What documents related to the auditor change were filed with the SEC by Bitmine (BMNR)?

Bitmine filed a letter from Bush & Associates CPA LLC as Exhibit 16.1, in which the former auditor responds to the company’s disclosures, and an Inline XBRL cover page as Exhibit 104. The company states it provided its disclosures to both Bush & Associates and KPMG for review.

Bitmine Immersion switches auditor to KPMG LLP

Q: What auditor change did Bitmine Immersion Technologies (BMNR) disclose in this 8-K?

Bitmine Immersion Technologies disclosed that its Board, upon the Audit Committee’s recommendation, dismissed Bush & Associates CPA LLC and engaged KPMG LLP as its new independent registered public accounting firm. KPMG will audit the quarter ending May 31, 2026 and the fiscal year ending August 31, 2026.

Q: Were there any disagreements between Bitmine (BMNR) and Bush & Associates before the auditor change?

The company states there were no disagreements with Bush & Associates on accounting principles, financial statement disclosure, or audit scope and procedures during the fiscal years ended August 31, 2025 and 2024, or the interim period through April 27, 2026, and no reportable events under Item 304 of Regulation S-K.

Q: When will KPMG LLP begin auditing Bitmine Immersion Technologies (BMNR)?

KPMG LLP was engaged on April 27, 2026 to serve as Bitmine’s independent registered public accounting firm beginning with the quarter ending May 31, 2026 and the fiscal year ending August 31, 2026. Prior audited periods, including 2024 and 2025, were audited by Bush & Associates CPA LLC.

Bitmine Immersion Technologies, Inc. filed an 8-K disclosing a change in its independent auditor.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Bitmine Immersion Technologies, Inc. filed an 8-K disclosing a change in its independent auditor. On April 27, 2026, the Board, following the Audit Committee’s recommendation, dismissed Bush & Associates CPA LLC as the company’s independent registered public accounting firm and engaged KPMG LLP, effective for the quarter ending May 31, 2026 and the year ending August 31, 2026.

Bush & Associates’ reports on the company’s financial statements for the years ended August 31, 2025 and 2024 contained no adverse opinions or disclaimers and were not qualified or modified. The company states there were no disagreements or reportable events with Bush & Associates, and that it did not consult with KPMG on accounting matters before the engagement.

Insights

Bitmine replaces its auditor with KPMG, reporting no disputes with the prior firm.

Bitmine Immersion Technologies replaced Bush & Associates CPA LLC with KPMG LLP as its independent registered public accounting firm, starting with the quarter ending May 31, 2026. The Audit Committee led the review and the Board approved the change, indicating a structured governance process.

The company reports that Bush & Associates’ audit opinions on the years ended August 31, 2025 and 2024 were clean, with no adverse opinions or qualifications, and no disagreements or reportable events under Item 304 of Regulation S-K. The filing also notes that the company did not consult KPMG on accounting treatments or audit opinions before the engagement, which aligns with independence expectations.

From an investor perspective, the move to a large firm like KPMG may reflect a desire for broader audit resources as the company evolves, while the absence of reported disagreements helps reduce concern that the change stems from prior accounting disputes. Future periodic reports for periods ending on or after May 31, 2026 will be audited by KPMG.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Audited fiscal years: 2025 and 2024 Auditor change approval date: April 27, 2026 First KPMG audit quarter: Quarter ending May 31, 2026 +1 more

4 metrics

Audited fiscal years 2025 and 2024 Fiscal years ended August 31 audited by Bush & Associates

Auditor change approval date April 27, 2026 Board approval and engagement of KPMG LLP

First KPMG audit quarter Quarter ending May 31, 2026 Start of KPMG’s engagement as independent auditor

First KPMG audit year-end August 31, 2026 Fiscal year-end for which KPMG will audit Bitmine

Key Terms

independent registered public accounting firm, Emerging Growth Company, Regulation S-K, reportable event, +1 more

5 terms

independent registered public accounting firm financial

"determine the Company’s independent registered public accounting firm for the Company’s 2026 fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Emerging Growth Company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) Emerging Growth Company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Regulation S-K regulatory

"events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K"

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

reportable event regulatory

"or a reportable event, as described in Item 304(a)(1)(v) of Regulation S-K"

Audit Committee financial

"The Audit Committee of the Board of Directors (the “Audit Committee”) of Bitmine Immersion Technologies, Inc."

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What auditor change did Bitmine Immersion Technologies (BMNR) disclose in this 8-K?

Bitmine Immersion Technologies disclosed that its Board, upon the Audit Committee’s recommendation, dismissed Bush & Associates CPA LLC and engaged KPMG LLP as its new independent registered public accounting firm. KPMG will audit the quarter ending May 31, 2026 and the fiscal year ending August 31, 2026.

Were there any disagreements between Bitmine (BMNR) and Bush & Associates before the auditor change?

The company states there were no disagreements with Bush & Associates on accounting principles, financial statement disclosure, or audit scope and procedures during the fiscal years ended August 31, 2025 and 2024, or the interim period through April 27, 2026, and no reportable events under Item 304 of Regulation S-K.

Did Bush & Associates issue any adverse or qualified opinions on Bitmine’s financials?

Bush & Associates’ audit reports on Bitmine’s financial statements for the years ended August 31, 2025 and 2024 contained no adverse opinion or disclaimer and were not qualified or modified as to uncertainty, audit scope, or accounting principles. This indicates standard, unqualified audit opinions for those periods.

When will KPMG LLP begin auditing Bitmine Immersion Technologies (BMNR)?

KPMG LLP was engaged on April 27, 2026 to serve as Bitmine’s independent registered public accounting firm beginning with the quarter ending May 31, 2026 and the fiscal year ending August 31, 2026. Prior audited periods, including 2024 and 2025, were audited by Bush & Associates CPA LLC.

Did Bitmine consult KPMG on accounting matters before hiring them as auditor?

The company reports that neither it nor anyone on its behalf consulted KPMG during the fiscal years ended August 31, 2025 and 2024, or the subsequent interim period, on the application of accounting principles, potential audit opinions, or any disagreements or reportable events described in Item 304 of Regulation S-K.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/01/2026 - 04:30 PM

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): April 27, 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 4.01 Changes in Registrant’s Certifying Accountant.

The Audit Committee of the Board of Directors (the “Audit Committee”) of Bitmine Immersion Technologies, Inc., a Delaware corporation (the “Company”), in connection with carrying out its appointed duties and responsibilities, conducted a review to determine the Company’s independent registered public accounting firm for the Company’s 2026 fiscal year. On April 27, 2026, upon the recommendation of the Audit Committee, the Board of Directors of the Company (the “Board”) approved the dismissal of Bush & Associates CPA LLC (“Bush & Associates”) as the Company’s independent registered public accounting firm.

Bush & Associates audited the Company’s financial statements, including its consolidated balance sheets as of August 31, 2025, and 2024, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “Financial Statements”). The audit reports of Bush & Associates on the Financial Statements did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended August 31, 2025, and 2024, and the subsequent interim period through April 27, 2026, there were no disagreements with Bush & Associates on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Bush & Associates, would have caused Bush & Associates to make reference to the subject matter of the disagreements in connection with its reports. During the fiscal years ended August 31, 2025, and 2024, and the subsequent interim period through April 27, 2026, there were no events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K.

The Company furnished Bush & Associates with a copy of the disclosures in this Current Report, and requested that Bush & Associates furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made in this Current Report and, if not, stating the respects in which it does not agree. A copy of Bush & Associates’ letter to the SEC is filed as Exhibit 16.1 to this Current Report.

On April 27, 2026, the Company engaged KPMG LLP (“KPMG”) as its new independent registered public accounting firm beginning with the quarter ending May 31, 2026, and year ending August 31, 2026. The change in the Company’s independent registered public accounting firm was recommended by the Audit Committee and approved by the Board. During the fiscal years ended August 31, 2025, and 2024, and the subsequent interim period through April 27, 2026, neither the Company nor anyone on its behalf consulted with KPMG regarding either (i) the application of accounting principles to a specific transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s consolidated financial statements; or (iii) any matter that was the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided KPMG with a copy of this Current Report and requested KPMG to review the disclosure contained in this Current Report before it is filed with the SEC. The Company also provided KPMG the opportunity to furnish us with a letter addressed to the SEC containing any new information, clarification of the expression of the Company’s views stated in this Current Report, or the respects in which KPMG disagrees with the statements made in this Current Report. KPMG has advised the Company that it has reviewed the disclosures in this Current Report and has no basis upon which to submit such a letter addressed to the SEC.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
16.1		Letter to the Securities & Exchange Commission from Bush & Associates CPA LLC.
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 1, 2026	By:	/s/ Chi Tsang
	Name:	Chi Tsang
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Bitmine Immersion switches auditor to KPMG LLP

Rhea-AI Filing Summary