[SCHEDULE 13D] BitMine Immersion Technologies, Inc. SEC Filing

Rhea-AI Filing Summary

BTC Digital Ltd. (Nasdaq: BTCT) has filed a preliminary prospectus supplement for a direct offering of ordinary shares and pre-funded warrants to unnamed institutional investors. Aegis Capital Corp. will act as placement agent on a best-efforts basis and will receive a 7.0 % cash fee plus expense reimbursement. Key economic terms—including the number of shares, warrant count, and offering price—are still bracketed and subject to finalisation.

The pre-funded warrants carry a de minimis exercise price of US$0.00001 per share, are exercisable immediately, and feature customary anti-dilution protections. All directors, officers and 10 % shareholders will enter 90-day lock-ups, and the company itself is subject to the same stand-still period for new equity issuance (with limited exceptions). Closing is targeted for 16 July 2025, subject to customary conditions.

Use of proceeds: net proceeds are earmarked for the purchase of Ethereum, indicating an intention to diversify beyond the company’s core bitcoin-mining focus. Management highlights prior takedowns under the same shelf (US$8.87 m in shares and US$12.95 m in pre-funded warrants sold in December 2024).

Business snapshot: BTC Digital is a Cayman-incorporated crypto-asset technology company with operations in the United States. Revenue for FY-2024 was “substantially” derived from bitcoin mining and mining-machine resale. Counsel confirms the transaction does not trigger PRC CSRC filing requirements.

Risk considerations flagged include crypto-market volatility, use-of-proceeds concentration in Ethereum, potential dilution, and general crypto regulatory uncertainty. All quantitative dilution, capitalization and pricing tables remain incomplete pending final terms.

Positive

• Additional liquidity: Direct placement, once priced, will inject fresh capital without traditional underwriting risk.
• Strategic diversification: Proceeds earmarked for Ethereum acquisition broaden crypto exposure beyond bitcoin mining.
• Regulatory clarity: Counsel states no CSRC filing is required, reducing cross-border regulatory overhang.
• Investor protections: 90-day lock-ups for insiders and company stand-still help mitigate immediate resale pressure.

Negative

• Incomplete terms: Share count, pricing, and net proceeds are still TBD, preventing precise dilution assessment.
• Speculative use of funds: Deploying equity proceeds into Ethereum rather than operating assets elevates market-price risk.
• High placement fee: 7 % cash commission plus expenses raises effective cost of capital.
• Potential overhang: Pre-funded warrants and short lock-up could translate into rapid float expansion post-period.

Insights

Financial Analyst

TL;DR — Capital raise adds liquidity but lacks key pricing data, proceeds targeted to ETH, creating speculative profile.

From a financing perspective this is a straight private-investment-public-equity (PIPE) style deal. Until final numbers are disclosed, the dilution impact cannot be modelled; however, the presence of pre-funded warrants implies the investor base wants near-term economics without triggering ownership caps. The 7 % placement fee is within U.S. small-cap norms. Direct allocation avoids underwritten market risk but signals limited institutional demand at scale. Proceeds will not fund operations or capex but instead convert to Ethereum, effectively shifting balance-sheet exposure from USD to a volatile crypto asset—an aggressive treasury strategy that heightens earnings volatility. Overall deal impact: neutral to mildly negative pending sizing.

Crypto Industry Specialist

TL;DR — Offering supports expansion into ETH; shows strategic pivot beyond BTC mining.

BTC Digital’s plan to recycle fresh equity into Ethereum suggests management sees upside in multi-asset crypto exposure. While this could provide staking or DeFi-related optionality, investors must recognise commodity-like risk: ETH’s 30-day annualised volatility hovers near 65 %. The company keeps all self-mined BTC in hot wallets, adding custodial and hacking risks already. Layering ETH onto the treasury magnifies security and price risk. The filing notes compliance focus (no CSRC trigger) and lock-ups that limit immediate insider selling. Yet, until the final share count and warrant structure settle, dilution uncertainty persists. Strategic verdict: noteworthy but speculative.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

BITMINE IMMERSION TECHNOLOGIES, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

09175A206

(CUSIP Number)

MOZAYYX UGP, LLC
111 Congress Ave, Suite 1200
Austin, TX, 78701
(512) 522-9690

DLA Piper LLP (US)
One Liberty Place 1650, Market Street, Suite 5000
Philadelphia, PA, 19103-7300
(215) 656-2472

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/08/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 09175A206

1

Name of reporting person

MOZAYYX UGP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,358,560.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,358,560.00

11

Aggregate amount beneficially owned by each reporting person

5,358,560.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Items 8, 10 and 11 consist of (i) 3,333,333 shares of common stock, par value $0.0001 ("Common Stock"), of Bitmine Immersion Technologies, Inc. (the "Issuer") held by MOZAYYX TOWER SPV I, LP, a Delaware limited partnership ("SPV"), an entity controlled by MOZAYYX UGP, LLC ("UGP" or the "Reporting Person"); and (ii) 2,025,277 shares of Common Stock pursuant to the Strategic Advisor Warrants (as defined herein) that are exercisable within 60 days of the date hereof by Ethereum Tower Instant LLC, a Delaware limited liability company ("ETI") of which UGP is the sole manager. While the Strategic Advisor Warrants provide certain rights to acquire up to 3,192,620 shares of the Issuer's common stock, Section 2(e) of the Strategic Advisor Warrants provides that ETI has no right to exercise any portion of the Strategic Advisor Warrant to the extent that, giving effect to such exercise, ETI or its affiliates would beneficially own in excess of 9.99% of the Issuer's outstanding Common Stock. Item 13 is based on 51,614,018 shares of Common Stock outstanding as of July 8, 2025, as confirmed to UGP by the Issuer.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: BITMINE IMMERSION TECHNOLOGIES, INC.
(c)	Address of Issuer's Principal Executive Offices: 10845 Griffith Peak Dr. #2, Las Vegas, NEVADA , 89135.
Item 2.	Identity and Background
(a)	MOZAYYX UGP, LLC, a Delaware limited liability company ("UGP").
(b)	The address for UGP for purposes of this filing is 111 Congress Ave. Suite 1200, Austin, TX, 78701.
(c)	UGP's principal business is, together with certain of its affiliates, to act as the sponsor and manager of investment funds and collective investment vehicles that invest in a variety of investments.
(d)	During the five years preceding the date of this filing, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	See response to (d).
(f)	See response to (a).
Item 3.	Source and Amount of Funds or Other Consideration
	On June 30, 2025, SPV, an entity controlled by UGP, entered into a securities purchase agreement with the Issuer pursuant to which SPV purchased 3,333,333 shares of Common Stock (the "Purchase Agreement"). The source of funds for SPV's subscription amount was from capital contributions to the SPV by investors. On July 8, 2025, the Issuer entered into a Strategic Advisor Agreement (the "Strategic Advisor Agreement") with Ethereum Tower Instant LLC, a Delaware limited liability company ("ETI") for which UGP is the sole manager, to expand and diversify the Issuer's business operations through the integration of cryptocurrency and digital asset strategies. Pursuant to the Strategic Advisor Agreement, ETI has agreed to provide the Issuer with business advisory services regarding the digital asset ecosystem and other strategic advice regarding the Issuer's business. As compensation for services rendered by ETI under the Strategic Advisor Agreement, the Issuer issued warrants (the "Strategic Advisor Warrants") to ETI to purchase up to 3,192,620 shares of Common Stock, subject to a limit on exercising the Strategic Advisor Warrants to extent that, giving effect to such exercise, ETI or its affiliates would beneficially own in excess of 9.99% of the Issuer's outstanding Common Stock. The foregoing descriptions of the Purchase Agreement, the Strategic Advisor Agreement and the Strategic Advisor Warrants do not purport to be complete and are qualified in their entirety by the full text to such documents, in the forms filed herewith as Exhibits 99.1, 99.2 and 99.3, respectively, which are incorporated by reference herein.
Item 4.	Purpose of Transaction
	The information set forth or incorporated in Item 3 and Item 6 is hereby incorporated by reference in its entirety into this Item 4. The Reporting Person acquired beneficial ownership of the Common Stock and Strategic Advisor Warrants as part of the transactions described in Item 3 above. The Reporting Person may in the future take actions with respect to their investment in the Issuer as it deems appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. From time to time, the Reporting Person may acquire beneficial ownership of additional securities of the Issuer, by purchase or otherwise, including additional purchases of shares in the open-market or privately negotiated transactions or otherwise. In addition, from time to time, the Reporting Person may dispose of all or a portion of the securities of the Issuer that are beneficially owned by such Reporting Person. Except as set forth above, at the present time, the Reporting Person do not have any current plans or future intentions of making additional changes to the board of directors, management, or changing the number/terms of board of director members of the Issuer. Other than as described above, the Reporting Person do not have any plan or proposal that relate to or would result in any of the transactions involving the Issuer described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.
(b)	The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.
(c)	Except the information set forth in this Schedule 13D, no transactions in the Common Stock have been effected by the Reporting Person during the past sixty days.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth or incorporated in Item 3, Item 4 and Item 5 is hereby incorporated by reference in its entirety into this Item 6. Except as set forth in this Statement, to the best knowledge of the Reporting Person, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2, and between such persons and any person, with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	99.1 Form of Securities Purchase Agreement, dated as of June 30, 2025, between the Issuer and the Purchasers named therein (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K, filed July 3, 2025). 99.2 Strategic Advisor Agreement, dated as of July 8, 2025, between the issuer and ETI (incorporated by reference to Exhibit 10.2 of the Issuer's Current Report on Form 8-K, filed July 9, 2025). 99.3 Form of Strategic Advisor Warrant, dated as of July 8, 2025, issued by the Issuer to ETI (incorporated by reference to Exhibit 4.1 of the Issuer's Current Report on Form 8-K, filed July 9, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MOZAYYX UGP, LLC

Signature:	/s/ Xuan Yong
Name/Title:	Xuan Yong / Authorized Signatory
Date:	07/15/2025

FAQ

What securities is BTC Digital (BTCT) offering?

The company is offering ordinary shares and pre-funded warrants that can be exercised at US$0.00001 per share until fully exercised.

How will BTCT use the proceeds from this offering?

Management states that net proceeds, after fees, will be used to purchase Ethereum.

What fees will Aegis Capital receive?

Aegis earns a 7.0 % cash fee on gross proceeds plus up to US$100,000 in reimbursed expenses.

Are insiders subject to lock-up restrictions?

Yes. Directors, officers and 10 % holders have agreed to 90-day lock-ups; the company itself is also restricted from new issuances for the same period.

Is a CSRC filing required for this overseas offering?

No. Counsel advises that BTC Digital does not meet the criteria triggering a CSRC filing for overseas listings.

When is the expected closing date of the offering?

Delivery versus payment is targeted for 16 July 2025, subject to customary conditions.

Will the pre-funded warrants trade on Nasdaq?

No. The company does not intend to list the pre-funded warrants on any exchange.