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BITMINE IMMERSION
TECHNOLOGIES, INC.

2030 Powers
Ferry Road SE, Suite 212

Atlanta, Georgia
30339

January 12, 2024

Mr. David Irving

Michelle Miller

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

 Re: Bitmine Immersion Technologies, Inc.

    Form 10-K Filed December 9, 2022

    Form 10-Q Filed July 14, 2023

    File No. 000-56220

Dear Mr. Irving and Ms. Miller:

Set forth below are the responses of Bitmine Immersion
Technologies, Inc. (the “Company”, “we”, “us” or “our”) to
comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) by letter dated December 8, 2023, with respect to the Company’s Form 10-K for the
year ended August 31, 2022 and its Form 10-Q for the quarter ended May 31, 2023 (the “SEC Reports”). Please note that
since the Company received the Commission’s original comments by a letter dated August 28, 2023, the Company has filed its Annual
Report on Form 10-K for the year ended August 31, 2023 (the “2023 Form 10-K”), in which a number of the Commission’s
comments have been addressed. The Company is also simultaneously filing its Form 10-Q for the three months ended November 30, 2023 (the
“2024 Q1 10-Q”), in which other comments have been addressed.

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, 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.

Response: In answer to the above comments:

    ·
    In the original report, sales of fixed assets for notes receivable should not have been reported in “net cash used in investing activities.” In the 2023 Form 10-K, equipment sales for notes receivable are no longer included in net cash provided (used) in investing activities in fiscal 2023, but as a supplemental item instead.

    ·
    The components of the investment in the joint venture were comprised of six transformers valued at $750,000, $6,000 in cash and one immersion container which was valued at cost of $231,429, thus the total cost basis of the investment was $987,429. (The joint venture credited this container towards the Company investment at $300,000). Initially the Company incorrectly reported the investment as “net cash used from investing activities”. The $6,000 cash in the investment is considered immaterial. The amount of $987,429 should have been reported supplementally as a non-cash item on the Statements of Cash Flows. This was corrected in the 2023 Form 10-K.

    ·
    The Company did not report earnings or loss from the joint venture through August 31, 2023 because the joint venture was not in operation yet. However, for the 2023 10-K, the Company obtained a third party valuation that confirmed its fair value. The joint venture commenced operations during the quarter ended November 2023, and in the 2024 Q1 10-Q the Company reported its share of net loss of the joint venture for that period.

    ·
    As reported in the 2024 Q1 10-Q and the 2023 Form 10-K, the statement of cash flows represents actual cash outflows and inflows each period.

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.

Response: The 2023 Form 10-K contains
the additional disclosure described in our response to prior Comment No. 4. See “Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations – Results of Operations – Cost of Sales.”

The Company does not incorporate either the cost
of purchasing mining equipment or financing costs into the information described above, since the analysis only addresses cost of sales
related to mining activities. Depreciation is included in operating expenses and financing costs are included in other income (expense).
During the period covered by the 2023 Form 10-K, the Company did not incur purchase money financing for any equipment. During the period
covered by the 2024 Q1 10-Q, the Company incurred purchase money financing for miners purchased during the period.

 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.

Response: The Company believes it has
done this in the 2023 Form 10-K and the 2024 Q1 10-Q, as the business discussion in each discusses the legal structure and status of operations
at each of its business locations. The Company believes it has also discussed its future plans where such plans can be discussed with
sufficient certainty, but is concerned that discussing future plans which are subject to substantial contingencies (mainly financing)
could mislead investors.

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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.

Response: In the 2023 Form 10-K, the Company disclosed
the materials terms of its only mining pool agreement in the accounting policy sections of “Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operation” and the notes to its financial statements, with the exception that
neither discussion includes the fee rate (0.3% of block rewards and transaction fees). The Company included a similar discussion in the
notes to the financial statements in its 2024 Q1 10-Q, although that discussion included the fee rate charged by the mining
pool, even though it is immaterial. Future reports will conform to the disclosure in the 2024 Q1 10-Q.

The Company objects to filing the mining pool agreement
as an exhibit because it is clearly not a material contract. Mining pool agreements are ordinarily executed in the ordinary course of
business by companies in the same business as the Company, and do not fall within any of the four exceptions set out in Item 6.01(b)(10)(ii)
for when a contract in the ordinary course of business should be filed as an exhibit: (i) it is not a contract to which any director,
officer, promoter, voting trustee or security holder named in the 2023 Form 10-K is a party; (ii) it is not a contract on which the Company
is materially dependent given the ready availability of other mining pools; (iii) it does not involve the sale of more than 15% of any
property, plant or equipment of the Company; and (iv) it is not a material lease.

We also note that we could not find any other companies
in the same business that have filed their mining pool agreements as exhibits and have not seen the Commission request the filing of mining
pool agreements in comments made to registration statements or reports filed by other companies in the same industry, which we believe
reflects widespread recognition that such agreements are not material in nature.

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.

Response: The existing disclosure of halving already
makes clear that it would result in a reduction by half of the rewards from mining, and the associated risk factor makes clear that the
reduction in rewards may result in unprofitable operations that cause the Company or its hosting clients to cease operations, which adequately
summarizes the impact of a halving event. However, in the 2024 Q1 10-Q, Part II, Item 1A, we included updated risk factors addressing
some additional risks associated with the halving. In particular, we disclosed that the halving may require that the Company subsidize
mining activities to the extent the rewards, as reduced by the halving, are less than the marginal cost of mining, may require us to furlough
miners in locations where we are allowed to do so, may result in penalties and the forfeiture of mining equipment if we furlough miners
in locations where we are not allowed to do so by the terms of the hosting agreement, and may impair the ability of our hosting clients
to comply with their obligations to us. The decline in cash flow from a halving event may also result in a default under financing secured
by miners, but that is not a particular risk to the Company since it does not expect to have any such financial arrangements when the
halving occurs. The Company will also cross-reference the associated risk factor in the business discussion.

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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 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.

Response: In the 2024 Q1 10-Q, the Company
addressed the issue raised by the comment in “Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations – Liquidity and Capital Resource.”

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.

Response: The Company reiterates its
position that the level of detail requested by the comment is not material or reasonably available. Even though the Company has been in
business for roughly 18 months, its only material estimates capable of being evaluated in this fashion are the useful life of equipment.
However, the Company has not been in business long enough to evaluate whether its useful life estimates are correct or not, as the estimated
useful life of all equipment exceeds the time the equipment has been placed in service. Other estimates that the Company makes are, by
their nature, estimates that must be made on a continuous basis at the time of each transaction or the end of each accounting period,
such as the fair value of common stock issued for services or the collectability of notes receivable. Also, the Company cannot find any
other companies within its industry, or outside of it, that provides this level of analysis of each of its accounting estimates requested
by this comment.

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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.

Response: Item 12 in the 2023 Form 10-K
contains disclosure of the methodology of calculating beneficial ownership is required by the underlying rule.

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 tim