Bitmine reports 31.9% Eightco (OCTO) stake and $75M share commitment

Rhea-AI Filing Summary

Bitmine Immersion Technologies, Inc. filed a Schedule 13D reporting beneficial ownership of 100,655,143 shares of Eightco Holdings Inc. common stock, representing 31.94% of the outstanding class as of March 16, 2026. This stake includes 13,698,630 shares acquired under a September 8, 2025 securities purchase agreement and 86,956,513 shares bought in the open market.

On March 11, 2026, Bitmine committed via an investment letter to purchase additional Eightco common stock for an aggregate price of not less than $75,000,000, funded from its general working capital. The shares were acquired for investment purposes, and Bitmine may increase or decrease its holdings over time. Thomas Lee, Executive Chairman of Bitmine, joined Eightco’s Board of Directors on March 10, 2026, strengthening the relationship between the two companies.

Insights

Equity ownership and governance analyst

Bitmine has become a major Eightco shareholder with board representation and a sizable equity commitment.

Bitmine Immersion Technologies now beneficially owns 100,655,143 Eightco shares, or 31.94% of the common stock based on 315,141,681 shares outstanding as of March 16, 2026. This makes Bitmine a significant strategic holder with substantial influence potential.

The position was built through a September 8, 2025 purchase agreement for 13,698,630 shares and 86,956,513 shares acquired in open-market transactions. In addition, on March 11, 2026 Bitmine committed to buy at least $75,000,000 of additional Eightco stock using its working capital, signaling a sizable financial commitment.

The filing states the stake is for investment purposes, while allowing for future purchases or sales depending on business and market conditions. Thomas Lee, Bitmine’s Executive Chairman, joined Eightco’s board on March 10, 2026, adding formal governance influence alongside the large equity position. Subsequent company filings may clarify how this relationship shapes strategy and capital decisions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Eightco Holdings Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

(CUSIP Number)

BITMINE IMMERSION TECHNOLOGIES
800 CONNECTICUT AVENUE,,
NORWALK, CT, 06854
203-401-8200

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

03/10/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

BITMINE IMMERSION TECHNOLOGIES, INC.

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)

WC

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 100,655,143.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 100,655,143.00

11

Aggregate amount beneficially owned by each reporting person

100,655,143.00

12

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

13

Percent of class represented by amount in Row (11)

31.94 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Items 8, 10 and 11 consist of (i) 13,698,630 shares of common stock, par value $0.001 ("Common Stock") of Eightco Holdings Inc. (the "Issuer") acquired pursuant to that certain Securities Purchase Agreement, dated September 8, 2025, between the Issuer and the Reporting Person and (ii) 86,956,513 shares of Common Stock acquired in open market purchases. Item 13 is based on 315,141,681 shares of Common Stock outstanding as of March 16, 2026, as reported by the Issuer on March 17, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: Eightco Holdings Inc.
(c)	Address of Issuer's Principal Executive Offices: 101 Larry Holmes Drive, Suite 313,, Easton, PENNSYLVANIA , 18042.
Item 2.	Identity and Background
(a)	BITMINE IMMERSION TECHNOLOGIES, INC.
(b)	800 CONNECTICUT AVENUE, NORWALK, CT 06854
(c)	Reporting Person's principal business is to maximize ETH per share and advance the Ethereum ecosystem through strategic treasury management and native protocol participation.
(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)	Delaware.
Item 3.	Source and Amount of Funds or Other Consideration
	On March 11, 2026, the Issuer and the Reporting Person entered into an investment commitment letter pursuant to which the Reporting Person committed to purchase shares of Common Stock for an aggregate purchase price of not less than $75,000,000. The source of funds for this investment is the Reporting Person's general working capital.
Item 4.	Purpose of Transaction
	The information in Items 3, 5 and 6 of this Schedule 13D is incorporated herein by reference. The Common Stock reported herein was acquired for investment purposes. The Reporting Person may make additional purchases of the Issuer's securities depending on the Issuer's business, prospects and financial condition, the market for the Issuer's securities, general economic conditions, money and stock market conditions and other future developments. The Reporting Person reserves the right to dispose of some or all of the Common Stock. Except as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, the Reporting Person, at any time and from time to time, may review, reconsider and change its position and/or change its purpose and/or develop such plans.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained on the cover page of this Schedule 13D is incorporated herein by reference.
(b)	The information contained on the cover page of this Schedule 13D is incorporated herein by reference.
(c)	Except as set forth in this Schedule 13D, the Reporting Person has not effected any transaction in Common Stock in the past 60 days.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in or incorporated by reference in Items 3, 4 and 5 of this Schedule 13D is incorporated by reference into this Item 6. Thomas Lee, Executive Chairman of the Reporting Person, was appointed to the Board of Directors of the Issuer on March 10, 2026. Except as described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships with respect to securities of the Issuer between the Reporting Persons and any other person, with respect to the Common Stock of the Issuer.

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.

BITMINE IMMERSION TECHNOLOGIES, INC.

Signature:	/s/ Chi Tsang
Name/Title:	Chi Tsang / Chief Executive Officer
Date:	03/20/2026

FAQ

How many Eightco (OCTO) shares does Bitmine Immersion Technologies own?

Bitmine Immersion Technologies beneficially owns 100,655,143 Eightco common shares. This position combines 13,698,630 shares from a September 8, 2025 securities purchase agreement and 86,956,513 shares acquired through open market purchases, making Bitmine a major shareholder in Eightco.

What percentage of Eightco (OCTO) does Bitmine’s 13D filing represent?

Bitmine’s Schedule 13D reports beneficial ownership of 31.94% of Eightco’s common stock. This percentage is calculated using 315,141,681 Eightco shares outstanding as of March 16, 2026, as reported by Eightco on March 17, 2026 in its own disclosure.

How did Bitmine acquire its Eightco (OCTO) stake according to the Schedule 13D?

Bitmine’s stake comes from two sources: 13,698,630 Eightco common shares obtained under a September 8, 2025 Securities Purchase Agreement and 86,956,513 shares bought in open market transactions. Together, these total 100,655,143 shares reported as beneficially owned.

What additional investment has Bitmine committed to make in Eightco (OCTO)?

On March 11, 2026, Bitmine entered an investment commitment letter with Eightco to purchase additional common shares for at least $75,000,000. The filing states that Bitmine will fund this investment from its general working capital, indicating substantial available liquidity.

Why did Bitmine Immersion Technologies acquire Eightco (OCTO) shares?

The Schedule 13D states the Eightco shares were acquired for investment purposes. Bitmine may buy more or sell some of its holdings depending on Eightco’s business, prospects, financial condition, market conditions for Eightco’s securities, and broader economic developments.

Did Bitmine gain board representation at Eightco (OCTO)?

Yes. The filing notes that Thomas Lee, Executive Chairman of Bitmine Immersion Technologies, was appointed to Eightco’s Board of Directors on March 10, 2026. This gives Bitmine a direct role in Eightco’s governance alongside its large equity position.

What is Bitmine Immersion Technologies’ business focus as described in the filing?

The filing describes Bitmine’s principal business as maximizing ETH per share and advancing the Ethereum ecosystem. It seeks to do this through strategic treasury management and participation in native Ethereum protocols, reflecting a focus on cryptocurrency-related activities.