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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): 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 |
