging
native protocol-level activities including staking and decentralized finance mechanisms. The Company launched MAVAN (Made-in America
VAlidator Network), a dedicated staking infrastructure for Bitmine assets, in 2026.
For
additional details, follow on X:
https://x.com/bitmnr
https://x.com/fundstrat
Forward
Looking Statements
This
press release contains statements that constitute “forward-looking statements.” The statements in this press release that
are not purely historical are forward-looking statements which involve risks and uncertainties. This document specifically contains forward-looking
statements regarding: (i) progress and achievement of the Company’s goals regarding ETH acquisition, including the ‘Alchemy
of 5%’ initiative and the long-term value of Ethereum; (ii) the Company’s beliefs regarding Ethereum’s performance
relative to other assets, including its characterization as a “wartime store of value” and its performance during geopolitical
events; (iii) the Company’s expectations regarding the current state and future trajectory of the cryptocurrency market, including
statements that ETH may be in the “final stages of the mini-crypto winter”; (iv) continued growth and advancement of the
Company’s Ethereum treasury strategy and the applicable benefits to the Company; (v) the Company’s share repurchase program,
including statements regarding shares trading below intrinsic value, the Company’s ability to accretively retire common shares,
and the execution of repurchases through open market transactions; (vi) the Company’s digital asset accumulation strategy and staking
operations, including MAVAN, its expansion to serve institutional investors, custodians, and ecosystem partners, and projected annual
staking revenues and rewards; (vii) statements regarding the benefits of Wall Street tokenization on the blockchain and agentic AI systems
utilizing public blockchains; (viii) expectations regarding the potential impact of regulatory developments, including the GENIUS Act
and SEC Project Crypto, on financial services and digital assets; and (ix) the Company’s financial flexibility to support its treasury
operations and expanded repurchase authorization. In evaluating these forward-looking statements, you should consider various factors,
including: Bitmine’s ability to keep pace with new technology and changing market needs; Bitmine’s ability to finance its
current business, Ethereum treasury operations, share repurchase program, and proposed future business; the competitive environment of
Bitmine’s business; market conditions affecting the trading price of the Company’s common stock; regulatory developments
affecting digital assets, including the ultimate enactment and implementation of pending legislation and SEC initiatives; geopolitical
events and their impact on cryptocurrency markets; the volatility and unpredictability of digital asset prices; and the future value
of Bitcoin and Ethereum. Actual future performance outcomes and results may differ materially from those expressed in forward-looking
statements. Forward-looking statements are subject to numerous conditions, many of which are beyond Bitmine’s control, including
those set forth in the Risk Factors section of Bitmine’s Form 10-K filed with the SEC on November 21, 2025, as well as all other
SEC filings, as amended or updated from time to time. Copies of Bitmine’s filings with the SEC are available on the SEC’s
website at www.sec.gov. Bitmine undertakes no obligation to update these statements for revisions or changes after the date of this release,
except as required by law.
SOURCE
Bitmine Immersion Technologies, Inc.
MEDIA
CONTACT:
Marcy
Simon
Marcy@agentofchange.com
+19178333392