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

Rhea-AI Filing Summary

Schedule 13G filing dated 15 July 2025 discloses that several entities affiliated with Founders Fund and individual filer Peter Thiel have accumulated a meaningful passive position in BitMine Immersion Technologies, Inc. (BMNR).

The filing covers six Reporting Persons: FF Consumer Growth II, LP; The Founders Fund Growth II Management, LP; FF Upper Tier GP, LLC; FF Consumer Growth, LLC; The Founders Fund Growth Management, LLC; and Peter Thiel. All entities are organized in Delaware, while Thiel is a U.S. citizen.

Collectively, the Reporting Persons hold 5,094,000 shares of BMNR common stock, representing 9.1 % of the 56,253,249 shares outstanding as of 14 July 2025. Within this total, FF Consumer Growth II, LP owns 3,926,759 shares (7.0 %), and FF Consumer Growth, LLC owns 1,167,241 shares (2.1 %). Voting and dispositive powers are shared—none of the filers reports sole authority over any shares.

The certification section states that the securities were “not acquired and are not held with the purpose or effect of changing or influencing the control of the issuer,” indicating a passive investment stance. A joint-filing agreement (Exhibit 99.1) accompanies the submission, and the filers expressly disclaim formation of a control group.

• Date triggering filing: 08 July 2025
• CUSIP: 09175A206; class: Common Stock, par $0.0001
• Principal business address of filers: One Letterman Dr., Building D, 5th Floor, San Francisco, CA 94129
• Issuer headquarters: 10845 Griffith Peak Dr. #2, Las Vegas, NV 89135

The disclosure signals a sizable passive stake by high-profile investors, a data point that can influence market perception and liquidity for BMNR shares.

Positive

• 9.1 % beneficial ownership by Peter Thiel and Founders Fund affiliates provides a significant, publicly disclosed investment in BMNR.
• Shared voting and dispositive powers across entities demonstrate coordinated, transparent reporting, enhancing clarity for other shareholders.

Negative

• None.

Insights

Securities Analyst

TL;DR: Founders Fund affiliates and Peter Thiel reveal 9.1 % passive stake in BMNR; no change-of-control intent.

The Schedule 13G confirms that entities tied to Founders Fund—via two limited partnerships and two LLCs—plus Peter Thiel collectively control just over nine percent of BitMine Immersion Technologies’ outstanding common shares. All voting and dispositive rights are shared, with no single entity claiming sole authority, and the certification language indicates a passive investment strategy. While the filing does not discuss purchase price or timing, the magnitude of the position (over the 5 % reporting threshold) can improve liquidity and enhance investor confidence because respected fund managers are involved. The absence of activist language reduces near-term governance risk. Overall, the disclosure is impactful because it identifies a new, sizable shareholder, yet neutral on operational outlook.

Corporate Governance Specialist

TL;DR: Large but passive ownership—9.1 %—adds influential holder without immediate governance pressure.

From a governance standpoint, the 13G filing brings a credible, sophisticated shareholder onto BitMine’s register. The explicit disclaimer of control intent and the passive 13G (rather than 13D) classification suggest no imminent board or strategic challenges. Nevertheless, the combined stake gives the Reporting Persons voting influence in shareholder matters such as director elections or equity issuances. Multiple affiliated entities funnel authority to a single individual—Peter Thiel—streamlining potential future action if their stance changes. Investors should monitor any subsequent switch to a 13D or further accumulation above 10 %, which would trigger Section 16 insider status. At present, the impact is positive but moderate, chiefly improving market perception rather than altering governance dynamics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

BITMINE IMMERSION TECHNOLOGIES, INC.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

09175A206

(CUSIP Number)

07/08/2025

(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 3,926,759.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,926,759.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,926,759.00

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)

7.0 %

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 3,926,759.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,926,759.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,926,759.00

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)

7.0 %

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 3,926,759.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,926,759.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,926,759.00

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)

7.0 %

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 1,167,241.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,167,241.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,167,241.00

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)

2.1 %

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 1,167,241.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,167,241.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,167,241.00

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)

2.1 %

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 5,094,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,094,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,094,000.00

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)

9.1 %

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 and is incorporated by reference. The Reporting Persons' ownership of the Issuer's securities consists of (i) 3,926,759 shares of common stock directly held by FFCG II and (ii) 1,167,241 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 and is incorporated by reference. The percentage set forth in each row 11 is based upon 56,253,249 shares of common stock outstanding as of July 14, 2025, as reported by the Issuer to the Reporting Persons.
(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 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 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 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 and is incorporated by reference.
Item 5.	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:	07/15/2025

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:	07/15/2025

FF Upper Tier GP, LLC

Signature:	/s/ Peter Thiel
Name/Title:	By Peter Thiel, Manager
Date:	07/15/2025

FF Consumer Growth, LLC

Signature:	/s/ Peter Thiel
Name/Title:	By The Founders Fund Growth Management, LLC, Its Manager, By Peter Thiel, Manager
Date:	07/15/2025

The Founders Fund Growth Management, LLC

Signature:	/s/ Peter Thiel
Name/Title:	By Peter Thiel, Manager
Date:	07/15/2025

Peter Thiel

Signature:	/s/ Peter Thiel
Name/Title:	Peter Thiel
Date:	07/15/2025

Exhibit Information

Exhibit 99.1 Joint Filing Agreement

FAQ

What percentage of BitMine Immersion Technologies (BMNR) does Peter Thiel now own?

The filing shows Peter Thiel beneficially owns 5,094,000 shares, representing 9.1 % of BMNR’s outstanding common stock.

Which Founders Fund entities are listed in the Schedule 13G for BMNR?

The entities are FF Consumer Growth II, LP; The Founders Fund Growth II Management, LP; FF Upper Tier GP, LLC; FF Consumer Growth, LLC; and The Founders Fund Growth Management, LLC.

Is the newly disclosed stake considered passive or activist?

The certification states the shares were not acquired to change or influence control; the filing is on Schedule 13G, indicating a passive investment.

How many BMNR shares are outstanding according to the filing?

The filing references 56,253,249 shares outstanding as of 14 July 2025.

What is the CUSIP number for BitMine Immersion Technologies common stock?

The CUSIP number disclosed is 09175A206.