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United States securities and exchange commission logo
December 8, 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 October 6, 2023 response to our comment letter 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 this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, our references to prior comments are to comments in our August 28, 2023
letter.
Form 10-Q for the quarterly period ended May 31, 2023
Statement of Cash flows for the Nine months ended May 31, 2023, page 8
1.We note your response to prior comment 37 and your proposed enhanced disclosures in
Exhibit B to your correspondence.  Please address the following:

•Tell us and enhance your disclosures in future filings how the sales of hosting
containers in August 2022 and October 2022 for $1.2 million and $.960 million
reconcile to sale of fixed assets of $1,558.4 million as presented in the cash flow
statement for the nine months ended May 31, 2023;
•Tell us and enhance your disclosures in future filings how the investment in joint
venture $1,056 million (consisting of one immersion container valued at $.3 million,

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Bitmine Immersion Technologies, Inc.
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six GE Protec 1500 KVA transformers valued at $.750 million and $6,000 cash as
disclosed in the 10-K for period ending August 31, 2022) reconciles to the
$.987 million investment in joint venture recognized in the cash flow statement and
to the change in fixed assets for the nine months ended May 31, 2023;
•Tell us and enhance future filings your share of earnings or losses from your joint
venture investment for the periods presented.  Refer to ASC 323-10-45-1; and
•Confirm to us that cash flow investing and financing activities represent actual cash
outflows and inflows of the disclosed activities and do not include any in-kind
transactions as noted in your response to prior comment 22.
Form 10-K for the Period Ended August 31, 2022
Item 1. Business, page 1
2.Please update your future filings to provide disclosure responsive to prior comment 4.
Please also clarify in your breakeven analysis whether, and if so how, the cost of
purchasing mining equipment factors into your analysis. Additionally, clarify whether you
finance the purchase of mining equipment and, if so, reflect financing costs in your
analysis.
3.Refer to prior comment 3 and to your response. Please update the business disclosures
in your future filings to clearly describe your current operations, related agreements and
primary sources of revenue and to clearly distinguish these from any discussion of future
plans. To the extent known, any disclosures of future plans should include the anticipated
steps, timing and financing for these future plans.
Company Overview, page 2
4.Please update your future filings to provide disclosure responsive to prior comment 8.  In
addition please disclose the material terms of your mining pool agreements and file these
agreements as exhibits to the extent required by Item 601(b)(10) of Regulation S-K.
Key Factors Affecting Our Performance Halving
Halving, page 7
5.Refer to comment 11 and to your response that you have included a related risk factor. We
restate the comment to revise future filings to discuss in this section the anticipated
impacts of the next Bitcoin halving and what steps you are taking to address or mitigate
these impacts, if any, and the potential impact of the decrease in the amount of Bitcoin
rewards on your revenues and on the economics of your mining operations. Please also
cross-reference the related risk factor.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 54
6.We note your response to prior comment 19.  We did not note how you addressed the

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Jonathan Bates
Bitmine Immersion Technologies, Inc.
December 8, 2023
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second bullet point.  For that reason, and given the continued losses in the 3- and 9-
months ended May 31, 2023, we reissue that bullet point:
•Please tell us 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.
Critical Accounting Estimates, page 56
7.We note your response to prior comment 20.  We do not understand your statement that
critical accounting estimates are not material or reasonably available given that you have
been generating revenue from the mining of Bitcoin digital currency and the sale of
mining equipment for over 18 months, since the period ended for the three months ended
February 28, 2022.  Further, we do not note any scaled disclosures for smaller reporting
companies in Item 10(f)(1) of Regulation S-K.  Please update your next 10-K to include
critical accounting estimates that address the following:
•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
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
8.We note your response to prior comment 21.  Please enhance your disclosure in future
filings in footnote 1 to clarify, if true, that the percent of common stock beneficially
owned, is based on outstanding shares as of the disclosed date, including any shares as to
which the individual or entity has sole or shared voting power or investment power and
also any shares that the individual or entity has the right to acquire within 60 days after the
disclosed date through the exercise of any stock option, warrant or other right, or the
conversion of any security which are deemed to be outstanding and beneficially owned,
both for that individual and in total shares outstanding.

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December 8, 2023
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Note 1 - Basis of Presentation and Summary of Significant Policies
Revenues from Digital Currency Mining, page F-8
9.We note your response to prior comment 24.  Please confirm our understanding, and
include the specific disclosures in future filings:
•Tell us the name of the mining pool(s) in which you participate;
•You describe your payment mechanism as the "Expected Reward Method." Tell us
your payment mechanism, e.g., Full Pay Per Share (FPPS), Pay Per Share (PPS), Pay
Per Last N Shares (PPLNS), Pay Per Share+ (PPS+) and or Proportional (Prop) and
disclose in future filings;
•Revise your disclosure to indicated how each component of your contract
consideration and or payment mechanism is calculated. In this regard, we note block
rewards, transaction fees, and mining pool operator fees;
•We note that your contracts are terminable, "at any time by either party."  Please
confirm if your contracts are terminable, "at any time by either party  and without
penalty" and include this specific disclosure in future filings, if true;
•We note that your performance obligation is to, "provide computing power to the
mining pool."  Tell us your consideration for disclosing your performance obligation
as, "the service of performing hash computations for the mining pool operator," or
something similar to more precisely and closely align with the promise in your
contracts, and include this specific disclosure in future filings, if true;
•Tell us your consideration of whether each mining pool arrangement is a contract that
is continuously renewed, and if so,oYour consideration as to whether the duration of your contracts is less than 24
hours;
oWhether the rate of payment remains the same upon renewal; and
oWhether your customer's option to renew represents a material right that
represents a separate performance obligation as contemplated by ASC 606-10-
55-42.
•You disclose that you value noncash consideration at the closing price of Bitcoin on
the day of receipt.  Given that the Bitcoin exchange trades 24/7, please tell us the
specific point in time that you fair value Bitcoin each day (e.g., 23:59:59 or 0:00:00).
If 0:00:00, please specify if that is the start of the day of the contract (i.e. 0:00:00 to
23:59:59) or the start of the next day.
•You state in your response that the current mining pool that you utilize determines
the amount due to each participant daily from midnight to midnight UTC time and
pays your share of bitcoin every day at 2:16 a.m. eastern time, that you value the
bitcoin received each calendar day based on the closing price of bitcoin on the day of
receipt, that any differences between the closing price of bitcoin and the price at of
12:00 a.m. or 2:16 a.m. is de minimus and in any event would tend to cancel other out
over the course of a month or quarter.  If you receive your share of bitcoin at 2:16
a.m. eastern time and value at the closing price of bitcoin on the day of receipt, tell us
how the closing price on the day after you provide the service of performing hash

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computations for the mining pool operator complies with ASC 606-10-32-21 (that is,
the date at which the criteria in paragraph 606-10-25-1 are met) and or clarify your
response.
•If your payment mechanism is FPPS, disclose if true, that you recognize non-cash
consideration on the same day that control of the contracted service transfers to the
mining pool operator, which is the same day as the contract inception.
10.In your response to comment 24 you state that mining revenues are comprised of both a
block reward and transaction fees, that both components of the revenue are variable since
dependent on the daily computing power provided by you, that the block reward earned is
not known until the computational hashrate contributed by you over the daily
measurement period is fulfilled over time daily, your proportionate amount of transaction
fees are calculated at the end of each transactional day and as such that in accordance with
ASC 606-10-32-12a, because the amount of consideration is highly susceptible to factors
outside your control, you fully constrain all (variable) consideration until the end of the
day when it is highly probable that a significant reversal will not occur. With regard to the
measurement of your block reward, please address the following:
•Tell us the inputs that determine your block reward;
•Tell us if any inputs that determine your block reward other than your hash rate are
not fixed at the time you begin providing computational power and the factors that
would cause an input to change; and
•Tell us how your threshold of highly probable is consistent with the guidance in ASC
606-10-32-11.
Revenues from Hosting , page F-9
11.We note your response to prior comment 27.  Please provide your SAB 99 materiality
analysis supporting your assertion that the retrospective application of your accounting for
safeguarding of crypto asset obligations is not material.
Cryptocurrency, page F-10
12.We note your response to prior comment 29.  Please tell us the following regarding your
assertion that activities related to digital assets earned through your mining activities and
sales of these digital assets should be included within operating activities on the statement
of cash flows:
•Cryptocurrencies are included within non-current assets on the balance sheet.  Tell us
how it is appropriate to classify crypto assets as non-current under ASC 210 but the
related cash flows as operating;
•Tell us the historical timeline (i.e. the number of hours, days, weeks, or months) for
converting crypto assets into cash in the periods presented; and
•Considering your disclosures, including in your risk factors, that you are dependent
on the sale of bitcoin you generate from your self-mining operations to pay any of
your expenses that are payable in U.S. dollars, your intention, including if you have a
policy, of when you will convert bitcoin receive into U.S. dollars

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13.We note your response to prior comment 30 and your assertion that cash flows related to
the sale of cryptocurrencies has been included in investing activities in the statements of
cash flows.
•We note you had $59,828 of proceeds from the sale of cryptocurrency in the six
months ended February 28, 2023 and May 31, 2023;
•Further, we note that the net activity in cryptocurrencies of $14,627 in the six months
ended February 28, 2023 and $39,792 in the nine months ended May 31, 2023 -
which includes the sale on cryptocurrencies - is reflected in cash flows from
operating activities;
•Please confirm our understanding that sales of cryptocurrencies is already reflected in
cash flows from operating activities in the periods presented, or advise otherwise.
Note 5 - Notes Receivable, page F-13
14.We note your response to prior comments 32 and 35.  Please tell us, and enhance future
filings as necessary, to address the following:
•The specific details of the warranty obligation on the sales of mining equipment on
February 23, 2022;
•How you accounted for the warranty obligation upon sale, including the authoritative
guidance you use to support your accounting;
•Cite the authoritative guidance used to support your accounting for the inclusion of
the note receivable write-off of $168,750 in cost of sales; and
•Tell us how you recognized for the repurchase of the 70 Antminer TY-17s and 25
Whatsminers, including the accounts and amounts.
Note 7 - Stockholders' Equity, page F-14
15.We note your response to prior comment 33.  Please tell us in your response, and revise
future filings as applicable, to address the following:
•ASC 505 has been superseded by ASC 718.  Please address your accounting using
this guidance;
•We note from ASC 718-10-30 that, "a share-based payment transaction shall be
measured based on the fair value."  Exceptions appear to be related to nonpublic
entities (ASC 718-10-30) and situations where fair val