Bitmine Immersion Technologies (BMNR): Schedule 13G/A (Amendment No. 1) reports that Peter Thiel and affiliated entities collectively beneficially own 2,547,001 shares of common stock, representing 0.9% of the class as of 09/30/2025. The holdings comprise 1,963,380 shares held by FF Consumer Growth II, LP and 583,621 shares held by FF Consumer Growth, LLC, with shared voting and dispositive power noted.
Percentages are based on 284,742,317 shares outstanding as of 09/23/2025, as reported in a prospectus supplement. The reporting persons disclaim group status and certify the securities were not acquired to change or influence control, consistent with a passive Schedule 13G filing.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
BITMINE IMMERSION TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
09175A206
(CUSIP Number)
09/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
09175A206
1
Names of Reporting Persons
FF Consumer Growth II, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,963,380.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,963,380.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,963,380.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
09175A206
1
Names of Reporting Persons
The Founders Fund Growth II Management, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,963,380.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,963,380.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,963,380.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
09175A206
1
Names of Reporting Persons
FF Upper Tier GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,963,380.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,963,380.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,963,380.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
09175A206
1
Names of Reporting Persons
FF Consumer Growth, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
583,621.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
583,621.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
583,621.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
09175A206
1
Names of Reporting Persons
The Founders Fund Growth Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
583,621.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
583,621.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
583,621.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
09175A206
1
Names of Reporting Persons
Peter Thiel
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,547,001.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,547,001.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,547,001.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BITMINE IMMERSION TECHNOLOGIES, INC.
(b)
Address of issuer's principal executive offices:
10845 Griffith Peak Dr. #2, Las Vegas, NV, 89135.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
FF Consumer Growth II, LP ("FFCG II")
The Founders Fund Growth II Management, LP ("FFCG II GP")
FF Upper Tier GP, LLC ("FFCG II UGP")
FF Consumer Growth, LLC ("FFCG LLC")
The Founders Fund Growth Management, LLC ("FFGM")
Peter Thiel ("Thiel")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
One Letterman Dr., Building D, 5th Floor
San Francisco, CA 94129
(c)
Citizenship:
FFCG II Delaware
FFCG II GP Delaware
FFCG II UGP Delaware
FFCG LLC Delaware
FFGM Delaware
Thiel United States
(d)
Title of class of securities:
Common Stock, par value $0.0001
(e)
CUSIP No.:
09175A206
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2025 and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 1,963,380 shares of common stock directly held by FFCG II and (ii) 583,621 shares of common stock directly held by FFCG LLC.
FFCG II GP is the general partner of FFCG II and FFCG II UGP is the general partner of FFCG II GP. FFGM is the manager of FFCG LLC. Thiel is the manager of each of FFCG II UGP and FFGM and possesses power to direct the voting and disposition of the securities held by each of FFCG II and FFCG LLC.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2025 and is incorporated by reference. The percentage set forth in each row 11 is based upon 284,742,317 shares of common stock outstanding as of September 23, 2025, as reported in the Issuer's prospectus supplement dated September 22, 2025 filed with the Securities and Exchange Commission (the "SEC") on September 22, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2025 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2025 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2025 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2025 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
FF Consumer Growth II, LP
Signature:
/s/ Peter Thiel
Name/Title:
By The Founders Fund Growth II Management, LP, Its General Partner, By FF Upper Tier GP, LLC, Its General Partner, By Peter Thiel, Manager
Date:
11/14/2025
The Founders Fund Growth II Management, LP
Signature:
/s/ Peter Thiel
Name/Title:
By FF Upper Tier GP, LLC, Its General Partner, By Peter Thiel, Manager
Date:
11/14/2025
FF Upper Tier GP, LLC
Signature:
/s/ Peter Thiel
Name/Title:
By Peter Thiel, Manager
Date:
11/14/2025
FF Consumer Growth, LLC
Signature:
/s/ Peter Thiel
Name/Title:
By The Founders Fund Growth Management, LLC, Its Manager, By Peter Thiel, Manager
Date:
11/14/2025
The Founders Fund Growth Management, LLC
Signature:
/s/ Peter Thiel
Name/Title:
By Peter Thiel, Manager
Date:
11/14/2025
Peter Thiel
Signature:
/s/ Peter Thiel
Name/Title:
Peter Thiel
Date:
11/14/2025
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on July 15, 2025).
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