[144] Cipher Mining Inc. Warrant 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.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Citigroup Global Markets Inc 388 Greenwich Street New York NY 10013	289145	1752854.82	335271900	07/15/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	03/11/2024	distribution of dividend from Bitfury	Bitfury			48834333	03/11/2024	distribution dividend

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
V3 Holding Ltd Serenia Residences Block B Palm Jumeirah Dubai C0 Dubai	Common Stock	07/14/2025	667010	4072312.00
V3 Holding Ltd Serenia Residences Block B Palm Jumeirah Dubai C0 Dubai	Common Stock	07/11/2025	432990	2652583.34
V3 Holding Ltd Serenia Residences Block B Palm Jumeirah Dubai C0 Dubai	Common Stock	07/09/2025	600000	3704950.00
V3 Holding Ltd Serenia Residences Block B Palm Jumeirah Dubai C0 Dubai	Common Stock	07/08/2025	600000	3648550.00
V3 Holding Ltd Serenia Residences Block B Palm Jumeirah Dubai C0 Dubai	Common Stock	07/10/2025	600000	3764650.00
V3 Holding Ltd Serenia Residences Block B Palm Jumeirah Dubai C0 Dubai	Common Stock	07/02/2025	500000	2641950.00
V3 Holding Ltd Serenia Residences Block B Palm Jumeirah Dubai C0 Dubai	Common Stock	07/01/2025	500000	2428700.00

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

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.