SecProbe.io

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 ThinkEquity LLC

 17 State Street, 41st Fl.

 New York, NY 10004

 June 2, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Mail Stop 3030

 Washington, D.C. 20549

 Attention: Lulu Cheng

 Re:
 Bitmine Immersion Technologies, Inc.

 Registration Statement on Form S-1, as amended

 Originally filed January 21, 2025

 File No. 333-284361

 Dear Ms. Cheng:

 In connection with the Registration
Statement on Form S-1 of Bitmine Immersion Technologies, Inc., the undersigned, which is acting as the underwriter of the offering, hereby
requests acceleration of the effective date and time of the Registration Statement to 5:00 p.m., Eastern Time, on June 4, 2025, or as
soon thereafter as practicable, pursuant to Rule 461 of the Securities Act of 1933, as amended (the "Act").

 Pursuant to Rule 460 of the
General Rules and Regulations under the Act, please be advised that there will be distributed to each underwriter,
who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of
preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that
it has complied and will continue to comply with and it has been informed or will be informed by participating dealers
that they have complied with or will comply with, the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended
in connection with the above-referenced issue.

 Very truly yours,

 ThinkEquity LLC

 By:
 /s/ Eric Lord

 Name:
 Eric Lord

 Title:
 Head of Investment Banking

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 BITMINE IMMERSION
TECHNOLOGIES, INC.

 10845 Griffith
Peak Drive, #2

 Las Vegas, NV
89135

 June 2, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Crypto Assets

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Lulu Cheng

 Re:
 Bitmine Immersion Technologies, Inc.

 Registration Statement on Form S-1, as amended

 Filed January 21, 2025

 File No. 333-284361

 Dear Ms. Cheng:

 In accordance with Rule 461 of Regulation C under
the Securities Act of 1933, as amended, Bitmine Immersion Technologies, Inc. (the "Company") hereby requests acceleration
of the effective date of its Registration Statement on Form S-1, as amended (File No. 333-284361) (the "Registration Statement").
The Company respectfully requests that the Registration Statement become effective as of 5:00 p.m., Eastern Time, on Wednesday, June 4,
2025, or as soon as practicable thereafter.

 The Company understands that the staff of the
Securities and Exchange Commission will consider this request as confirmation by the Company that it is aware of its responsibilities
under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

 Please call Lynne Bolduc, Esq. of FitzGerald Kreditor
Bolduc Risbrough LLP, counsel to the Company, at (949) 788-8900 with any comments or questions regarding this matter.

 Thank you for your assistance in this matter.
Please contact me if you have any comments or questions.

 Very truly yours,

 By:
 /s/ Jonathan Bates

 Name:
 Jonathan Bates

 Title:
 Chief Executive Officer

 cc:
 Greenberg Traurig, P.A.

 Win Rutherfurd, Esq.

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 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.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 24, 2025

Jonathan Bates
Chief Executive Officer
Bitmine Immersion Technologies, Inc.
10845 Griffith Peak Drive, #2
Las Vegas, NV 89135

 Re: Bitmine Immersion Technologies, Inc.
 Amendment No. 2 to
 Registration Statement on Form S-1
 Filed April 9, 2025
 File No. 333-284361
Dear Jonathan Bates:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

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.
 April 24, 2025
Page 2

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.
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.
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.
 Please contact Lulu Cheng at 202-551-3811 or David Gessert at
202-551-2326 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Lynne Bolduc, Esq.
</TEXT>
</DOCUMENT>

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BITMINE IMMERSION
TECHNOLOGIES, INC.

10845 Griffith
Peak Drive, #2

Las Vegas,
NV 89135

February 14, 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.

Registration Statement on Form S-1

Filed January 21, 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 February 5, 2025, with respect to the Company’s Registration Statement
on Form S-1 filed January 21, 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.

Registration Statement on Form S-1

General

 1. Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that
you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether
or not they retain copies of the communications.

Response: There
have been no written communications as defined in Rule 405 to date. The Company acknowledges the Staff’s comment and respectfully
advises the Staff that it will supplementally provide the Staff with copies of any and all future written communications as defined in
Rule 405 under the Securities Act.

Cover Page

 2. We note your disclosure that your offering of common shares will be at an "assumed public offering price." Please revise
to state the price of the securities to the public and clarify whether it will be fixed for the duration of the offering. If you are not
able to state a price, explain the method by which the price is to be determined. Refer to Instruction 2 to Item 501(b)(3) of Regulation
S-K for guidance.

Response: At the time of filing the
Registration Statement, the stock split ratio, the offering price and the number of shares to be offered was not known and still are not
known. The Company will amend the Registration Statement when such information is determined. In the interim, the Amended Registration
includes changes to the cover page which make clear that the offering price, once determined, will be fixed for the duration of the offering.

Ms. Lulu Cheng and Mr. David Gessert

February 14, 2025

Page 2 of 3

 3. We note your disclosure on page 104, under the heading Principal Stockholders, that your CEO, Jonathan Bates, controls 52.6% of
your common stock and that your directors and executive officers, as a group, control 74.0% of your common stock. Please advise as to
whether you anticipate being a "controlled company," as defined by the rules of the exchange upon which you plan to list your
shares, upon the completion of this offering, and provide appropriate disclosure on the prospectus cover page, prospectus summary and
risk factors to the extent appropriate. In this regard, we note your risk factor disclosure on page 40. If applicable, please also clarify
whether you will avail yourself of any controlled company exemptions to the relevant exchange’s corporate governance rules.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised the Amended Registration Statement to clarify that the Company does not plan to
elect treatment as a “controlled company,” as defined by the rules of any exchange where it plans to list its shares, even
if it may technically meet the definition. However, the Company does not believe that additional disclosure of this risk is necessary
because the offering terms currently being considered will result in Mr. Bates individually, and officers and directors as a whole, owning
materially less than 50%. However, if the final offering terms would possibly qualify the Company as a “controlled company,”
the Company will add the additional disclosure suggested in the comment.

Risk Factors

Risks Related to Ownership of Our Common Stock

An active trading market for our common stock
may never develop or be sustained, page 39

 4. Your cover page disclosure indicates that the listing of your common stock on a national securities exchange or trading market
is a condition to this offering. If so, please reconcile your disclosure here to indicate that your offering is contingent upon such listing.

Response: This risk factor, and certain
other disclosures in the Amended Registration Statement, have been amended to clarify that the offering is contingent on the approval
of such listing.

Exercise or conversion of warrants and other
convertible securities, page 43

 5. Please revise this risk factor to disclose the number of shares of common stock the shares of Series A Convertible Preferred Stock
and the shares of Series B Convertible Preferred Stock are convertible into on both a pre and post-split basis.

Response: In response to the Staff’s
comment, the risk factor has been amended to specify the number of shares of common stock that will be issued upon conversion of the two
series of preferred stock on both a pre- and post-split basis.

Use of Proceeds, page 56

 6. Please tell us whether a material part of the proceeds of this offering will be used to discharge your indebtedness to IDI. If
so, please revise to disclose the interest rate and maturity of such indebtedness. Additionally, describe the use of the proceeds of such
indebtedness, or advise. Refer to Instruction 4 to Item 504 of Regulation S-K.

Response: None of the proceeds will
be used to discharge the Company’s debt to IDI, and therefore we do not believe any change is necessary to the “Use of Proceeds”
section. The manner in which the IDI debt will be restructured is fully disclosed in “Management’s Discussion and Analysis
of Financial Condition and Results of Operation – Liquidity and Capital Resources” and “Certain Relationships
and Related Party Transactions – Letter Agreement with Jonathan Bates and IDI,” which sections make clear that no cash
payment will be made to IDI as part of the restructuring of the IDI debt.

Ms. Lulu Cheng and Mr. David Gessert

February 14, 2025

Page 3  of 3

Management's Discussion and Analysis of Financial
Condition and Results of Operation

Related Party Transactions

Line of Credit from IDI, page 73

 7. Please expand your disclosure related to the line of credit from IDI to disclose the largest aggregate amount of principal outstanding
during the period for which disclosure is provided, the amount of principal paid during the periods for which disclosure is provided,
and the amount of interest paid during the period for which disclosure is provided. Please make corresponding revisions to your risk factor
disclosure on page 44.

Response: In response to the Staff’s
comment, the passage described above has been amended to clarify that the Company had not made any payment of principal or accrued interest
under the LOC Agreement since its inception and, as a result, the current principal and interest amount represents the largest amounts
that have been outstanding since the Company’s entry into the loan agreement.

Principal Stockholders, page 104

 8. Please revise your disclosure to also show the beneficial ownership information after the completion of the offering. We also note
that you intend to effectuate a Reverse Split immediately following the effective date of the registration statement but prior to the
closing of this offering. Please clarify if the information presented in this section reflects the Reverse Split.

Response: In response to the Staff’s
comment, the beneficial ownership table has been amended to add additional columns showing the number of shares, and the percentage ownership,
of each person listed therein after giving effect to the stock split and the offering.

In connection with responding to the Staff’s
comments, we acknowledge that:

·
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with
respect to the filing; and

·
the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Sincerely,

BITMINE IMMERSION TECHNOLOGIES, INC.

/s/ Jonathan Bates

Jonathan Bates

Chief Executive Officer

Cc:	Robert J. Mottern, Davis Gillett Mottern and
Sims, LLC

February 5, 2025
Jonathan Bates
Chief Executive Officer
Bitmine Immersion Technologies, Inc.
10845 Griffith Peak Drive, #2
Las Vegas , NV 89135
Re:Bitmine Immersion Technologies, Inc.
Registration Statement on Form S-1
Filed January 21, 2025
File No. 333-284361
Dear Jonathan Bates:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
General
1.Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.
Cover Page
2.We note your disclosure that your offering of common shares will be at an "assumed
public offering price." Please revise to state the price of the securities to the public
and clarify whether it will be fixed for the duration of the offering. If you are not able
to state a price, explain the method by which the price is to be determined. Refer to
Instruction 2 to Item 501(b)(3) of Regulation S-K for guidance.

February 5, 2025
Page 2
3.We note your disclosure on page 104, under the heading Principal Stockholders, that
your CEO, Jonathan Bates, controls 52.6% of your common stock and that your
directors and executive officers, as a group, control 74.0% of your common stock.
Please advise as to whether you anticipate being a "controlled company," as defined
by the rules of the exchange upon which you plan to list your shares, upon the
completion of this offering, and provide appropriate disclosure on the prospectus
cover page, prospectus summary and risk factors to the extent appropriate. In this
regard, we note your risk factor disclosure on page 40. If applicable, please also
clarify whether you will avail yourself of any controlled company exemptions to the
relevant exchange’s corporate governance rules.
Risk Factors
Risks Related to Ownership of Our Common Stock
An active trading market for our common stock may never develop or be sustained, page 39
4.Your cover page disclosure indicates that the listing of your common stock on a
national securities exchange or trading market is a condition to this offering. If so,
please reconcile your disclosure here to indicate that your offering is contingent upon
such listing.
Exercise or conversion of warrants and other convertible securities, page 43
5.Please revise this risk factor to disclose the number of shares of common stock the
shares of Series A Convertible Preferred Stock and the shares of Series B Convertible
Preferred Stock are convertible into on both a pre and post-split basis.
Use of Proceeds, page 56
6.Please tell us whether a material part of the proceeds of this offering will be used to
discharge your indebtedness to IDI. If so, please revise to disclose the interest rate and
maturity of such indebtedness. Additionally, describe the use of the proceeds of such
indebtedness, or advise. Refer to Instruction 4 to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operation
Related Party Transactions
Line of Credit from IDI, page 73
7.Please expand your disclosure related to the line of credit from IDI to disclose
the largest aggregate amount of principal outstanding during the period for which
disclosure is provided, the amount of principal paid during the periods for which
disclosure is provided, and the amount of interest paid during the period for which
disclosure is provided. Please make corresponding revisions to your risk factor
disclosure on page 44.
Principal Stockholders, page 104
8.Please revise your disclosure to also show the beneficial ownership information after
the completion of the offering. We also note that you intend to effectuate a Reverse
Split immediately following the effective date of the registration statement but prior to
the closing of this offering. Please clarify if the information presented in this section
reflects the Reverse Split.

February 5, 2025
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Lulu Cheng at 202-551-3811 or David Gessert at 202-551-2326 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Lynne Bolduc, Esq.

December 23, 2024
Raymond Mow
Chief Financial Officer
Bitmine Immersion Technologies, Inc.
2030 Powers Ferry Road SE
Suite 212
Atlanta, Georgia 30339
Re:Bitmine Immersion Technologies, Inc.
Form 10-K for Fiscal Year Ended August 31, 2022
Form 10-K for Fiscal Year Ended August 31, 2023
File No. 000-56220
Dear Raymond Mow:
            We have completed our review of your filings. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

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BITMINE IMMERSION
TECHNOLOGIES, INC.

10845 Griffith Peak Dr. #2

Las Vegas, NV
89135

December 17, 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 for Fiscal Year Ended August 31, 2023

    Response to Letter dated November 13, 2024

    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 November 13, 2024, with respect to the Company’s Form 10-K for
the year ended August 31, 2023 (the “SEC Reports”). The Company notes that it recently filed its Annual Report on Form
10-K for the year ended August 31, 2024 (the “Form 10-K”).

Form 10-K For the Fiscal Year Ended August 31, 2023

Part I

Item 1, Business, page 1

    1.
    We note your response to prior comment 2. Please file draft disclosure of your breakeven analysis as correspondence on EDGAR, that you plan to include in your next periodic report, that includes an estimate of the financing costs of your miners.  Please add any explanatory disclosure you deem necessary, in addition to disclosing an estimate of your financing costs, to discuss any assumptions and limitations relevant to the financing cost estimate that you disclose.

Response: Attached hereto as Exhibit A is
an excerpt from “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”
which contains an analysis of the Company’s revenues and cost of service for its proprietary mining operations. As discussed with
the Staff, the analysis includes financing costs for miners that were acquired with purchase money financing, but not an estimated cost
of capital to the extent miners were acquired from general working capital.

Mr. David Irving and Ms. Michelle Miller

December 17, 2024

Page 2 of 2

    2.
    In that draft disclosure please address the following matters regarding your breakeven analysis:

    ·
    Please explain why your footnote states that “Other direct costs of mining – non energy utilities per bitcoin mined”
    includes electricity if this line is for “non energy” utilities.

    ·
    Please clarify where depreciation of your mining equipment is reflected under both “Cost of Mining - owned facilities”
    and “Cost of Mining - hosted facilities.”

    ·
    By footnote or other means, under “Statistics - hosted facilities” please disclose what is included in “Other
    direct costs of mining - non energy utilities.”

Response: As indicated in Exhibit A, the
footnotes have been substantially revised from the version reviewed by the Staff and we believe they resolve the concerns raised by this
comment.

In connection with responding to the Staff’s
comments, we acknowledge that:

· the Company
is responsible for the adequacy and accuracy of the disclosure in the filing;

· Staff
comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to
the filing; and

· the Company
may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

    Sincerely,

    BITMINE IMMERSION TECHNOLOGIES, INC.

    /s/ Jonathan Bates

    Jonathan Bates

    Chief Executive Officer

    Cc:
    Robert J. Mottern, Davis Gillett Mottern and Sims, LLC

EXHIBIT A

The table below describes the average cost
of mining each bitcoin for the years ended August 31, 2024 and 2023, and the total energy usage and cost per each kilowatt hour (“KWH”)
utilized within both our facilities.

    For the Year Ended

    Cost of Revenues - Analysis of costs to mine one bitcoin (per bitcoin amounts are actual)
    August 31,
 2024
    August 31,
 2023

    Cost of Mining - owned facilities

    Cost of energy per bitcoin mined
    $ 23,417.85
    $ 47,157.74

    Other direct costs of mining per bitcoin mined (1)
    $ 17,057.26
    $ 8,175.10

    Depreciation expense per bitcoin mined (2)
    $ 34,083.94
    $ 30,158.13

    Financing expense per bitcoin mined (3)
    $ -0-
    $ -0-

    Cost to mine one bitcoin - owned
    $ 74,559.05
    $ 85,491.00

    Cost of Mining - hosted facilities

    Cost of energy per bitcoin mined
    $ 19,346.84
    $ 14,980.78

    Other direct costs of mining per bitcoin mined (1)
    $ 13,578.03
    $ 2,517.01

    Depreciation expense per bitcoin mined (2)
    $ 15,038.95
    $ 30,158.13

    Financing expense per bitcoin mined (3)
    $ 1,257.30
    $ -0-

    Cost to mine one bitcoin - hosted
    $ 49,221.12
    $ 47,655.92

    Average revenue of each bitcoin mined (4)
    $ 50,911.20
    $ 24,937.49

    Cost of mining one bitcoin as % of average bitcoin mining revenue (5)
      96.68%
      191.10%

    Statistics - owned facilities

    Total bitcoin mined
      9.398856297
      0.36491909

    Bitcoin mining revenue
    $ 482,936.12
    $ 10,109.56

    Total miners - as of the periods ended
      485
      72

    Total KWHs utilized
      5,287,881.49
      276915.49

    Total energy expense
    $ 220,101.04
    $ 17,208.76

    Cost per KWH
    $ 0.042
    $ 0.062

    Energy expense as % of bitcoin mining revenue, net
      45.58%
      170.22%

    Other direct costs of mining (1)
    $ 160,318.78
    $ 2,983.25

    Total depreciation expense (2)
    $ 320,348.11
    $ 11,004.75

    Total financing costs (3)
    $ -0-
    $ -0-

    Statistics - hosted facilities

    Total bitcoin mined
      40.10897465
      15.24350171

    Bitcoin mining revenue
    $ 2,037,564.911
    $ 379,112.41

    Total miners - as of the periods ended
      1,155
      208

    Total KWHs utilized
      23,010,940.56
      4,307,982.87

    Total energy expense
      775,981.99
      228,359.54

    Cost per KWH
    $ 0.034
    $ 0.053

    Energy expense as % of bitcoin mining revenue, net
      38.08%
      60.24%

    Other direct costs of mining (1)
    $ 544,601.04
    $ 38,368.00

    Total depreciation expense (2)
    $ 603,196.89
    $ 459,700.30

    Total financing costs (3)
    $ 50,429
    $ -0-

(1) Other direct costs of mining
for owned facilities consists mostly of rent for the facility, as well as minor costs such as supplies and internet. Other direct costs
of mining for hosted miners consist of hosting fees.

(2) Depreciation expense includes depreciation of miners used in mining.
For owned facilities, it also includes depreciation of the hosting containers and corollary equipment such as transformers and switches.

(3) Financing costs include the cost of purchase money financing for
miners, but do not include any financing costs for miners or hosting equipment acquired with general working capital, nor the cost of
hedging the price of bitcoin.

(4) Average revenue of each bitcoin
mined is calculated by dividing the sum of bitcoin mining revenue for both owned and hosted facilities by the total number of bitcoin
mined during the respective periods. We have determined that Coinbase is the principal market for valuing bitcoin transactions and uses
the daily closing prices as the source of recording revenue.

(5) Weighted average cost of
mining one bitcoin is calculated by dividing the sum of total energy expense, hosting expenses, other direct costs of mining, depreciation
and financing costs by the total bitcoin mined during the respective periods.

      3

November 13, 2024
Raymond Mow
Chief Financial Officer
Bitmine Immersion Technologies, Inc.
2030 Powers Ferry Road SE
Suite 212
Atlanta, Georgia 30339
Re:Bitmine Immersion Technologies, Inc.
Form 10-K for Fiscal Year Ended August 31, 2023
Response dated October 4, 2024
File No. 000-56220
Dear Raymond Mow:
            We have reviewed your October 4, 2024 response to our comment letter and have the
following comments.
            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, any references to prior comments are to comments in our July 8,
2024 letter.
Form 10-K for Fiscal Year Ended August 31, 2023
Part I
Item 1, Business, page 1
1.We note your response to prior comment 2. Please file draft disclosure of your
breakeven analysis as correspondence on EDGAR, that you plan to include in your
next periodic report, that includes an estimate of the financing costs of your miners.
Please add any explanatory disclosure you deem necessary, in addition to disclosing
an estimate of your financing costs, to discuss any assumptions and limitations
relevant to the financing cost estimate that you disclose.
In that draft disclosure please address the following matters regarding your breakeven
analysis:
Please explain why your footnote states that "Other direct costs of mining - non •2.

November 13, 2024
Page 2
energy utilities per bitcoin mined" includes electricity if this line is for "non
energy" utilities.
•Please clarify where depreciation of your mining equipment is reflected under
both "Cost of Mining - owned facilities" and "Cost of Mining - hosted facilities."
•By footnote or other means, under "Statistics - hosted facilities" please disclose
what is included in "Other direct costs of mining - non energy utilities."
            Please contact David Irving at 202-551-3321 or Michelle Miller at 202-551-3368 if
you have questions regarding comments on the financial statements and related
matters. Please contact Jessica Livingston at 202-551-3448 or John Dana Brown at 202-551-
3859 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

BITMINE IMMERSION
TECHNOLOGIES, INC.

2030 Powers
Ferry Road SE, Suite 212

Atlanta, Georgia
30339

November 1, 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 14, 2023

    Form 10-Q Filed January 12, 2024

    File No. 000-56220

Dear Mr. Irving and Ms. Miller:

I am writing on behalf of Bitmine Immersion
Technologies, Inc. (the “Company”, “we”, “us” or “our”) to
provide supplemental answers to the comment letter dated July 8, 2024 from the staff of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Commission”), with respect to the Company’s Form 10-K for the year ended August
31, 2023 and its Form 10-Q for the quarter ended February 29, 2024 (the “SEC Reports”). In regard to Comments 4 and
5, attached hereto as an Exhibit is the disclosure the Company expects to make about its revenue recognition policy regarding bitcoin
generated from its mining operations through mining pools. The disclosure will appear in “Note 1 – Basis of Presentation and
Summary of Significant Policies” to its audited financial statements included with the Form 10-K for the fiscal year ended August
31, 2024, under the sub-heading “Revenues from digital currency mining.” We believe the disclosures should address the concerns
expressed in Comments 4 and 5 regarding whether the Company’s revenue recognition policies are in accordance with GAAP. Please let
us know if the Commission has any further comments after reviewing this updated disclosure.

In connection with responding to the Staff’s
comments, we acknowledge that:

  ·
  the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

  ·
  Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect
to the filing; and

  ·
  the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

    Sincerely,

    BITMINE IMMERSION TECHNOLOGIES, INC.

    /s/ Jonathan Bates

    Jonathan Bates

    Chief Executive Officer

    Cc:
    Robert J. Mottern, Davis Gillett Mottern and Sims, LLC

EXHIBIT

Revenues from digital currency mining

The Company recognizes revenue under ASC 606,
Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict
the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be
entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

    ·
    Step 1: Identify the contract with the customer;

    ·
    Step 2: Identify the performance obligations in the contract;

    ·
    Step 3: Determine the transaction price;

    ·
    Step 4: Allocate the transaction price to the performance obligations in the contract; and

    ·
    Step 5: Recognize revenue when the Company satisfies a performance obligation.

Step 1: The Company has identified the third-party mining pool
operator as its customer (the "Customer"). The Company enters into a contract with the Customer to provide its hash calculations
to the Customer's mining pool. The contracts are terminable without penalty at any time by either party, and thus the contract term is
shorter than a 24-hour period and the contracts are continuously renewed.

Applying the criteria per ASC 606-10-25-1, the contract arises at the
point that the Company provides hash calculations to the Customer's mining pool, which is considered contract inception, because Customer
consumption is in tandem with delivery of the hash calculations.

Step 2: In order to identify the performance obligations in
a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service
that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of
goods or services) if both of the following criteria are met:

 · The customer can benefit from the good or service either on its own or together with other resources that are readily available to
the customer (i.e., the good or service is capable of being distinct); and

 · The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract
(i.e., the promise to transfer the good or service is distinct within the context of the contract).

Based on these criteria, the Company has identified
a single performance obligation of providing hash calculations for the mining pool operator. The continuous renewal options do not represent
material rights because they do not provide the Customer with the right to purchase additional goods or services at a discount. Specifically,
the contract is renewed at the same terms, conditions, and rate as the current contract which is consistent with market rates, and there
are no up-front or incremental fees in the initial contract. The Company has full control of the mining equipment used in the mining pool,
and the Company determines if it will increase or decrease the hashrate calculations of its machines and/or fleet (i.e., for repairs or
when power costs are excessive), thus increasing or reducing the hashrate provided to the Customer. Providing hashrate calculations in
digital asset transaction verification services is an output of the Company’s ordinary activities.

Step 3: The transaction consideration the
Company earns is non-cash digital consideration in the form of bitcoin, which the Company measures at fair value on the date earned at
the daily opening price. The contract renews continuously throughout the day, and thus the value of the consideration should be assessed
continuously throughout the day, and the Company has concluded to use the 23:59:59 UTC bitcoin price each day. According to the customer
contract, daily settlements are calculated from midnight-to-midnight UTC time, and the sub-account balance is credited to the Company’s
account shortly thereafter on the following day. There are no other forms of variable considerations, such as discounts, rebates, refunds,
credits, price concessions, incentives, performance bonuses, penalties, or other similar items.

      2

The Company earns non-cash consideration based on the Full-Pay-Per-Share
(“FPPS”) payout method set forth by the Customer in the form of bitcoin. The amount of bitcoin the Company is entitled to
for providing hash calculations to the Customer's mining pool under the FPPS payout method is made up of block rewards and transaction
fees less mining pool fees determined as follows:

 · The non-cash consideration calculated as a block reward over the continuously renewed contract periods is based on the total blocks
expected to be generated on the Bitcoin Network for the daily 24-hour period beginning midnight UTC and ending 23:59:59 UTC in accordance
with the following formula: the hash calculations that the Company provides to the Customer as a percent of the Bitcoin Network’s
implied hash calculations as determined by the network difficulty, multiplied by the total Bitcoin Network block rewards expected to be
generated for the same period.

 · The non-cash consideration calculated as transaction fees paid by transaction requestors is based on the share of total actual fees
paid over the continuously renewed contract periods beginning midnight UTC and ending 23:59:59 UTC in accordance with the following formula:
total actual transaction fees generated on the Bitcoin Network during the contract period as a percent of total block rewards the Bitcoin
Network actually generated during the same period, multiplied by the block rewards we earned for the same period noted above.

 · The sum of the block reward and transaction fees earned by the Company is reduced by mining pool fees charged by the Customer for
operating the mining pool based on a rate schedule per the mining pool contract. The mining pool fee is only incurred to the extent we
perform hash calculations and generate revenue in accordance with the Customer’s payout formula during the continuously renewed
contract periods beginning mid-night UTC and ending 23:59:59 UTC daily. During the nine months ending May 31, 2024, the Company utilized
one mining pool for its self-mining operations, which charges 0.3% of the bitcoin payable to the Company as a pool management fee. This
amount represents consideration paid to the Customer and is thus reported as a reduction in revenue as the Company does not receive a
distinct good or service from the mining pool operator in exchange.

Step 4: There is a single performance obligation (i.e., hash
calculations or hashrate) for the contract; therefore, all consideration from the Customer is allocated to this single performance obligation.

Step 5: The Company’s performance is completed over time
as the Customer obtains control of the contributed hashrate. The performance obligation of hash calculations is fulfilled over time, as
opposed to a point in time, because the Company provides the hash calculations throughout the contract period and the customer simultaneously
obtains control of the service and uses it to produce bitcoin. While the non-cash consideration is variable, the Company has the ability to estimate the variable consideration
at contract inception with reasonable certainty without the risk of significant revenue reversal. The Company does not constrain this
variable consideration because it is probable that a significant reversal in the amount of revenue recognized from the contract will not
occur when the uncertainty is subsequently resolved and recognizes the non-cash consideration on the same day that control is transferred,
which is the same day as contract inception.

There are no deferred revenues or other liability obligations recorded
by the Company since there are no payments in advance of the performance, and there are no remaining performance obligations after providing
hash calculations. At the end of the 24 hour “midnight-to-midnight” period, there are no remaining performance obligations.

      3

CORRESP
1
filename1.htm

BITMINE IMMERSION
TECHNOLOGIES, INC.

2030 Powers
Ferry Road SE, Suite 212

Atlanta, Georgia
30339

October 4, 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 14, 2023

Form 10-Q
Filed January 12, 2024

    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 July 8, 2024, with respect to the Company’s Form 10-K for the year
ended August 31, 2023 and its Form 10-Q for the quarter ended February 29, 2024 (the “SEC Reports”). The Company notes
that it has recently filed its Form 10-Q for the three months ended May 31, 2024 (the “Current Form 10-Q”), in which
some of the comments have been addressed.

Form 10-K For the Fiscal Year Ended August
31, 2023

General

 1. On May 3, 2024, the Commission entered into an order instituting settled administrative and cease-and-desist
proceedings against BF Borgers CPA PC and its sole audit partner Benjamin F. Borgers CPA (individually and together BF Borgers). Please
refer to the order on the SEC’s website at https://www.sec.gov/files/litigation/admin/2024/33- 11283.pdf and the related staff statement
at https://www.sec.gov/corpfin/announcement/staffstatement-borgers-05032024. Because BF Borgers has been denied the privilege of appearing
or practicing before the Commission, issuers that have engaged BF Borgers to audit or review financial information to be included in any
Exchange Act filings to be made on or after the date of the Order need to engage a new qualified, independent, PCAOB-registered accountant.

Response: The Company is aware of its obligations
in regard to the Order, and has complied with regard to any Exchange Act reports filed since the Order was issued.

Mr. David Irving and Ms. Michelle Miller

October 4, 2024

Page 2 of 5

Part I

Item 1. Business, page 1

 2. We note your response to prior comment 4 wherein you state that there is no practical way to determine
the financing costs for your miners. In your response to us please explain in greater detail why you believe you cannot determine the
financing costs for your miners. It appears that such costs could have a material impact on your breakeven analysis.

Response: To date, the Company has only financed
the purchase of its hosting and mining equipment from a combination of debt financings and equity offerings where the capital raised is
available for use for general corporate purposes, including both equipment purchases and general and administrative expenses. Therefore,
there is no practical way to determine how much of the purchase price of any item of equipment is attributable to a particular debt or
equity offering. Furthermore, to the extent part of an equipment purchase is traceable to an equity offering, there is no possible way
to determine the cost of capital of that financing. Thus, any estimate of the financing costs for any period would be subject to such
a high degree of guesswork and speculation that it risks being misleading to investors. Finally, as mentioned in our prior response to
this same comment, no other industry participants include financing costs in their breakeven analysis, and we believe it is for the same
reasons.

 3. We note your breakeven analysis provided in response to prior comment 4. By a footnote or parenthetical,
please disclose what is included in "Other direct costs of mining per bitcoin mined" under Owned Facilities in future filings.

Response: The Current Form 10-Q includes an additional
footnote that adds the requested information.

Notes to Consolidated Financial Statements

Note 1 - Basis of Presentation and Summary
of Significant Policies

Revenues From Digital Currency Mining, page
F-8

 4. We note your response to prior comment 14. In response 9 in your letter dated January 12, 2024,
as well as your accounting policy disclosure, you state that the mining pool contract can be terminated by either party at any time without
penalty. Per question 7 to the FASB Revenue Recognition Implementation Q&As, such an arrangement would result in a contract that does
not extend beyond the services already provided (i.e. a single hash calculation). As such, it appears mining pool services are transferred
many times a day, the contract is renewed continuously, and contract duration is for a less than a 24- hour period (regardless of when/how
payment is processed). Please revise your accounting and disclosure throughout your policy footnote to be consistent with ASC 606 and
the related FASB Q&A in future filings. In that regard, we note that ASC topic 606-10-32-21 states “an entity shall measure
the estimated fair value of the noncash consideration at contract inception (that is, the date at which the criteria in paragraph 606-10-25-1
are met).

Mr. David Irving and Ms. Michelle Miller

October 4, 2024

Page 3  of 5

Response: The Company believes that treating a contract
as a minute-by-minute (or even a second-by-second) contract is not required by the cited accounting literature and would impose unprecedented
accounting and administrative costs on companies to achieve only a slight change in revenues that would be immaterial to investors. While
a parenthetical in the Q&A cited in the Comment raises the possibility of a minute-by-minute contract, we note that the examples that
follow the passage do not treat the subject contracts as minute-by-minute contracts when they could have, and no other examples in the
Q&A treat a contract as a minute by minute contact when the example involves a contract terminable at will by one or both parties.
Contractual relationships that are terminable at will be one or both parties are common. Adoption of such a rule would require that all
companies that follow GAAP implement accounting systems to record the minute of material contract events, such as the execution or termination
of a contract, in order to properly allocate revenues and/or costs between accounting periods before and after the event, which is something
that we do not believe any company currently does. If that level of record keeping is required, it represents a significant change to
normal legal and accounting practices, and therefore should have been more broadly and openly mentioned in the accounting releases than
in a minor parenthetical without any examples demonstrating the practice, or any clarification as to when accounting to the minute is
required, as opposed to conventional accounting on a daily basis. Further, if the Company is held to this standard, then all companies
should be held to this standard for all contracts that are terminable at will by one or both parties.

In addition, the Company could not practically implement
this standard on a minute-by-minute basis because it does not have a reliable way to know how much bitcoin it earns each minute. The amount
of hash calculations that produce bitcoin is not an even amount over the day for the reasons described in response to Comment No. 5, as
the amount varies during the day due to peak usage outages at different geographic areas where miners are hosted, maintenance outages
by either the Company or the hosting firm and permitted outages by the hosting firms or pool operator. The counterparty does not report
how many hash calculations the Company provides each minute of each day. Further, the Company’s own internal estimates of hash calculations
are not reliable because they do not take into account the downtime that the pool operator is permitted on a daily basis. Finally, the
formula for determining the Company’s share of bitcoin earned is a daily calculation, and the counterparty is not equipped to calculate
the Company’s compensation on a minute-by-minute basis.

 5. We note your response to prior comment 15. In your response you identify instances of when miners
may be taken off-line during the day. It appears that the decision to curtail mining in response to these events is within the company’s
influence. Therefore, since the only formula input that can change at contract inception with respect to block rewards is the rate at
which you provide hash calculations, which you decide, please revise your disclosure in future filings to remove disclosure related to
the constraint of block rewards.

Response: The Company disputes that conclusion.
While the Company may have control over scheduled maintenance, all of the other items are outside the Company’s control. The Company
has no control over when a particular miner breaks down mid-day. It also has no control over the time periods in which mining activity
is temporarily shut down during periods of peak usage. Peak usage is partly driven by local weather events that impact usage of air condition
and heating, for example, and the Company has no control over the weather. Finally, where the Company’s miners are hosted by third
parties, the Company has no control over scheduled maintenance by the hosting firm. Even the pool operator only guarantees 98% uptime
of the pool, and the Company has no control over downtime by the pool operator. In short, there is no way that the Company can predict
the amount of hash calculation services at the beginning of any given calendar day due to the foregoing factors.

Mr. David Irving and Ms. Michelle Miller

October 4, 2024

Page 4  of 5

Cryptocurrencies, page F-11

 6. We note your response to prior comment 16. Per ASC Topic 350-30-35-18 an intangible asset that is
not subject to amortization shall be tested for impairment annually and more frequently if events or changes in circumstances indicate
that it is more likely than not that the asset is impaired. It appears that the sale of an identical asset, at any period during a day,
for a price less than the Company’s current carrying value, would be an indicator that it is more likely than not that the asset
is impaired. As such, it remains unclear why you would not conduct an impairment test at that time. We further note that per ASC Topic
350-30-35-20 subsequent reversal of a previously recognized impairment loss is prohibited. Please provide a SAB 99 analysis to address
materiality in the periods presented from your current impairment policy to one in which you assess cryptocurrency impairment based on
lowest intraday price.

Response: The Company plans to adopt ASU 2023-08
as of September 1, 2024, the start of its next fiscal year. The adoption of ASU 2023-08 will result in the Company recording bitcoin on
a fair value basis. With regard to past periods, the Company conducted a materiality analysis under SAB 99 to determine if a restatement
of past financial statements would be necessary as a result of assessing for impairment on a daily basis at the lowest reported price
for the day as opposed to only at quarter end, and concluded that a restatement was not necessary. The change would only impact two line
items in operating expenses: realized gain (loss) from the sale of bitcoin and impairment of cryptocurrency. In general, where bitcoin
decreases in value after the date it is earned, and is sold at its lowest reported price, the entire loss would be reflected in “impairment
of cryptocurrency” instead of “realized gain (loss) on sale of cryptocurrency”, but there would no change to operating
income or net income. Where bitcoin is sold for more than its lowest reported price but less than its cost of acquisition, the total loss
recorded by the Company does not change, but an impairment loss is recorded at the lowest price which is offset by a realized gain when
the bitcoin is sold above the lowest price, and again there is no change to operating income or net income. Finally, where bitcoin increases
in value between the date it is earned and the date it is sold, without an interim impairment adjustment, there is no change to the Company’s
net income as the realized gain amount would not change. Note, the Company’s materiality analysis only computed the amount of the
increase in “impairment of cryptocurrency” that would be recorded in each period as a result of assessing for impairment daily
instead of only at quarter end, but did not compute the increase in the “realized gain on sale of cryptocurrency” that would
result, and would largely offset the impairment expense, because the impact on the Company’s financial statements was already immaterial
when taking into account only the increased impairment expense.

Mr. David Irving and Ms. Michelle Miller

October 4, 2024

Page 5   of 5

 7. We note your revised digital currency mining revenue policy disclosure on page 11 of your 10-Q for
the three months ending February 28, 2024. In your revised disclosure you state that you are entitled to compensation equal to the expected
reward. However, your disclosure also implies you receive a share of the rewards paid to the pool operator for successful efforts. Please
revise your disclosure in future filings to reconcile the two statements and clearly state that as a participant in an FPPS mining pool
your compensation is not contingent on the pool operator successfully placing a block.

Response: In the Current Form 10-Q, the revenue
policy disclosure has been amended to clarify the point raised by the comment.

In connection with responding to the Staff’s
comments, we acknowledge that:

·
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with
respect to the filing; and

·
the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

  Sincerely,

  BITMINE IMMERSION TECHNOLOGIES, INC.

  /s/ Jonathan Bates

  Jonathan Bates

  Chief Executive Officer

  Cc:
  Robert J. Mottern, Davis Gillett Mottern and Sims, LLC

MEMORANDUM FOR THE FILES

Date: October 4, 2024

Subject: SAB 99 Analysis to Address Materiality

Background:

Pursuant to a comment letter received by the Company
from the Securities and Exchange Commission (“SEC”) on July 8, 2024, the Company is responding to comment 6. in which the
SEC has asked for the following information:

“We further note that per ASC Topic 350-30-35-20
subsequent reversal of a previously recognized impairment loss is prohibited. Please provide a SAB 99 analysis to address materiality
in the periods presented from your current impairment policy to one in which you assess cryptocurrency impairment based on lowest intraday
price”.

The following memo provides both a quantitative
and qualitative analysis required under SAB 99 to determine whether the recognition of unrealized impairment losses on a daily basis,
instead of only at quarter-end, would result in a material change in the Company’s financial statements. The analysis reflects that
the change would result in additional unrealized impairment losses, but that the additional unrealized impairment losses were immaterial.
Because the additional unrealized impairment losses were found to be immaterial, the Company did not compute the increase in realized
gains that would result from the decreased basis that results from taking daily unrealized impairment losses, and which would offset any
impact of the increased impairment losses, and which would further support the conclusion that the financial statement changes are immaterial.

    Q-1 Ended
    Q-2 Ended
    Q-3 Ended

    11/30/2023
    2/29/2024
    5/31/2024

    Impairment at FIFO using the lowest intraday price
    $ (149 )
    $ (14,526 )
    $ (40,880 )

    Cumulat

July 8, 2024
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 for Fiscal Year Ended August 31, 2023
Form 10-Q for Fiscal Quarter Ended February 29, 2024
Response Letter dated April 26, 2024
File No. 000-56220
Dear Jonathan Bates:
            We have reviewed your April 15, 2024 response to our comment letter and have the
following comments.
            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, any references to prior comments are to comments in our March 1, 2024 letter.
Form 10-K For the Fiscal Year Ended August 31, 2023
General
1.On May 3, 2024, the Commission entered into an order instituting settled administrative
and cease-and-desist proceedings against BF Borgers CPA PC and its sole audit partner
Benjamin F. Borgers CPA (individually and together BF Borgers). Please refer to the
order on the SEC’s website at https://www.sec.gov/files/litigation/admin/2024/33-
11283.pdf and the related staff statement at
https://www.sec.gov/corpfin/announcement/staffstatement-borgers-05032024. Because
BF Borgers has been denied the privilege of appearing or practicing before the
Commission, issuers that have engaged BF Borgers to audit or review financial
information to be included in any Exchange Act filings to be made on or after the date of
the Order need to engage a new qualified, independent, PCAOB-registered accountant.

July 8, 2024
Page 2
Part I
Item 1. Business, page 1
2.We note your response to prior comment 4 wherein you state that there is no practical way
to determine the financing costs for your miners. In your response to us please explain in
greater detail why you believe you cannot determine the financing costs for your miners.
It appears that such costs could have a material impact on your breakeven analysis.
3.We note your breakeven analysis provided in response to prior comment 4. By a footnote
or parenthetical, please disclose what is included in "Other direct costs of mining per
bitcoin mined" under Owned Facilities in future filings.
Notes to Consolidated Financial Statements
Note 1 - Basis of Presentation and Summary of Significant Policies
Revenues From Digital Currency Mining, page F-8
4.We note your response to prior comment 14. In response 9 in your letter dated January 12,
2024, as well as your accounting policy disclosure, you state that the mining pool contract
can be terminated by either party at any time without penalty. Per question 7 to the FASB
Revenue Recognition Implementation Q&As, such an arrangement would result in a
contract that does not extend beyond the services already provided (i.e. a single hash
calculation).  As such, it appears mining pool services are transferred many times a
day, the contract is renewed continuously, and contract duration is for a less than a 24-
hour period (regardless of when/how payment is processed). Please revise your
accounting and disclosure throughout your policy footnote to be consistent with ASC 606
and the related FASB Q&A in future filings. In that regard, we note that ASC topic 606-
10-32-21 states “an entity shall measure the estimated fair value of the noncash
consideration at contract inception (that is, the date at which the criteria in paragraph 606-
10-25-1 are met).
5.We note your response to prior comment 15. In your response you identify instances of
when miners may be taken off-line  during the day .  It appears that the decision to curtail
mining in response to these events is within the company’s influence. Therefore, since the
only formula input that can change at contract inception with respect to block rewards is
the rate at which you provide hash calculations, which you decide, please revise your
disclosure in future filings to remove disclosure related to the constraint of block rewards.
Cryptocurrencies, page F-11
We note your response to prior comment 16. Per ASC Topic 350-30-35-18 an intangible
asset that is not subject to amortization shall be tested for impairment annually and more
frequently if events or changes in circumstances indicate that it is more likely than not
that the asset is impaired. It appears that the sale of an identical asset, at any period during
a day, for a price less than the Company’s current carrying value, would be an indicator
that it is more likely than not that the asset is impaired. As such, it remains unclear why
you would not conduct an impairment test at that time. We further note that per ASC
Topic 350-30-35-20 subsequent reversal of a previously recognized impairment loss is
prohibited. Please provide a SAB 99 analysis to address materiality in the periods
presented from your current impairment policy to one in which you assess cryptocurrency
impairment based on lowest intraday price.6.

July 8, 2024
Page 3

7.We note your revised digital currency mining revenue policy disclosure on page 11 of
your 10-Q for the three months ending February 28, 2024. In your revised disclosure you
state that you are entitled to compensation equal to the expected reward. However, your
disclosure also implies you receive a share of the rewards paid to the pool operator for
successful efforts. Please revise your disclosure in future filings to reconcile the two
statements and clearly state that as a participant in an FPPS mining pool your
compensation is not contingent on the pool operator successfully placing a block.
            Please contact David Irving at 202-551-3321 or Michelle Miller at 202-551-3368 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jessica Livingston at 202-551-3448 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

BITMINE IMMERSION
TECHNOLOGIES, INC.

2030 Powers
Ferry Road SE, Suite 212

Atlanta, Georgia
30339

April 15, 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 14, 2023

    Form 10-Q Filed January 12, 2024

    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 March 1, 2024, with respect to the Company’s Form 10-K for the
year ended August 31, 2023 and its Form 10-Q for the quarter ended November 30, 2023 (the “SEC Reports”). The Company
is also simultaneously filings its Form 10-Q for the three months ended February 29, 2024 (the “Current Form 10-Q”,
in which other comments have been addressed.

Form 10-K For the Fiscal Year Ended August
31, 2023

Company Overview, page 1

 1. Refer to prior comment 4, to comment 8 in our letter dated August 28, 2023, and to your responses to these comments and disclosures
in this filing. We do not see disclosure regarding the total hashing power of the pool in which your miners participate and the percentage
thereof contributed by your miners, how that pool holds your proportion of mining rewards and the duration thereof, whether the pool operator
has insurance for theft or loss and risk factor disclosure related to transferring crypto assets. Also, in your January 12, 2024 response
you advised that you disclosed the material terms of your mining pool agreement in your Management’s Discussion and Analysis of
Financial Condition and Results of Operation and the notes to your financial statements, yet your most recent form 10-K doesn't appear
to disclose material terms of the mining agreement. Furthermore, your October 6, 2023 response letter advises that you will revise future
filings to disclose the percentage of hashing power of your self-mining operations allocated to each pool for each accounting period in
the notes to the financial statements, and we see no such disclosure. Please direct us to the above disclosures or please provide draft
disclosures and confirm these disclosures will be included in future filings.

Response: As we believe was explained in response
to the comments, the Company did not disclose the total hashing power of the pool and the percentage contribution by its miners because
it is not relevant to the amount of rewards paid to the Company, and therefore is not shared by the pool operator. The Company disclosed
that the mining pool operator calculates revenues in 24 hour increments, and pays each day’s revenue within 24 hours after the end
of each day. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation –
Critical Accounting Policies – Revenues from digital currency mining – General - Step 3.” The Company also disclosed
that it used only one mining pool during the year ended August 31, 2023. See “Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operation – Critical Accounting Policies – Revenues from digital currency mining –
General.” As explained in the initial response to this comment, we do not know if the pool operator has insurance against loss
but we do not consider the risk to be material because the pool operator normally holds only one day of mining rewards and the Company
has the ability to terminate its contributions to the pool at any time. Also, there is a risk factor disclosing that none of the bitcoin
owned by the Company is insured, which would necessarily include bitcoin held on our behalf by the pool operator.

      1

 2. You state that you "plan to operate [y]our data centers using immersion cooling technology." In future filings please
revise this statement to also clarify the extent to which your operations currently use immersion cooling technology.

Response: Beginning with the Current Form 10-Q,
the Company will include a count of the miners that are immersion cooled miners versus air-cooled miners in future filings.

Part I

Item 1. Business, page 1

 3. Please clarify in the business section of future filings your intentions to mine digital assets other than bitcoin. Refer to comment
7 in our August 28, 2023 letter and to your response on October 6, 2023 that in future filings, including this Form 10-K, you would revise
to "better reflect what has been mined to date and the future intent with regard to other types of digital assets." Please advise
where in the document you clarify your intent regarding mining digital assets other than bitcoin or provide draft language you intend
to include in future filings. We note your statements that that mining activities to date have been limited to Bitcoin and other disclosures
in your risk factors on pages 22, 28 and 44 referencing "other cryptocurrencies we mine" or "any other digital assets we
mine."

Response: We do not believe the references to “other
digital assets [cryptocurrencies] we mine” in a few risk factors means that the Company mines any assets other than bitcoin presently.
The Company has made clear in three other places that it has only mined bitcoin to date, but reserves its right to mine other digital
currencies. The language cited from the risk factors merely covers the possibility that the Company owns or mines other digital assets,
without representing that it actually does. Nevertheless, Item 1A. Risk Factor in the Current Form 10-Q includes amended versions of the
three risk factors to clarify that the reference to other digital assets or cryptocurrencies does not mean that the Company actually owns
or mines them.

 4. We note your response to prior comment 2. In future filings please include a more comprehensive breakeven analysis for your bitcoin
mining operations that compares the cost to earn/mine one bitcoin with the market value of one bitcoin. Your analysis should identify
and explain all relevant inputs used in your calculation, regardless of whether various inputs are discussed elsewhere in separate parts
of your filing. As part of your analysis please include the cost of acquiring mining equipment and any related financing costs.

Response: Most miners that include a
breakeven analysis do not include the depreciation of mining equipment, but at least one does, and therefore the Company will include
depreciation associated with its miners in the breakeven analysis, beginning with the Current Form 10-Q. As far as we can determine, no
other miners include financing costs of miners in their breakeven analysis. The Company does not believe there is any practical way to
separate financing costs of miners given the nature, terms and use of proceeds from the debt and equity financings in which the Company
has engaged to date, and we believe that others have reached the same conclusion.

Trinidad Operations, page 3

 5. In future filings please revise your statement in the second paragraph that "our rate for electricity will be TSTT’s
existing rate of 3.5 cents per kwh" to state, if true and as stated in the paragraph above, that "[y]our hosting containers
will be billed for electricity usage at the local utility’s standard rates, which is the greater of 3.5 cents per kwh or 75% of
the declared reserve capacity, which is equal to the customer’s highest expected monthly kilovolt-ampere demand at $7.40."
Please also revise the similar statement on page 12.

Response: In future filings, we will include the
entire formula which governs the electricity rates that we are charged in our Trinidad operations.

      2

 6. You state that "[w]hile [y]our TSTT site was delayed pending electrification, [you] entered into a hosting agreement with
a third party in Trinidad to host up to 192 miners in one immersion container until August 31, 2024." In future filings please disclose
the electrical rates you have been paying at this location.

Response: In future filings, we will disclose the
electricity rate for the 192 miners hosted by a third party in Trinidad.

Revenue Sources, page 5

 7. We note your disclosure on page 46 that you "generally liquidate [y]our bitcoin within 2-3 weeks of receipt in order to pay
operational expenses. Therefore, [you] do not expect to incur material losses on bitcoin that [you] hold due to the short holding period.
However, the volatility of bitcoin prices makes it more likely that [you] experience losses from holding bitcoin, which could have a material,
adverse impact on [y]our liquidity and [y]our business." In future filings please revise this risk factor to address the fact that,
as stated on page 5, you do not have a set policy in regard to how long you hold digital assets that you receive as payment. Address how
the lack of such policy could exacerbate the volatility risk from holding bitcoin.

Response: The revised risk factor is included in
Part II, Item 1A, Risk Factors of the Current Form 10-Q.

 8. We reissue comment 10 in our letter dated August 28, 2023. In future filings please reconcile your disclosures regarding whether
you hold or plan to hold crypto assets for investment. For example, on page 6 you state that you "do not plan to hold any digital
assets that [you] receive as a long-term investment," however on page 2 you state that you "may hold [y]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." Likewise on page 56 you state that you "reserve the right to hold [y]our digital assets as a long-term
investment." We note that in your October 6, 2023 response letter you advised that the "proper statement of the Company’s
intent is the first statement, and the second statement will be removed or revised to be consistent with the first."

Response: The proper statement of intent is that
the Company does not currently hold digital assets for long-term investment, but reserves the right to do so in the future. The Company
believes that saying it “may” hold bitcoin as a long-term investment is not inconsistent with that general statement of its
intent. In future filings, we will endeavor to make that intent clear in all places where the issue is discussed, and indicate when the
Company holding period has changed, if that ever occurs.

Key Factors Affecting Our Performance

Halving, page 10

 9. Refer to prior comment 5, your response and your disclosures. We note that you have not included the requested cross-reference
in either your most recent Form 10-K or 10-Q filings. Please confirm that you will revise the halving disclosure in your Business section
of future filings to provide a cross-reference to your risk factor on the risks of halving.

Response: We will endeavor to include a cross-reference
to the cited risk factor in future filings.

      3

Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations Critical Accounting Policies, page 62

 10. We note your response to comment 7 and that you recognized an impairment of fixed assets of $122,950 for the year ending August
31, 2023. Please enhance future filings to reflect your response and include a subheading for property and equipment. We note that within
your critical accounting estimates discussion you separately discuss revenue recognition, cash and cash equivalents, cryptocurrency, stock-based
compensation, related party transactions, net loss per share and income taxes but not property and equipment. Please also revise the header
of your discussion from Critical Accounting Policies to Critical Accounting Estimates. 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: In future filings
we will revise the header from “Critical Accounting Policies” to “Critical Accounting Estimates,” and in the
annual reports we will include a subheading for property and equipment. In the quarterly reports, we simply cross-reference the
applicable disclosure in the notes to the financial statements and expect to continue that process going forward. Regarding
disclosure of the $122,950 impairment loss, we intend to include enhanced narrative disclosure of material transactions relating to
property and equipment in the financial statement note concerning same, beginning with the Current Form 10-Q.

Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters, page 78

 11. We note your response to prior comment 8. We note that the percent of common stock column in the table on page 78 does not compute
based on the shares beneficially owned and the 49,665,649 shares of common stock issued and outstanding at December 1, 2023.

 • For example, you disclose 23,595,583 shares beneficially owned by Jonathan Bates, which represents
47.5% of common stock based on 49,665,649 shares of common stock issued and outstanding at December 1, 2023, not 41.0% as disclosed in
the percentage of common stock column; and

 • For example, you disclose 16,786,887 shares beneficially owned by Innovative Digital Investors Emerging
Technology, LP, which represents 33.8% of common stock based on 49,665,649 shares of common stock issued and outstanding at December 1,
2023, not 30.5% as disclosed in the percentage of common stock column.

We note these computational discrepancies
for all beneficial share owners. Please revise future filings to address these concerns. Show us what your proposed disclosure will look
like in your response, or advise otherwise.

Response: We believe that the percentages are correct.
The percentages were calculated in accordance with Item 403 of Regulation S-K, which generally provides that beneficial ownership is calculated
in accordance with Rule 13d-3. Rule 13d-3 requires that beneficial ownership include any shares owned plus any shares that the holder
has the right to acquire within 60 days. Rule 13d-3 also addresses how to calculate the numerator in situations where a person’s
ownership includes shares that are not yet issued, as follows: “Any securities not outstanding which are subject to such options,
warrants, rights or conversion privileges shall be deemed to be outstanding for the purpose of computing the percentage of outstanding
securities of the class owned by such person but shall not be deemed to be outstanding for the purpose of computing the percentage of
the class by any other person.” Rule 13d-3(d)(1)(i)(D)

Therefore, Mr. Bates’ beneficial ownership
includes 15,700,000 shares owned directly by affiliates that he controls, plus 2,608,696 shares of common stock issuable upon conversion
of Series A Preferred Stock he owns, plus 5,286,887 shares of common stock issuable under Series A Preferred Stock owned by Innovative
Digital Investors Emerging Technology, LP (“IDI”), which he controls, for a total of 7,895,583 contingent shares,
and an overall total of 23,595,583 shares. Under Rule 13d-3, his beneficial ownership is thus calculated as 23,595,583 / 57,561,234 (derived
from 49,665,651 + 7,895,583) = 41%.

Similarly, IDI’s ownership includes 11,500,000
shares which it owns directly, plus 5,286,887 shares of common stock issuable under Series A Preferred Stock which it owns, for an overall
total of 16,786,887 shares. Under Rule 13d-3, its beneficial ownership is thus calculated as 16,786,887 / 54,952,538 (derived from 49,665,651
+ 5,286,887) = 30.5%.

The only other persons named in the table whose
ownership includes unissued contingent shares are Erik Nelson and Rykor Energy Solutions, LLC, and their beneficial ownership percenta

United States securities and exchange commission logo
March 1, 2024
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 14, 2023
Form 10-Q Filed January 12, 2024
File No. 000-56220
Dear Jonathan Bates:
            We have reviewed your January 12, 2024 response to our comment letter and have the
following comments.
            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, any references to prior comments are to comments in our December 8,
2023 letter.
Form 10-K For the Fiscal Year Ended August 31, 2023
Company Overview, page 1
1.Refer to prior comment 4, to comment 8 in our letter dated August 28, 2023, and to your
responses to these comments and disclosures in this filing. We do not see disclosure
regarding the total hashing power of the pool in which your miners participate and the
percentage thereof contributed by your miners, how that pool holds your proportion of
mining rewards and the duration thereof, whether the pool operator has insurance for theft
or loss and risk factor disclosure related to transferring crypto assets. Also, in your
January 12, 2024 response you advised that you disclosed the material terms of
your mining pool agreement in your Management’s Discussion and Analysis of Financial
Condition and Results of Operation and the notes to your financial statements, yet your
most recent form 10-K doesn't appear to disclose material terms of the mining agreement.

 FirstName LastNameJonathan Bates
 Comapany NameBitmine Immersion Technologies, Inc.
 March 1, 2024 Page 2
 FirstName LastName
Jonathan Bates
Bitmine Immersion Technologies, Inc.
March 1, 2024
Page 2
Furthermore, your October 6, 2023 response letter advises that you will revise future
filings to disclose the percentage of hashing power of your self-mining operations
allocated to each pool for each accounting period in the notes to the financial statements,
and we see no such disclosure. Please direct us to the above disclosures or please provide
draft disclosures and confirm these disclosures will be included in future filings.
2.You state that you "plan to operate [y]our data centers using immersion cooling
technology." In future filings please revise this statement to also clarify the extent to
which your operations currently use immersion cooling technology.
Part I
Item 1. Business, page 1
3.Please clarify in the business section of future filings your intentions to mine digital assets
other than bitcoin. Refer to comment 7 in our August 28, 2023 letter and to your response
on October 6, 2023 that in future filings, including this Form 10-K, you would revise to
"better reflect what has been mined to date and the future intent with regard to other types
of digital assets."  Please advise where in the document you clarify your intent regarding
mining digital assets other than bitcoin or provide draft language you intend to include in
future filings. We note your statements that that mining activities to date have been
limited to Bitcoin and other disclosures in your risk factors on pages 22, 28 and 44
referencing "other cryptocurrencies we mine" or "any other digital assets we mine."
4.We note your response to prior comment 2. In future filings please include a more
comprehensive breakeven analysis for your bitcoin mining operations that compares the
cost to earn/mine one bitcoin with the market value of one bitcoin. Your analysis should
identify and explain all relevant inputs used in your calculation, regardless of whether
various inputs are discussed elsewhere in separate parts of your filing. As part of your
analysis please include the cost of acquiring mining equipment and any related financing
costs.
Trinidad Operations, page 3
5.In future filings please revise your statement in the second paragraph that "our rate for
electricity will be TSTT’s existing rate of 3.5 cents per kwh" to state, if true and as stated
in the paragraph above, that "[y]our hosting containers will be billed for electricity usage
at the local utility’s standard rates, which is the greater of 3.5 cents per kwh or 75% of the
declared reserve capacity, which is equal to the customer’s highest expected monthly
kilovolt-ampere demand at $7.40." Please also revise the similar statement on page 12.
6.You state that "[w]hile [y]our TSTT site was delayed pending electrification,
[you] entered into a hosting agreement with a third party in Trinidad to host up to 192
miners in one immersion container until August 31, 2024." In future filings please
disclose the electrical rates you have been paying at this location.

 FirstName LastNameJonathan Bates
 Comapany NameBitmine Immersion Technologies, Inc.
 March 1, 2024 Page 3
 FirstName LastName
Jonathan Bates
Bitmine Immersion Technologies, Inc.
March 1, 2024
Page 3
Revenue Sources, page 5
7.We note your disclosure on page 46 that you "generally liquidate [y]our bitcoin within 2-3
weeks of receipt in order to pay operational expenses. Therefore, [you] do not expect to
incur material losses on bitcoin that [you] hold due to the short holding period. However,
the volatility of bitcoin prices makes it more likely that [you] experience losses from
holding bitcoin, which could have a material, adverse impact on [y]our liquidity and
[y]our business." In future filings please revise this risk factor to address the fact that, as
stated on page 5, you do not have a set policy in regard to how long you hold digital assets
that you receive as payment. Address how the lack of such policy could exacerbate the
volatility risk from holding bitcoin.
8.We reissue comment 10 in our letter dated August 28, 2023. In future filings please
reconcile your disclosures regarding whether you hold or plan to hold crypto assets for
investment. For example, on page 6 you state that you "do not plan to hold any digital
assets that [you] receive as a long-term investment," however on page 2 you state that you
"may hold [y]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." Likewise on page 56 you state that you "reserve the right to hold [y]our
digital assets as a long-term investment." We note that in your October 6, 2023 response
letter you advised that the "proper statement of the Company’s intent is the first statement,
and the second statement will be removed or revised to be consistent with the first."

Key Factors Affecting Our Performance
Halving, page 10
9.Refer to prior comment 5, your response and your disclosures. We note that you have not
included the requested cross-reference in either your most recent Form 10-K or 10-Q
filings. Please confirm that you will revise the halving disclosure in your Business section
of future filings to provide a cross-reference to your risk factor on the risks of halving.

 FirstName LastNameJonathan Bates
 Comapany NameBitmine Immersion Technologies, Inc.
 March 1, 2024 Page 4
 FirstName LastName
Jonathan Bates
Bitmine Immersion Technologies, Inc.
March 1, 2024
Page 4
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies, page 62
10.We note your response to comment 7 and that you recognized an impairment of fixed
assets of $122,950 for the year ending August 31, 2023. Please enhance future filings to
reflect your response and include a subheading for property and equipment.  We note that
within your critical accounting estimates discussion you separately discuss revenue
recognition, cash and cash equivalents, cryptocurrency, stock-based compensation, related
party transactions, net loss per share and income taxes but not property and equipment.
Please also revise the header of your discussion from Critical Accounting Policies to
Critical Accounting Estimates.  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 78
11.We note your response to prior comment 8. We note that the percent of common stock
column in the table on page 78 does not compute based on the shares beneficially
owned and the 49,665,649 shares of common stock issued and outstanding at December 1,
2023.
•For example, you disclose 23,595,583 shares beneficially owned by Jonathan Bates,
which represents 47.5% of common stock based on 49,665,649 shares of common
stock issued and outstanding at December 1, 2023, not 41.0% as disclosed in the
percentage of common stock column; and
•For example, you disclose 16,786,887 shares beneficially owned by Innovative
Digital Investors Emerging Technology, LP, which represents 33.8% of common
stock based on 49,665,649 shares of common stock issued and outstanding at
December 1, 2023, not 30.5% as disclosed in the percentage of common stock
column.

We note these computational discrepancies for all beneficial share owners. Please revise
future filings to address these concerns. Show us what your proposed disclosure will look
like in your response, or advise otherwise.
Statement of Cash Flows, page F-6
12.We note your response to comment 1 and that the basis of the one immersion container
with a carrying value of $231,429 contributed by you in the joint venture was stepped up
to $300,000, and is included in the total cost basis of $987,429 of your joint venture
investment.  Please tell us how you accounted for the increase in step-up of $69,000 and
the accounting guidance to support your accounting.

 FirstName LastNameJonathan Bates
 Comapany NameBitmine Immersion Technologies, Inc.
 March 1, 2024 Page 5
 FirstName LastName
Jonathan Bates
Bitmine Immersion Technologies, Inc.
March 1, 2024
Page 5
13.Please address the following:
•Tell us how cryptocurrency proceeds from the sale of equipment of $56,730 is
reflected in supplemental non-cash activities; and
•Tell us how cryptocurrency used to pay expenses and to purchase equipment of
$213,918 is reflected in supplemental non-cash activities.
Notes to Condensed Financial Statements
Note 1 - Basis of Presentation and Summary of Significant Policies
Revenues From Digital Currency Mining, page F-8
14.We note your response to comments 9 and 10. Please address the following:

•You assert that the mining pool agreement renews daily as long as neither party elects
to terminate it, and you do not believe the duration is less than 24 hours. The
guidance in ASC 606-10-25-3 indicates that the duration of the contract is the period
in which the parties have present enforceable rights and obligations considering
termination and renewal rights.  Tell us your consideration of the interpretation in the
FASB Revenue Recognition Implementation Q&A question 8 and whether a contract
that can be terminated at any time without penalty would result in a contract that is
continuously renewed throughout the day and therefore results in many contracts with
durations less than 24 hours.  If true, revise future filings to specifically disclose that,
"the contract duration is less than 24 hours and is continuously renewed throughout
the day," or advise;
•You assert that your mining pool contracts are terminable at any time by either party
without penalty and the formula for payment does not change upon renewal. Your
response implies that your customer does not have a material right. Confirm our
understanding and, if so, enhance your disclosures in future filings to support that you
have a single performance obligation. Refer to ASC 606-10-55-42;
•Revise future filings to remove reference to your performance obligation as being the
provision of “computing power” and instead describe the performance obligation as
the provision of “hash calculation services” or something similar. In this regard, we
note your response to the fifth bullet of prior comment 9 but continue to believe that
the provision of “computing power” is too imprecise to describe your performance
obligation to provide a service to the mine pool operator to run its software on your
equipment to, in part, construct header candidates and perform hash calculations;
•Enhance future filings to indicate, if true, that providing hash calculation services for
the pool operator is an output of your ordinary activities, that you determine when to
provide services, and that your enforceable right to compensation begins when, and
continues for as long as, services are provided; and
•You state in your response and your disclosures that you measure Bitcoin
consideration earned at the end of the day spot price which is not materially different
than at contract inception. Please remove these statements and indicate that you
measure Bitcoin consideration earned on the date of contract inception.

 FirstName LastNameJonathan Bates
 Comapany NameBitmine Immersion Technologies, Inc.
 March 1, 2024 Page 6
 FirstName LastNameJonathan Bates
Bitmine Immersion Technologies, Inc.
March 1, 2024
Page 6
15.We note your response to comment 10 and your disclosure your payment mechanism is
FPPS and you fully constrain all variable consideration until you receive confirmation of
the amount, usually via settlement of the fractional share of block reward and transaction
fee in your digital wallet because the amount of consideration is highly susceptible to
factors outside of your control as defined by your customer’s payout methodology.   The
inputs of the standard block reward formula for a FPPS payment mechanism are pool
participant hash rate, network difficulty which adjusts every two weeks and block
subsidiary which halves about every four years.  Since the only formula input that can
change at contract inception is your hash rate, which you decide, please revise your
disclosure in future filings to clarify, if true, that only transaction fees are constrained until
the end of each transactional day or midnight UTC time.
Cryptocurrency, page F-11
16.You disclose that Cryptocurrencies held are accounted for as intangible assets with
indefinite useful lives and are not amortized but assessed for impairment quarterly, when
events or changes in circumstances occur indicating that it is more likely than not that the
indefinite-lived asset is impaired.  Please address the following:

•Confirm our understanding and revise your disclosure in future filings to clearly
indicate that you assess cryptocurrency impairment based on the lowest intraday price
each day.  Refer to ASC 350-30-35-18B; and
•Confirm that cryptocurrency impairment of $3,523 was determined based on the
lowest intraday price each day for your crypto holdings over the course and during
the year ended August 31, 2023.
Note 4. Property and Equipment, page F-14
17.We note your response to comment 14.  Please address the following:
•We note that purchases and disposition of property and equipment is recurring and
significant to the operation of your business.  We are unable to reconcile the change
in year-over-year balances to the activity disclosed.  Provide us and enhance future
filings to disclose purchases and dispositions separately in the table of property and
equipment as disclosed for the periods presented.  To the extent such activity does not
directly tie to related activity in your statement of cash flows, including supplemental
non-cash activity, include footnotes to explain any differences.  Refer to ASC 210-
10-S99 and Regulation S-X Rule 5-02.13(a);

CORRESP
1
filename1.htm

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.

      2

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.

      3

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.

      4

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

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,

 FirstName LastNameJonathan Bates
 Comapany NameBitmine Immersion Technologies, Inc.
 December 8, 2023 Page 2
 FirstName LastNameJonathan Bates
Bitmine Immersion Technologies, Inc.
December 8, 2023
Page 2
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

 FirstName LastNameJonathan Bates
 Comapany NameBitmine Immersion Technologies, Inc.
 December 8, 2023 Page 3
 FirstName LastName
Jonathan Bates
Bitmine Immersion Technologies, Inc.
December 8, 2023
Page 3
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.

 FirstName LastNameJonathan Bates
 Comapany NameBitmine Immersion Technologies, Inc.
 December 8, 2023 Page 4
 FirstName LastName
Jonathan Bates
Bitmine Immersion Technologies, Inc.
December 8, 2023
Page 4
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

 FirstName LastNameJonathan Bates
 Comapany NameBitmine Immersion Technologies, Inc.
 December 8, 2023 Page 5
 FirstName LastNameJonathan Bates
Bitmine Immersion Technologies, Inc.
December 8, 2023
Page 5
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

 FirstName LastNameJonathan Bates
 Comapany NameBitmine Immersion Technologies, Inc.
 December 8, 2023 Page 6
 FirstName LastNameJonathan Bates
Bitmine Immersion Technologies, Inc.
December 8, 2023
Page 6
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

CORRESP
1
filename1.htm

BITMINE IMMERSION
TECHNOLOGIES, INC.

2030 Powers
Ferry Road SE, Suite 212

Atlanta, Georgia
30339

October 6, 2023

Mr. Dave Irving

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:

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 August 28, 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”).

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.

Response: Attached hereto as Exhibit A is
the risk factor section as Company expects to file it in its Form 10-K for the year ended August 31, 2023, which is due in late November
2023 (the “Updated Risk Factors.)1 The Updated
Risk Factors include additional risk factors, which include the risks associated with recent crypto market developments, the price volatility
in crypto markets and recent bankruptcies of industry participants (Risk Factor 7, 50 and 73). The Company does not have any exposure
in recent bankruptcies, and that fact is also addressed in the risk factors. (Risk Factor 7)

 2. If material to an understanding of your business, describe any direct or indirect exposures 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.

_________________

1
In order to reference the location of risk factors for this letter, the risk factors have been numbered.

    Mr. Dave Irving

Securities and Exchange Commission

October 6, 2023

Page 2

Response: To the Company’s knowledge, it
does not have any direct or indirect exposure to third parties that meet any of the specific conditions described in the comment. We understand
that about 340,000 customers of Gemini who invested in the Gemini Earn program with Genesis Capital have had their accounts frozen by
the bankruptcy of Genesis. The amount frozen is allegedly around $900 million. However, we also understand that any liability of Gemini
relating to that bankruptcy matter is segregated from the type of account that we have with Gemini. Nevertheless, as indicated in the
Updated Risk Factors, the Company minimizes its exposure to Gemini by keeping most of its bitcoin assets in cold storage, only transfers
them to Gemini when necessary to liquidate them, and then transfers the proceeds out of Gemini the same day that the bitcoin is liquidated.
As a result, the Company may experience a small loss if Gemini filed for bankruptcy in the brief window of time in which it has custody
of the Company’s cash or bitcoin, but otherwise the Company does not believe its assets would be at risk in a Gemini bankruptcy.
(Risk Factors 8 and 50) Also, the Company has mitigated the risk of relying on Gemini as its vendor for liquidating bitcoin by seeking
to open accounts at other firms, and to that end has already opened an account at Bitgo. (Risk Factors 8 and 50)

We note that the Company is, like all companies,
subject to the general risk that certain material counterparties cannot fulfill their obligations. The Updated Risk Factors include an
additional risk factor addressing general counterparty risk, and identifies the two counterparty’s that the Company believes present
the only material risks at this time (Trinidad Mining and the Pecos Joint Venture). (Risk Factor 34)

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.

Response: The Company cannot provide this level
of detail of its future business operations due to the nature of the business it is in, and believes that any attempt to provide that
sort of detail would be inherently misleading to investors. The amount of bitcoin generated as revenues is strongly correlated to the
amount of computing power deployed by a mining company, which is strongly correlated to the amount of capital available to purchase and
install new computing power. Any plan or milestone is meaningless without a source of capital to fund it. There is no way that a company
in this industry can predict the amount or timing of capital that it will be able to raise, such that any projections based on highly
uncertain capital raises would be more likely to mislead, than inform, investors about the Company’s future prospects. As we note
in Risk Factor 2, we currently lack the capital to open material additional facilities or materially expand our additional facilities
and we have hired investment bankers to assist us in raising capital, but there is no assurance they will be successful.

Furthermore, nothing in Item 101 of Regulation
S-K requires the level of detail requested by the comment. The subsection of Rule 101 cited in the comment only requires that a company
provide “an update to the general development of its business, disclosing all of the material developments that have occurred since
the most recent registration statement or report that includes a full discussion of the general development of its business.” The
Company provides this sort of update in every Form 10-K and 10-Q that it files.

Item 101(a)(3)(iii)(B)(1) only requires disclosure
of the registrant’s “opinion” of the period of time that that the offering proceeds will cover its cash requirements.
While the section provides that a cash budget may be provided to the Commission, it also provides that it need not be included in the
registration statement itself. The Company believes that its existing practice of providing an update of major business developments in
every Form 10-K and 10-Q that it files, and its opinion of how long it can operate with its current and expected liquidity, along with
the sources of its liquidity, is exactly what is required of Item 101 and is consistent with the practice of other registrants.

    Mr. Dave Irving

Securities and Exchange Commission

October 6, 2023

Page 3

 4. Please provide a quantified breakeven analysis that compares the cost to earn/mine the crypto assets with the value of those crypto
assets.

Response: In future filings, the Company intends
to include in its management’s discussion section a table that shows for the current and prior period data that will enable an investor
to analyze the profitability of the Company’s operations, including the cost of mining per bitcoin earned in the period (with costs
broken out separately for major categories of expenses included cost of sales), the average revenue of each bitcoin mined, the cost of
mining as a percentage of average bitcoin revenue, the total amount of bitcoin mined in the period, the total kwh’s used, the total
energy expense and energy expense as a percentage of bitcoin mining revenue. The Company has observed some mining firms begin to include
such disclosure, which will serve as a model for the Company’s disclosure.

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.

Response: Attached hereto as Exhibit B is
the proposed disclosure of the Company’s Pecos joint venture, which we intend to include in the next Form 10-K. Note that there
are no provisions that allow either party to terminate the relationship. The Company will file the following agreements as exhibits to
the Form 10-K: the Operating Agreement for ROC Digital Mining I, LLC, which serves as the operating entity), the Operating Agreement for
ROC Digital Mining Manager, LLC (which serves as the managing member of ROC Digital Mining I, LLC, and the documents executed in connection
with the sale of equipment to ROC Digital Mining I, LLC (Transfer, Bill of Sale and Assignment; Promissory Note; and Security Agreement).

 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.

Response: The right to terminate if the price of
electricity exceeds $0.05 per kwh is contained in a separate Statement of Work, which will be filed as an exhibit to the next Form 10-K.

 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.”

Response: To date, all digital asset rewards have
been in bitcoin, and the Company has no plans at this time to mine for any other digital assets. Thus, the use of “primarily”
was only intended to reserve the Company’s right to mine for other types of digital assets. In future filings, including the next
Form 10-K, the language will be changed to better reflect what has been mined to date and the future intent with regard to other types
of digital assets.

    Mr. Dave Irving

Securities and Exchange Commission

October 6, 2023

Page 4

 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 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.

Response: Below are answers to each of the questions
in this comment, and how the Company intends to address the issue, if at all, in its disclosures:

 · Customers have full control over the pool utilized by their miners, i.e., they can elect to use the pool that the Company uses for
its self-mining operations or can specify a different pool. We will disclose this aspect of the hosting business in Item 1.

 · Customers currently have the option of having mining rewards paid to an account of the Company, an account of the customer, or split
by the pool between the Company and the customer (but only for those pools that offer that capability). Where mining rewards are paid
all to the Company, the Company historically pays the customer its share daily by cold wallet transfer. Where the mining rewards are paid
to the customer, the Company bills the customer monthly for its share, and the amount due is settled monthly. We will disclose this aspect
of the hosting business in Item 1. However, as indicated in our response to Comment No. 26, we expect that our model in the future will
be to provide that mining rewards are paid to the customer.

 · We will disclose the percentage of hashing power of the Company’s self-mining operations allocated to each pool for each accounting
period. Other miners disclose this in the notes to the financial statements, and the Company intends to do likewise.

 · We do not know the total hashing power of each pool or our percentage of the total hashing power, and it is actually not a relevant
fact. Mining pools pay rewards in two different ways: as a percentage of the total reward received by the mining pool each day (the “Actual
Reward Method”); or based on the theoretical reward the pool participant should have received each day based on its hashing
power contributed to the pool each day times the difficulty index (the “Expected Reward Method”). We only use mining
pools that pay rewards under the Expected Reward Method, which means that we can easily verify that we have received the proper reward
since we also know the hashing power we have contributed and the difficulty index, which is publicly available. We will disclose this
aspect of our mining/hosting business in Item 1.

    Mr. Dave Irving

Securities and Exchange Commission

October 6, 2023

Page 5

 · The pools in which we participate pay mining rewards daily. Therefore, on any given day we have very little at risk with any pool.
Also, if a pool ever withheld our reward for any reason, would have the power to remove our machines from the pool instantly. Also, other
pools allow one to sign up instantly, and thus switching pools would cause little if any downtime where the miners were not being utilized
in mining. Therefore, we do not believe that a default by a pool is a material risk or, if it happened, could cause a material loss. We
will disclose this aspect of our mining/hosting business in Item 1.

 · We do not know if any pools have insurance against loss, but as noted above, we do not consider theft or loss by a pool to be a material
risk given that we never have any material assets at risk in a pool. We believe the existing risk factors already addressed the risks
of holding and transferring bitcoin, so no change was made in regard to that question.

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.

Response: We have h

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

 FirstName LastNameJonathan Bates
 Comapany NameBitmine Immersion Technologies, Inc.
 August 28, 2023 Page 2
 FirstName LastNameJonathan Bates
Bitmine Immersion Technologies, Inc.
August 28, 2023
Page 2
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

 FirstName LastNameJonathan Bates
 Comapany NameBitmine Immersion Technologies, Inc.
 August 28, 2023 Page 3
 FirstName LastNameJonathan Bates
Bitmine Immersion Technologies, Inc.
August 28, 2023
Page 3
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

 FirstName LastNameJonathan Bates
 Comapany NameBitmine Immersion Technologies, Inc.
 August 28, 2023 Page 4
 FirstName LastNameJonathan Bates
Bitmine Immersion Technologies, Inc.
August 28, 2023
Page 4
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.

 FirstName LastNameJonathan Bates
 Comapany NameBitmine Immersion Technologies, Inc.
 August 28, 2023 Page 5
 FirstName LastNameJonathan Bates
Bitmine Immersion Technologies, Inc.
August 28, 2023
Page 5
•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

 FirstName LastNameJonathan Bates
 Comapany NameBitmine Immersion Technologies, Inc.
 August 28, 2023 Page 6
 FirstName LastNameJonathan Bates
Bitmine Immersion Technologies, Inc.
August 28, 2023
Page 6
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

United States securities and exchange commission logo
March 23, 2021
Erik S. Nelson
Chief Executive Officer
Sandy Springs Holdings, Inc.
2030 POWERS FERRY ROAD SE, SUITE #212
ATLANTA, GA 30339
Re:Sandy Springs Holdings, Inc.
Registration Statement on Form 10-12G
Filed October 27, 2020
File No. 000-56220
Dear Mr. Nelson:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
            Please contact Ruairi Regan at 202-551-3269 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael Littman, Esq.

CORRESP
1
filename1.htm

Michael
A. Littman

Attorney
at Law

PO
Box 1839

Arvada,
CO 80001

(720)
530-6184

malattyco@aol.com

March 16, 2021

VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

Washington, D. C. 20549

Re:

Sandy Springs Holdings, Inc.

Registration Statement on Form 10-12G

Response dated January 27, 2021

File No. 000-56220

Dear Commission,

In response
to the Commission’s letter dated January 11, 2021 in the matter referenced above, please find the following answers for your
consideration:

Form 10-12G filed October
27, 2020

Audited Financial Statements
for the Year Ended August 31, 2020 and the Period Ended July 31, 2020, page F-1

 1. We note from your response that “there were no assets or business during the prior three
years of the divested subsidiary RESS of Delaware, Inc. into which RESS Merger Co. had merged.” Please clarify for us if
Renewable Energy Solution Systems, Inc. (“RESS”), RESS Merger Corporation (“RESSMC”) or RESS of Delaware,
which were part of the reorganization, had any assets, liabilities or operations prior to the merger. We further note that Sandy
Springs Holdings, Inc. (“Sandy Springs”) has a promissory note of $50,447 due to Coral Investment Partners as of August
31, 2020. Please tell us if the promissory note was transferred to Sandy Springs or if any other assets or liabilities were transferred
between entities through the merger.

    1 of 6

ANSWER: Renewable
Energy Solution Systems, Inc. which merged into RESS Merger Co. (“RESSMC”) to redomicile, and RESS of Delaware, Inc.
had no operations, nor assets in at least 2-3 years preceding the redomicile and the reorganization into a holding company, Sandy
Springs Holdings, Inc. The liabilities, based upon the records available, were nominal but could not be accurately determined and
the statute of limitations had run, it was believed, on most if not all liabilities, except the note for advances by Coral Investment
Partners.

The Coral Investment
note was agreed to be assumed by the newly formed holding company (Sandy Springs) based upon the agreement of Coral Investment
Partners to fund additional monies necessary for reorganization and audits and transfer agent costs to the benefit of Sandy Springs
Holdings, Inc. audits shareholders.

No other liabilities
were transferred to or assumed by Sandy Springs Holdings, Inc. from RESS of Delaware.

 2. We note that your auditor expressed an opinion on your financial statements for the period from
July 15, 2020 (Inception) through August 31, 2020, however, your statements of operations, changes in stockholders’ equity
(deficit) and cash flows are labeled as “for the period from July 16, 2020 through August 31, 2020.” We further note
from your disclosure in Note 1 that Sandy Springs Holdings, Inc. was incorporated on November 20, 2019. Please reconcile these
discrepancies and explain to us why November 20, 2019 is not considered your inception date for your financial statements.

ANSWER: Please
see our accounting justification as follows:

In the case of Sandy
Springs Holdings, Inc. there were no assets or business during the prior three years of the divested subsidiary RESS of Delaware,
Inc. into which RESS Merger Co. had merged.

In response to your
comment, Sandy Springs Holdings, Inc., while formed November 20, 2019, was not active in any business operations until the date
of the Holding Company Reorganization and was a shell formed for the purpose of the Holding Company Reorganization. The Holding
Company Reorganization date was taken to be the date of commencement of operations for purposes of accounting and operations. Due
to the fact that immediately after the Reorganization became effective the RESS of Delaware, Inc. subsidiary was fully divested
which had discontinued all business activities years earlier, it was deemed that the date of the divestiture was effective for
purposes of an audit.

This accounting period
adoption of July 15, 2020 is justified based upon ASC 805-50-45 et seq. as summarized below and as pointed out in our prior response
letter.

    2 of 6

ASC 805-50-45-2

The financial statements
of the receiving entity should report results of operations for the period in which the transfer occurs as though the transfer
of net assets or exchange of equity interests had occurred at the beginning of the period.
Results of operations for that period will thus comprise those of the previously separate entities combined from the beginning
of the period to the date the transfer is completed and those of the combined operations from that date to the end of the period.
By eliminating the effects of intra-entity transactions in determining the results of operations for the period before the combination,
those results will be on substantially the same basis as the results of operations for the period after the date of combination.
The effects of intra-entity transactions on current assets, current liabilities, revenue, and cost of sales for periods presented
and on retained earnings at the beginning of the periods presented should be eliminated to the extent possible.

ASC 805-50-45-3

The nature of and effects on earnings per
share (EPS) of nonrecurring intra-entity transactions involving long-term assets and liabilities need not be eliminated. However,
paragraph 805-50-50-2 requires disclosure.

ASC 805-50-45-4

Similarly, the receiving
entity shall present the statement of financial position and other financial information as of the beginning of the period as though
the assets and liabilities had been transferred at that date.

Subsections 3 & 4 above are not applicable.

PWC Guide for Business Combinations and
Non-Controlling Interests (2017) provides under Chapter 6.2,3.2-“Guidance for presenting a change in reporting entity”
at page 6-14

“In
addition, sometimes a new parent company may be added to an existing company (or consolidated group of companies) by setting up
a new holding company. The shareholders of the existing company exchange their shares for shares in the new company in proportion
to their existing ownership interests (i.e., share for share exchange). In such cases, there is no change in the substance of the
reporting entity. Therefore, absent basis differences between a controlling owner and the parent company, the consolidated financial
statements of the new company should reflect the accounting of the pervious company (or existing consolidated group), except that
the legal capital (i.e., issued and outstanding capital stock or membership interests) should reflect the capital of the new parent
company.”

The following guidance
is found in Deloitte’s “A Road Map to Reporting Discontinued Operations”:

However,
at the 2015 AICPA Conference on Current SEC and PCAOB Developments, while not specifically talking about common-control transactions,
the SEC staff further

    3 of 6

highlighted a number of factors
for registrants to consider in determining the predecessor, including, 18 Accounting for Common-Control Transactions but not limited
to, (1) the order in which the entities are acquired, (2) the size of the entities, (3) the fair value of the entities, and (4)
the ongoing management structure. The staff indicated that no one item is determinative on its own and that there could also be
more than one predecessor. Thus, entities should use judgment when identifying the predecessor. CC.4.3 Financial Statement Presentation
by the Transferring Entity ASC 805-50 only addresses the receiving entity’s presentation. It contains no specific guidance
on how the transferring entity should present a common-control transfer in its separate financial statements. Although the transferring
entity’s measurement generally matches the receiving entity’s, its presentation typically does not. Entities have analogized
to SAB Topic 5.Z.7 for guidance on whether the transferring entity may present its separate financial statements as if a change
in the reporting entity has occurred by derecognizing the transferred net assets and operations in the historical periods (sometimes
referred to as a “depooling“). SAB Topic 5.Z.7, which addresses whether an entity may present a spin-off as a change
in the reporting entity and restate its historical financial statements to exclude the subsidiary, states: Facts: A Company disposes
of a business through the distribution of a subsidiary’s stock to the Company’s shareholders on a pro rata basis in
a transaction that is referred to as a spin-off. Question: May the Company elect to characterize the spin-off transaction as resulting
in a change in the reporting entity and restate its historical financial statements as if the Company never had an investment in
the subsidiary, in the manner specified by FASB ASC Topic 250, Accounting Changes and Error Corrections? Interpretive response:
Not ordinarily. If the Company was required to file periodic reports under the Exchange Act within one year prior to the spin-off,
the staff believes the Company should reflect the disposition in conformity with FASB ASC Topic 360. This presentation most fairly
and completely depicts for investors the effects of the previous and current organization of the Company. However, in limited circumstances
involving the initial registration of a company under the Exchange Act or Securities Act, the staff has not objected to financial
statements that retroactively reflect the reorganization of the business as a change in the reporting entity if the spin-off transaction
occurs prior to effectiveness of the registration statement. This presentation may be acceptable in an initial registration if
the Company and the subsidiary are in dissimilar businesses, have been managed and financed historically as if they were autonomous,
have no more than incidental common facilities and costs, will be operated and financed autonomously after the spin-off, and will
not have material financial commitments, guarantees, or contingent liabilities to each other after the spin-off. This exception
to the prohibition against retroactive omission of the subsidiary is intended for companies that have not distributed widely financial
statements that include the spun-off subsidiary. Also, dissimilarity contemplates substantially greater differences in the nature
of the businesses than those that would ordinarily distinguish reportable segments as defined by FASB ASC paragraph 280-10-50-10
(Segment Reporting Topic). While this guidance does not specifically address common-control transactions, entities have analogized
to it in practice. All requirements in SAB Topic 5.Z.7 must be met for the transferring entity to depool the transferred net assets.

We believe that in
addition ASC 805-50-45-2 requires that the "effects of intra-entity transactions on current assets, current liabilities [emphasis
supplied], revenue, and cost of sales for periods

    4 of 6

presented and on retained earnings at
the beginning of the periods presented shall be eliminated to the extent possible”. This is considered an exchange
of shares between entities under common control and per ASC 805-50-45-2 the financial statements “shall report results of
operations for the period in which the transfer occurs as though the transfer of net assets or exchange of equity interests had
occurred at the beginning of the period. In researching this, the company has found several instances in which the Staff has accepted
this treatment after a spin-off, divestiture, or other reorganization.

We also submit that SAB 5.Z.7 says:

7. Accounting
for the spin-off of a subsidiary

Facts:
A Company disposes of a business through the distribution of a subsidiary’s stock to the Company’s shareholders on
a pro rata basis in a transaction that is referred to as a spin-off.

Question:
May the Company elect to characterize the spin-off transaction as resulting in a change in the reporting entity and restate its
historical financial statements as if the Company never had an investment in the subsidiary, in the manner specified by FASB ASC
Topic 250, Accounting Changes and Error Corrections?

Interpretive
Response: Not ordinarily. If the Company was required to file periodic reports under the Exchange Act within one year prior
to the spin-off, the staff believes the Company should reflect the disposition in conformity with FASB ASC Topic 360. This presentation
most fairly and completely depicts for investors the effects of the previous and current organization of the Company. However,
in limited circumstances involving the initial registration of a company under the Exchange Act or Securities Act, the staff has
not objected to financial statements that retroactively reflect the reorganization of the business as a change in the reporting
entity if the spin-off transaction occurs prior to effectiveness of the registration statement. This presentation may be acceptable
in an initial registration if the Company and the subsidiary are in dissimilar businesses, have been managed and financed historically
as if they were autonomous, have no more than incidental common facilities and costs, will be operated and financed autonomously
after the spin-off, and will not have material financial commitments, guarantees, or contingent liabilities to each other after
the spin-off. This exception to the prohibition against retroactive omission of the subsidiary is intended for companies that have
not distributed widely financial statements that include the spun-off subsidiary. Also, dissimilarity contemplates substantially
greater differences in the nature of the businesses than those that would ordinarily distinguish reportable segments as defined
by FASB ASC paragraph 280-10-50-10 (Segment Reporting Topic).

We believe that the
elimination of prior discontinued operations (due to divestiture of the subsidiary RESS of Delaware, Inc.) is appropriate in that
SAB 5.Z.7 is analogous to the situation, and ASC 805-45-2 instructs to report results of operations for the period in which the
transfer occurred as though the transfer or exchange had occurred at the beginning of the period. The date

    5 of 6

of the financial period of the audit,
July 15, 2020, was adopted since it was the effective date of the reorganization and the divestiture of subsidiary RESS of Delaware,
Inc.

It is our belief that
the audit period as shown in the financials reflect accurately the financial condition and position of the Company, especially
considering ASC 805-50-45.

3.       Please
provide updated financial statements in accordance with Rule 8-08 of Regulation S-X in your next amendment.

ANSWER: To
be filed in Form 10-Q for the period ended February 28, 2021 due April 14, 2021.

We hope this correspondence
meets with your satisfaction.

Sincerely,

/s/ Michael A. Littman

Michael A. Littman

Attorney at Law

    6 of 6

United States securities and exchange commission logo
February 8, 2021
Erik S. Nelson
Chief Executive Officer
Sandy Springs Holdings, Inc.
2030 POWERS FERRY ROAD SE, SUITE #212
ATLANTA, GA 30339
Re:Sandy Springs Holdings, Inc.
Registration Statement on Form 10-12G
Response dated January 27, 2021
File No. 000-56220
Dear Mr. Nelson:
            We have reviewed your January 27, 2021 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 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.  Unless we note otherwise, our references to prior comments are to comments in our
January 11, 2021 letter.
Form 10-12G filed October 27, 2020
Audited Financial Statements for the Year Ended August 31, 2020 and the Period Ended July 31,
2020, page F-1
1.We note from your response that "there were no assets or business during the prior three
years of the divested subsidiary RESS of Delaware, Inc. into which RESS Merger Co. had
merged." Please clarify for us if Renewable Energy Solution Systems, Inc.
("RESS"), RESS Merger Corporation ("RESSMC") or RESS of Delaware, which were
part of the reorganization, had any assets, liabilities or operations prior to the merger. We
further note that Sandy Springs Holdings, Inc. ("Sandy Springs") has a promissory note of
$50,447 due to Coral Investment Partners as of August 31, 2020. Please tell us if the
promissory note was transferred to Sandy Springs or if any other assets or liabilities were
transferred between entities through the merger.

 FirstName LastNameErik S. Nelson
 Comapany NameSandy Springs Holdings, Inc.
 February 8, 2021 Page 2
 FirstName LastName
Erik S. Nelson
Sandy Springs Holdings, Inc.
February 8, 2021
Page 2
2.We note that your auditor expressed an opinion on your financial statements for the period
from July 15, 2020 (Inception) through August 31, 2020, however, your statements of
operations, changes in stockholders' equity (deficit) and cash flows are labeled as "for the
period from July 16, 2020 through August 31, 2020." We further note from your
disclosure in Note 1 that Sandy Springs Holdings, Inc. was incorporated on November 20,
2019. Please reconcile these discrepancies and explain to us why November 20, 2019 is
not considered your inception date for your financial statements.
3.Please provide updated financial statements in accordance with Rule 8-08 of Regulation
S-X in your next amendment.
            You may contact Peter McPhun at 202-551-3581 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael Littman, Esq.

CORRESP
1
filename1.htm

Michael
A. Littman

Attorney
at Law

PO
Box 1839

Arvada,
CO 80001

(720)
530-6184

malattyco@aol.com

January 27, 2021

VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

Washington, D. C. 20549

Re:

Sandy Springs Holdings, Inc.

Registration Statement on Form 10-12G

Filed October 27, 2020

File No. 000-56220

Dear Commission,

In response
to the Commission’s letter dated January 11, 2021 in the matter referenced above, please find the following answer for consideration:

Form 10-12G filed October
27, 2020

Audited Financial Statements
for the Year Ended August 31, 2020 and the Period Ended July 31, 2020, page F-1

 1. We note your response to comment 1. Please tell us how you considered the guidance in ASC 805-50-45 when presenting your financial
statements given the entities described in Note 1, that were part of the reorganization, were all controlled by Eric Nelson, CEO
and President.

ANSWER:

In the case of Sandy
Springs Holdings, Inc. there were no assets or business during the prior three years of the divested subsidiary RESS of Delaware,
Inc. into which RESS Merger Co. had merged.

    1 of 5

ASC 805-50-45-2

The financial statements
of the receiving entity should report results of operations for the period in which the transfer occurs as though the transfer
of net assets or exchange of equity interests had occurred at the beginning of the period.
Results of operations for that period will thus comprise those of the previously separate entities combined from the beginning
of the period to the date the transfer is completed and those of the combined operations from that date to the end of the period.
By eliminating the effects of intra-entity transactions in determining the results of operations for the period before the combination,
those results will be on substantially the same basis as the results of operations for the period after the date of combination.
The effects of intra-entity transactions on current assets, current liabilities, revenue, and cost of sales for periods presented
and on retained earnings at the beginning of the periods presented should be eliminated to the extent possible.

ASC 805-50-45-3

The nature of and effects on earnings per
share (EPS) of nonrecurring intra-entity transactions involving long-term assets and liabilities need not be eliminated. However,
paragraph 805-50-50-2 requires disclosure.

ASC 805-50-45-4

Similarly, the receiving
entity shall present the statement of financial position and other financial information as of the beginning of the period as though
the assets and liabilities had been transferred at that date.

Subsections 3 & 4 above are not applicable.

PWC Guide for Business Combinations and
Non-Controlling Interests (2017) provides under Chapter 6.2,3.2-“Guidance for presenting a change in reporting entity”
at page 6-14

“In
addition, sometimes a new parent company may be added to an existing company (or consolidated group of companies) by setting up
a new holding company. The shareholders of the existing company exchange their shares for shares in the new company in proportion
to their existing ownership interests (i.e., share for share exchange). In such cases, there is no change in the substance of the
reporting entity. Therefore, absent basis differences between a controlling owner and the parent company, the consolidated financial
statements of the new company should reflect the accounting of the pervious company (or existing consolidated group), except that
the legal capital (i.e., issued and outstanding capital stock or membership interests) should reflect the capital of the new parent
company.”

The following guidance
is found in Deloitte’s “A Road Map to Reporting Discontinued Operations”:

However,
at the 2015 AICPA Conference on Current SEC and PCAOB Developments, while not specifically talking about common-control transactions,
the SEC staff further

    2 of 5

highlighted a number of factors
for registrants to consider in determining the predecessor, including, 18 Accounting for Common-Control Transactions but not limited
to, (1) the order in which the entities are acquired, (2) the size of the entities, (3) the fair value of the entities, and (4)
the ongoing management structure. The staff indicated that no one item is determinative on its own and that there could also be
more than one predecessor. Thus, entities should use judgment when identifying the predecessor. CC.4.3 Financial Statement Presentation
by the Transferring Entity ASC 805-50 only addresses the receiving entity’s presentation. It contains no specific guidance
on how the transferring entity should present a common-control transfer in its separate financial statements. Although the transferring
entity’s measurement generally matches the receiving entity’s, its presentation typically does not. Entities have analogized
to SAB Topic 5.Z.7 for guidance on whether the transferring entity may present its separate financial statements as if a change
in the reporting entity has occurred by derecognizing the transferred net assets and operations in the historical periods (sometimes
referred to as a “depooling“). SAB Topic 5.Z.7, which addresses whether an entity may present a spin-off as a change
in the reporting entity and restate its historical financial statements to exclude the subsidiary, states: Facts: A Company disposes
of a business through the distribution of a subsidiary’s stock to the Company’s shareholders on a pro rata basis in
a transaction that is referred to as a spin-off. Question: May the Company elect to characterize the spin-off transaction as resulting
in a change in the reporting entity and restate its historical financial statements as if the Company never had an investment in
the subsidiary, in the manner specified by FASB ASC Topic 250, Accounting Changes and Error Corrections? Interpretive response:
Not ordinarily. If the Company was required to file periodic reports under the Exchange Act within one year prior to the spin-off,
the staff believes the Company should reflect the disposition in conformity with FASB ASC Topic 360. This presentation most fairly
and completely depicts for investors the effects of the previous and current organization of the Company. However, in limited circumstances
involving the initial registration of a company under the Exchange Act or Securities Act, the staff has not objected to financial
statements that retroactively reflect the reorganization of the business as a change in the reporting entity if the spin-off transaction
occurs prior to effectiveness of the registration statement. This presentation may be acceptable in an initial registration if
the Company and the subsidiary are in dissimilar businesses, have been managed and financed historically as if they were autonomous,
have no more than incidental common facilities and costs, will be operated and financed autonomously after the spin-off, and will
not have material financial commitments, guarantees, or contingent liabilities to each other after the spin-off. This exception
to the prohibition against retroactive omission of the subsidiary is intended for companies that have not distributed widely financial
statements that include the spun-off subsidiary. Also, dissimilarity contemplates substantially greater differences in the nature
of the businesses than those that would ordinarily distinguish reportable segments as defined by FASB ASC paragraph 280-10-50-10
(Segment Reporting Topic). While this guidance does not specifically address common-control transactions, entities have analogized
to it in practice. All requirements in SAB Topic 5.Z.7 must be met for the transferring entity to depool the transferred net assets.

We believe that in
addition ASC 805-50-45-2 requires that the "effects of intra-entity transactions on current assets, current liabilities [emphasis
supplied], revenue, and cost of sales for periods

    3 of 5

presented and on retained earnings at
the beginning of the periods presented shall be eliminated to the extent possible”. This is considered an exchange
of shares between entities under common control and per ASC 805-50-45-2 the financial statements “shall report results of
operations for the period in which the transfer occurs as though the transfer of net assets or exchange of equity interests had
occurred at the beginning of the period. In researching this, the company has found several instances in which the Staff has accepted
this treatment after a spin-off, divestiture, or other reorganization.

We also submit that SAB 5.Z.7 says:

7. Accounting
for the spin-off of a subsidiary

Facts:
A Company disposes of a business through the distribution of a subsidiary’s stock to the Company’s shareholders on
a pro rata basis in a transaction that is referred to as a spin-off.

Question:
May the Company elect to characterize the spin-off transaction as resulting in a change in the reporting entity and restate its
historical financial statements as if the Company never had an investment in the subsidiary, in the manner specified by FASB ASC
Topic 250, Accounting Changes and Error Corrections?

Interpretive
Response: Not ordinarily. If the Company was required to file periodic reports under the Exchange Act within one year prior
to the spin-off, the staff believes the Company should reflect the disposition in conformity with FASB ASC Topic 360. This presentation
most fairly and completely depicts for investors the effects of the previous and current organization of the Company. However,
in limited circumstances involving the initial registration of a company under the Exchange Act or Securities Act, the staff has
not objected to financial statements that retroactively reflect the reorganization of the business as a change in the reporting
entity if the spin-off transaction occurs prior to effectiveness of the registration statement. This presentation may be acceptable
in an initial registration if the Company and the subsidiary are in dissimilar businesses, have been managed and financed historically
as if they were autonomous, have no more than incidental common facilities and costs, will be operated and financed autonomously
after the spin-off, and will not have material financial commitments, guarantees, or contingent liabilities to each other after
the spin-off. This exception to the prohibition against retroactive omission of the subsidiary is intended for companies that have
not distributed widely financial statements that include the spun-off subsidiary. Also, dissimilarity contemplates substantially
greater differences in the nature of the businesses than those that would ordinarily distinguish reportable segments as defined
by FASB ASC paragraph 280-10-50-10 (Segment Reporting Topic).

We believe that the
elimination of prior discontinued operations (due to divestiture of the subsidiary RESS of Delaware, Inc.) is appropriate in that
SAB 5.Z.7 is analogous to the situation, and ASC 805-45-2 instructs to report results of operations for the period in which the
transfer occurred as though the transfer or exchange had occurred at the beginning of the period.

    4 of 5

We hope this correspondence
meets with your satisfaction.

Sincerely,

/s/ Michael A. Littman

Michael A. Littman

Attorney at Law

    5 of 5

United States securities and exchange commission logo
January 11, 2021
Erik S. Nelson
Chief Executive Officer
Sandy Springs Holdings, Inc.
2030 POWERS FERRY ROAD SE, SUITE #212
ATLANTA, GA 30339
Re:Sandy Springs Holdings, Inc.
Registration Statement on Form 10-12G
Filed October 27, 2020
File No. 000-56220
Dear Mr. Nelson:
            We have reviewed your December 17, 2020 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
November 23, 2020 letter.
Form 10-12G filed October 27, 2020
Audited Financial Statements for the Year Ended August 31, 2020 and the Period Ended July 31,
2020, page F-1
1.We note your response to comment 1. Please tell us how you considered the guidance in
ASC 805-50-45 when presenting your financial statements given the entities described in
Note 1, that were part of the reorganization, were all controlled by Eric Nelson, CEO and
President.

            You may contact Peter McPhun at 202-551-3581 or Isaac Esquivel at 202-551-3395 if

 FirstName LastNameErik S. Nelson
 Comapany NameSandy Springs Holdings, Inc.
 January 11, 2021 Page 2
 FirstName LastName
Erik S. Nelson
Sandy Springs Holdings, Inc.
January 11, 2021
Page 2
you have questions regarding comments on the financial statements and related matters.  Please
contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael Littman, Esq.

CORRESP
1
filename1.htm

Sandy
Springs Holdings, Inc.

www.sandyspringsholdings.com

December
17, 2020

United
State Securities and Exchange Commission

Division
of Corporation Finance

100 F.
Street, N.E.

Washington,
DC 20549

Attn:
	Peter McPhun, Isaac Esquivel, Ruairi Regan, and David Link

Re.:

Sandy
Springs Holdings, Inc.

Registration
Statement on Form 10-12G Filed October 27, 2020

File
No. 000-56220

Via:
Edgar

Dear SEC
Division of Corporate Finance:

We
are filing this letter and exhibit in response to your recent review letter addressed to Erik Nelson, Chief Executive Officer
of Sandy Springs Holdings, Inc. (the “Company”), dated November 23, 2020 (the “SEC Letter”). This response
letter addresses the concerns you have expressed.

Form
10-12G filed October 27, 2020

Audited
Financial Statements for the Year Ended August 31, 2020 and the Period Ended July 15, 2020, page F-1

 1. We
                                         note that you provide audited financial statements as of August 31, 2020 and July 15,
                                         2020 and for the period from July 16, 2020 (inception) through August 31, 2020.
                                         We further note from your disclosure in Note 1 to your consolidated financial statements
                                         that Sandy Springs Holdings, Inc. was formed as part of a reorganization that occurred
                                         as a result of a merger with RESS Merger Corporation and RESS of Delaware, which are
                                         all related companies controlled by Erik Nelson, CEO and President. Please explain to
                                         us in detail how you accounted for the reorganization
                                         and tell us how you considered the guidance in ASC 250-10 and ASC 805-50 as it relates
                                         to your financial statement presentation.

We
have reviewed the guidance of ASC 250-10-45-21 and ASC 805-50 and do not believe that there has been any change in reporting entity,
or business combination. It is our position that Sandy Springs Holdings, Inc. (“SSHI”) is a validly formed
new corporation with no predecessors. Our accounting reflects the formation of SSHI on July 15, 2020, with a short period year
ending August 31, 2020.

2030
Powers Ferry RD SE Suite # 212 Atlanta GA 30339 (404)-816-8240 Fax (404)-816-8830

    1

Sandy
Springs Holdings, Inc.

www.sandyspringsholdings.com

Per
the Ernest and Young Financial reporting developments guide “Accounting changes and error corrections” dated
May 2020:

Common
examples of an accounting change that is a change in reporting entity are mainly limited to the following:

 1. Presenting
                                         consolidated or combined financial statements in place of financial statements of individual
                                         entities

 2. Changing
                                         specific subsidiaries that make up the group of entities for which consolidated financial
                                         statements are presented

 3. Changing
                                         the entities included in combined financial statements

None
of these elements are present in the SSHI formation. Therefore no retrospective application to the financial statements of all
prior periods to show financial information for new reporting entity, is required

Very
truly yours,

/s/
Erik Nelson

Erik
Nelson,

President

2030
Powers Ferry RD SE Suite # 212 Atlanta GA 30339 (404)-816-8240 Fax (404)-816-8830

    2

United States securities and exchange commission logo
November 23, 2020
Erik S. Nelson
Chief Executive Officer
Sandy Springs Holdings, Inc.
2030 POWERS FERRY ROAD SE, SUITE #212
ATLANTA, GA 30339
Re:Sandy Springs Holdings, Inc.
Registration Statement on Form 10-12G
Filed October 27, 2020
File No. 000-56220
Dear Mr. Nelson:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-12G filed October 27, 2020
Audited Financial Statements for the Year Ended August 31, 2020 and the Period Ended July 15,
2020, page F-1
1.We note that you provide audited financial statements as of August 31, 2020 and July 15,
2020 and for the period from July 16, 2020 (inception) through August 31, 2020.  We
further note from your disclosure in Note 1 to your consolidated financial statements that
Sandy Springs Holdings, Inc. was formed as part of a reorganization that occurred as a
result of a merger with RESS Merger Corporation and RESS of Delaware, which are all
related companies controlled by Erik Nelson, CEO and President.  Please explain to us in
detail how you accounted for the reorganization and tell us how you considered the
guidance in ASC 250-10 and ASC 805-50 as it relates to your financial statement
presentation.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of

 FirstName LastNameErik S. Nelson
 Comapany NameSandy Springs Holdings, Inc.
 November 23, 2020 Page 2
 FirstName LastName
Erik S. Nelson
Sandy Springs Holdings, Inc.
November 23, 2020
Page 2
action by the staff.
            You may contact Peter McPhun at 202-551-3581 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael Littman, Esq.