CORRESP Filing
BITMINE IMMERSION TECHNOLOGIES, INC.
Date: May 27, 2025 · CIK: 0001829311 · Accession: 0001683168-25-004036
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-284361
Referenced dates: April 24, 2025
Letter
Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549-3561 Re: Bitmine Immersion Technologies, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed April 9, 2025 File No. 333-284361
Dear Ms. Cheng and Mr. Gessert:
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 April 24, 2025, with respect to the Company's Amendment No. 2 to Registration Statement on Form S-1 filed April 9, 2025 (the " Registration Statement "). In response to the comments set forth in the comment letter, the Company has revised the Registration Statement and is filing an amended Registration Statement (the " Amended Registration Statement ") concurrently with this response letter.
Amendment No. 2 to Form S-1
General
1. We note that your registration statement includes a number of blanks or omitted information, including, without limitation:
· the exchange on which your common stock will be listed;
· the number of shares that will be available for sale into the market if the restrictions under the lock-up agreements with your directors, executive officers and holders of 5% or more of your common stock are waived (page 48); and
· certain information related to the annual management fee and performance allocation IDI is entitled to pursuant to the line of credit (pages 73 and 102).
Please include this information in your next amendment, or tell us when you intend to do so.
Ms. Lulu Cheng and Mr. David Gessert
May 27, 2025
Page 2 of 3
Response: The Company acknowledges the Staff's comment and respectfully responds as follows:
· The Company expects to list its common stock on the NYSE American and has filed an application for such listing. The Registration Statement has been amended to disclose the NYSE American as the prospective stock exchange for the Company's common stock.
· The risk factor on page 49 has been amended to disclose the number of shares that will be available for sale if the restrictions under the lock-up agreements with the Company's directors, executive officers, and holders of 5% or more of its common stock are waived.
· The disclosures on pages 76 and 108 have been revised to clarify that the general partner of IDI is entitled to an annual management fee of 0% on net assets of the partnership and an annual performance allocation of 30% on the increase in the net asset value of the partnership.
Cover Page
2. We note in the first paragraph that you are offering 1,704,546 shares of your common stock. Please revise here and throughout your Prospectus to also disclose the total number of shares you are offering assuming the underwriters exercise the over- allotment option in full.
Response: In response to the Staff's comment, the Registration Statement has been amended to disclose the total number of shares offered in the offering assuming the underwriters exercise the over- allotment option in full.
The Offering
Shares of Common Stock Outstanding before the Offering, page 11
3. Please revise to disclose the total number of shares of your common stock outstanding giving effect to the anticipated conversion of your Series A and B preferred stock and indebtedness due to an affiliate. Please make similar revisions to your disclosure in the second paragraph on page 104 under Principle Stockholders and elsewhere in your Prospectus, as appropriate
Response: The Company acknowledges the Staff's comment and respectfully advises the Staff that the conversion numbers were added to the total number of shares of common stock outstanding after the offering and disclosed in footnote 2 on pages 13 and 111. This is because the conversions will occur upon consummation of the offering, i.e., the offering has to occur first before the conversions will occur. It could be misleading to include the conversions in the number of shares outstanding prior to the offering. However, if the Staff disagrees, we are happy to make this revision upon your further comment.
Ms. Lulu Cheng and Mr. David Gessert
May 27, 2025
Page 3 of 3
Risk Factors
Risks Related to Ownership of Our Common Stock
Exercise or conversion of warrants and other convertible securities, page 43
4. Please revise this risk factor to disclose, on a post-split basis, the number of shares of common stock the shares of Series A Convertible Preferred Stock are convertible into, the number of shares of common stock the shares of Series B Convertible Preferred Stock are convertible into, and the total of the two.
Response: In response to the Staff's comment, the risk factor has been amended to disclose on a post-split basis, the number of shares of common stock the shares of Series A Convertible Preferred Stock are convertible into, the number of shares of common stock the shares of Series B Convertible Preferred Stock are convertible into, and the total of the two.
Sincerely,
BITMINE IMMERSION TECHNOLOGIES, INC.
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CORRESP 1 filename1.htm BITMINE IMMERSION TECHNOLOGIES, INC. 10845 Griffith Peak Drive, #2 Las Vegas, NV 89135 May 27, 2025 Ms. Lulu Cheng Mr. David Gessert Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Bitmine Immersion Technologies, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed April 9, 2025 File No. 333-284361 Dear Ms. Cheng and Mr. Gessert: 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 April 24, 2025, with respect to the Company's Amendment No. 2 to Registration Statement on Form S-1 filed April 9, 2025 (the " Registration Statement "). In response to the comments set forth in the comment letter, the Company has revised the Registration Statement and is filing an amended Registration Statement (the " Amended Registration Statement ") concurrently with this response letter. Amendment No. 2 to Form S-1 General 1. We note that your registration statement includes a number of blanks or omitted information, including, without limitation: · the exchange on which your common stock will be listed; · the number of shares that will be available for sale into the market if the restrictions under the lock-up agreements with your directors, executive officers and holders of 5% or more of your common stock are waived (page 48); and · certain information related to the annual management fee and performance allocation IDI is entitled to pursuant to the line of credit (pages 73 and 102). Please include this information in your next amendment, or tell us when you intend to do so. Ms. Lulu Cheng and Mr. David Gessert May 27, 2025 Page 2 of 3 Response: The Company acknowledges the Staff's comment and respectfully responds as follows: · The Company expects to list its common stock on the NYSE American and has filed an application for such listing. The Registration Statement has been amended to disclose the NYSE American as the prospective stock exchange for the Company's common stock. · The risk factor on page 49 has been amended to disclose the number of shares that will be available for sale if the restrictions under the lock-up agreements with the Company's directors, executive officers, and holders of 5% or more of its common stock are waived. · The disclosures on pages 76 and 108 have been revised to clarify that the general partner of IDI is entitled to an annual management fee of 0% on net assets of the partnership and an annual performance allocation of 30% on the increase in the net asset value of the partnership. Cover Page 2. We note in the first paragraph that you are offering 1,704,546 shares of your common stock. Please revise here and throughout your Prospectus to also disclose the total number of shares you are offering assuming the underwriters exercise the over- allotment option in full. Response: In response to the Staff's comment, the Registration Statement has been amended to disclose the total number of shares offered in the offering assuming the underwriters exercise the over- allotment option in full. The Offering Shares of Common Stock Outstanding before the Offering, page 11 3. Please revise to disclose the total number of shares of your common stock outstanding giving effect to the anticipated conversion of your Series A and B preferred stock and indebtedness due to an affiliate. Please make similar revisions to your disclosure in the second paragraph on page 104 under Principle Stockholders and elsewhere in your Prospectus, as appropriate Response: The Company acknowledges the Staff's comment and respectfully advises the Staff that the conversion numbers were added to the total number of shares of common stock outstanding after the offering and disclosed in footnote 2 on pages 13 and 111. This is because the conversions will occur upon consummation of the offering, i.e., the offering has to occur first before the conversions will occur. It could be misleading to include the conversions in the number of shares outstanding prior to the offering. However, if the Staff disagrees, we are happy to make this revision upon your further comment. Ms. Lulu Cheng and Mr. David Gessert May 27, 2025 Page 3 of 3 Risk Factors Risks Related to Ownership of Our Common Stock Exercise or conversion of warrants and other convertible securities, page 43 4. Please revise this risk factor to disclose, on a post-split basis, the number of shares of common stock the shares of Series A Convertible Preferred Stock are convertible into, the number of shares of common stock the shares of Series B Convertible Preferred Stock are convertible into, and the total of the two. Response: In response to the Staff's comment, the risk factor has been amended to disclose on a post-split basis, the number of shares of common stock the shares of Series A Convertible Preferred Stock are convertible into, the number of shares of common stock the shares of Series B Convertible Preferred Stock are convertible into, and the total of the two. Sincerely, BITMINE IMMERSION TECHNOLOGIES, INC. /s/ Jonathan Bates Jonathan Bates Chief Executive Officer cc: Lynne Bolduc, Esq./Ikechukwu Ubaka, Esq.