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United States securities and exchange commission logo
August 28, 2023
Jonathan Bates
Chief Executive Officer
Bitmine Immersion Technologies, Inc.
2030 Powers Ferry Road SE
Suite 212
Atlanta, Georgia 30339
Re:Bitmine Immersion Technologies, Inc.
Form 10-K Filed December 9, 2022
Form 10-Q Filed July 14, 2023
File No. 000-56220
Dear Jonathan Bates:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Period Ended August 31, 2022
General
1.Provide disclosure of any significant crypto asset market developments material to
understanding or assessing your business, financial condition and results of operations, or
share price since your last reporting period, including any material impact from the price
volatility of crypto assets.  In addition, and to the extent material, discuss how recent
bankruptcies in the crypto asset market and the downstream effects of those bankruptcies
have impacted or may impact your business, financial condition, customers, and
counterparties, either directly or indirectly. Clarify whether you have material assets that
may not be recovered due to the bankruptcies or may otherwise be lost or
misappropriated.
2. If material to an understanding of your business, describe any direct or indirect exposures

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to other counterparties, customers, custodians, or other participants in crypto asset
markets, including Gemini, known to:
•Have filed for bankruptcy, been decreed insolvent or bankrupt, made any assignment
for the benefit of creditors, or have had a receiver appointed for them.
•Have experienced excessive redemptions or suspended redemptions or withdrawals
of crypto assets.
•Have the crypto assets of their customers unaccounted for.
•Have experienced material corporate compliance failures.
Please also revise your risk factor disclosure as appropriate.
Item 1. Business, page 1
3.Describe your plan of operations for the next 12 months, providing specific details of your
plan, including milestones, the anticipated timeframe for beginning and completing each
milestone, anticipated expenses associated with each milestone and the expected sources
of funding. Please explain how the company intends to meet each of the milestones if it
cannot receive funding. Refer to Item 101(a)(2) of Regulation S-K.
4.Please provide a quantified breakeven analysis that compares the cost to earn/mine the
crypto assets with the value of those crypto assets.
Company Overview, page 2
5.Please expand your disclosure regarding the joint arrangement entered for a location and
power purchase agreement in Pecos, Texas to include the parties and material terms
including any termination provisions and file the agreement as an exhibit.
6.Refer to your statement "[W]e have the right to terminate our agreement with TSTT at any
time that the price for electricity consumption exceeds $0.05 per kwh" and advise us of
the basis for this termination right. Also, if any Statements of Work have been executed,
please file these as exhibits or advise.
7.We note your statement in the penultimate paragraph on page 2 and the second bullet
point on page 3 and on page 51 that your mining activities are “in exchange for digital
asset rewards (primarily bitcoin).”  Please tell us, and disclose in future filings, any other
crypto assets received and clarify your use of “primarily.”
8.We note your disclosure on pages 2 and 58 that you participate in mining pools and
have executed contracts "with the mining pool operators to provide computing power to
the mining pool." With regards to your hosting service, please clarify whether hosting
customers have full control over the pool utilized by the mining machines held by the
Company and whether mining rewards are paid directly to customers' wallets by the
mining pool or if they are paid to the Company and then disbursed to the hosting
customer. Please also revise to disclose:
•the mechanics of how revenues are split in the pools in which you participate;
•the material terms of your mining pool agreements and file these agreements

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as exhibits;
•the percentage of your Bitcoin hashing power contributed to mining pools;
•the total hashing power of each pool and the percentage thereof contributed by
your miners;
•how the pools hold your proportion of mining rewards and the duration thereof; and
•whether the pool operators have insurance for theft or loss and the risks associated
with transferring crypto assets.
Revenue Sources, page 3
9.You disclose that you do not have a set policy in regard to how long you hold
crypto assets that you receive as payment, other than to "immediately sell digital assets as
needed to pay operating expenses or for capital expenditures." Please revise to discuss: (i)
the average period between receipt of your crypto assets and the subsequent sale and (ii)
any risks to your liquidity caused by volatility in crypto asset pricing.
10.Please reconcile your disclosures on whether you hold or plan to hold crypto assets for
investment. For example, on page 4 you state "[w]e do not plan to hold any digital assets
that we receive as a long-term investment" and on page 51 you state "we may hold our
digital assets as investments in anticipation of continued adoption of digital assets as a
“store of value” and a more efficient medium of exchange than traditional fiat
currencies."
Key Factors Affecting Our Performance
Halving, page 7
11.Please revise to discuss the anticipated impacts of the next Bitcoin halving and what steps
you are taking to address or mitigate these impacts, if any. Discuss in greater detail the
potential impact of the decrease in the amount of Bitcoin rewards on your revenues and on
the economics of your mining operations.
Electricity Costs, page 8
12.Please revise to quantify electricity costs and the electricity rates paid for mining efforts
for each period presented.
Our Facilities, page 10
13.Refer to your updated disclosure on the Trinidad local utility's intent to charge $0.09 per
kwh for electricity supplied to your hosting containers, rather than the 3.5 cents per kwh
you expected to pay, and your new focus on developing hosting locations in the United
States and Canada where you state that rates are 16.2 cents per kwh and 10.7 cents per
kwh, respectively. Please update here to clarify the rate you expect to pay for electricity in
these replacement hosting locations. Also update disclosures in the MD&A and
throughout the filing to reflect how this price change will affect your business and
operations.  In addition, please update disclosures on your Trinidad container and

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warehouse space leases and on the "permanent facilities" you reference to clarify how
your operations and plans are impacted by the utility's intent to charge you $0.09 per kwh,
including intentions regarding renewal of the leases and for the "permanent facilities."
Mining Equipment, page 11
14.Refer to your disclosure that your principal supplier for miners has been Bitmain and that
your mining business is "highly dependent upon digital asset mining equipment suppliers
such as Bitmain...." If significant, please quantify your reliance on Bitmain or other digital
asset mining equipment suppliers and revise to include a related risk factor on your
reliance on digital asset mining equipment suppliers such as Bitmain. To the extent you
are substantially dependent on any agreements with Bitmain or other suppliers, please
describe the material terms of such agreements and file the agreements as exhibits. If you
believe you are not substantially dependent on the agreements, please provide us with an
analysis supporting your belief. See Item See Item 101(h)(4)(v) of Regulation S-K.
Item 1A. Risk Factors, page 12
15.Please revise your risk factor disclosure to address the following risks, to the extent
material:
•Discuss any reputational harm you may face in light of the recent disruption in the
crypto asset markets. For example, discuss how market conditions have affected how
your business is perceived by customers, counterparties, and regulators, and whether
there is a material impact on your operations or financial condition.
•Describe any material risks to your business from the possibility of regulatory
developments related to crypto assets and crypto asset markets. Identify material
pending crypto legislation or regulation and describe any material effects it may have
on your business, financial condition, and results of operations.
•Describe any material risks you face related to the assertion of jurisdiction by U.S.
and foreign regulators and other government entities over crypto assets and crypto
asset markets.
•To the extent material, describe any gaps your board or management have identified
with respect to risk management processes and policies in light of current crypto asset
market conditions as well as any changes they have made to address those gaps.
•Describe any material financing, liquidity, or other risks you face related to the
impact that the current crypto asset market disruption has had, directly or indirectly,
on the value of the crypto assets you use as collateral or the value of your crypto
assets used by others as collateral.
16.To the extent material, describe any of the following risks due to disruptions in the crypto
asset markets:
•Risk from depreciation in your stock price.
•Risk of loss of customer demand for your products and services.
•Financing risk, including equity and debt financing.
•Risk of increased losses or impairments in your investments or other assets.

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•Risks of legal proceedings and government investigations, pending or known to be
threatened, in the United States or in other jurisdictions against you or your affiliates.
•Risks from price declines or price volatility of crypto assets.
17.Please remove your disclosure on page 32 in future filings that, "Because there has been
limited precedent set for the financial accounting for Bitcoin and other digital assets and
related revenue recognition and no official guidance has yet been provided by the
Financial Accounting Standards Board or the SEC, it is unclear how companies may in
the future be required to account for digital asset transactions and assets and related
revenue recognition."  We observe that the FASB codification is the source of
authoritative generally accepted accounting principles and that there is codification
guidance whose scope applies to your transactions.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 52
18.Please tell us, and revise future filing disclosures, to quantify and discuss the expenses
(e.g. electricity, utilities, facilities costs, depreciation and supplies, purchase price of
equipment sold, shipping and value added tax on the equipment) comprising your cost of
sales for both hosting and mining and equipment sold.
Liquidity and Capital Resources, page 54
19.We note your disclosure in the Liquidity section that you believe you will have sufficient
liquidity to fund operations for the next 12 months.  Please tell us the following:
•Given your significant losses in the periods presented and accumulated deficit, please
tell us, in detail, how you determined the cash flows referenced in the Liquidity
section will be sufficient to satisfy liquidity needs in the next 12 months, especially
given the uncertainties surrounding the cash flows referenced (i.e. repayment on
container sales, the price of Bitcoin, electricity costs, performance of joint venture,
etc.);
•How you analyzed your ability to generate and obtain adequate amounts of cash to
meet your requirements in the long-term (i.e., beyond the next 12 months) as required
by Item 303(b)(1) of Regulation S-K; and
•How your auditor - BF Borgers CPA PC - evaluated the Company's ability to
continue as a going concern and the need for explanatory language.
Critical Accounting Policies, page 56
20.We note that your financial statements include items for which the underlying carrying
value and valuation involves significant estimates.  Please address the following for all
critical accounting estimates:
•Identify your critical accounting estimates or assumptions that have had or
you expect could have a significant impact on your financial statements;
•Supplements, but does not duplicate, the description of accounting policies or other

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disclosures in the notes to the financial statements;
•Identify the key quantitative inputs in your baseline estimates;
•Explain the qualitative adjustments made to the baseline estimates;
•Discuss why each critical accounting estimate is subject to uncertainty;
•Discuss how much each estimate and/or assumption has changed over the relevant
period; and
•Discuss the sensitivity of the reported amount to the methods, assumptions and
estimates underlying its calculation.
Refer to Release No. 33-8350 Interpretation: Commission Guidance Regarding
Management's Discussion and Analysis of Financial Condition and Results of Operations
and Item 303(b)(3) of Regulation S-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters, page 68
21.You disclose that the percent of common stock held by the shares beneficially owned is
based on 48,706,915 shares of common stock issued and outstanding as of December 1,
2022.  We are unable to recalculate the percents disclosed.  Additionally, tell us why you
have included unexercised warrants for common stock in shares benefically
owned.  Based on overall materiality, please revise accordingly.
Item 15. Exhibits, Financial Statement Schedules
Statements of Cash Flows, page F-6
22.You disclose in your cash flow statement that you received cash proceeds of $5.2 million
from the sale of common shares in a private placement.  We also note your disclosure that
2,672,000 Units in the Unit offering (private placement) consisted of an in-kind
investment in the form of a sale of new mining equipment to the Company for $3.3
million.  Please tell why you have reflected the in-kind exchange for new mining
equipment for 2,672,000 Units as cash proceeds from the sale of common shares in a
private placement and how you have reflected the in-kind exchange in the purchase of
fixed assets.
Note 1. Basis of Presentation and Summary of Significant Policies
Revenues from Digital Currency Mining and Revenues from Self-Mining, page F-8
23.Please tell us, and revise future filings, to disclose the following:
•Who the customer is and the basis