Bitmine Immersion Technologies Files 2024 10-K

TL;DR

Bitmine Immersion Tech filed its 2024 10-K. Crypto asset services, mining equipment sales, and hosting are key biz segments.

AI Summary

Bitmine Immersion Technologies, Inc. filed its 10-K for the fiscal year ending August 31, 2024. The company, formerly known as Sandy Springs Holdings, Inc., is involved in finance services, specifically crypto assets. Their business operations include the sale of mining equipment, self-mining, and hosting services. The filing details financial data for the fiscal years 2023 and 2024.

Why It Matters

This filing provides investors with a comprehensive overview of Bitmine Immersion Technologies' financial performance and business activities for the fiscal year 2024, including key operational segments like crypto asset services.

Risk Assessment

Risk Level: medium — The company operates in the volatile cryptocurrency and finance services sector, which inherently carries significant risks.

Key Numbers

• 2024-08-31 — Fiscal Year End (Reporting period for the 10-K)
• 2023-08-31 — Previous Fiscal Year End (Comparative period in the filing)
• 6199 — SIC Code (Finance Services industry classification)

Key Players & Entities

• BITMINE IMMERSION TECHNOLOGIES, INC. (company) — Filer
• Sandy Springs Holdings, Inc. (company) — Former company name
• 08312024 (date) — Fiscal year end
• 08312023 (date) — Previous fiscal year end
• 10845 GRIFFITH PEAK DR. #2 (location) — Business and mailing address
• LAS VEGAS, NV (location) — City, State of business address

FAQ

Key Financial Figures

• $0.0001 — (g) of the Act: Common Stock, par value $0.0001 per share Indicate by check mark if th
• $0.685 — iliates of the registrant, based on the $0.685 closing price of the registrant's commo
• $10 — for an aggregate price of Ten Dollars ($10), and (ii) was issued Ten Million (10,0
• $1,000 — ion, the Company agreed to pay a fee of $1,000 to Sterling to cover the expenses assoc
• $0.015 — e Company's offering of common stock at $0.015 per share, and the grant of 4,750,000 s
• $7.40 — ected monthly kilovolt-ampere demand at $7.40. The term of the agreement expires on O
• $0.05 — ice for electricity consumption exceeds $0.05 per kwh. In October 2022, we completed
• $0.09 — ed that the rate would be approximately $0.09 per kwh, which TSTT disputed. The dispu
• $0.06 — miners, for which we pay a flat rate of $0.06 per kwh each month. We ultimately inten
• $987,429 — x transformers and cash with a value of $987,429 as a capital contribution to ROC Digita
• $4,400 — ng of a total of 1,000 Class B Units at $4,400 per unit. An affiliate of ROC Manager a
• $1,200,000 — C Digital four immersion containers for $1,200,000, which is payable pursuant to a promiss
• $31,203.64 — payable pursuant to monthly payments of $31,203.64 per month commencing on December 30, 20
• $655,277 — he note receivable from ROC Digital was $655,277. Any distributions of assets by ROC Di
• $50,000 — ts members, such as incurring more than $50,000 of indebtedness, approval of operating

Filing Documents

• bitmine_i10k-083124.htm (10-K) — 1187KB
• bitmine_ex1013.htm (EX-10.13) — 121KB
• bitmine_ex1014.htm (EX-10.14) — 13KB
• bitmine_ex2100.htm (EX-21) — 2KB
• bitmine_ex3101.htm (EX-31.1) — 9KB
• bitmine_ex3102.htm (EX-31.2) — 9KB
• bitmine_ex3201.htm (EX-32.1) — 4KB
• bitmine_ex3202.htm (EX-32.2) — 4KB
• image_001.jpg (GRAPHIC) — 15KB
• 0001683168-24-008555.txt ( ) — 4750KB
• bmnr-20240831.xsd (EX-101.SCH) — 38KB
• bmnr-20240831_cal.xml (EX-101.CAL) — 42KB
• bmnr-20240831_def.xml (EX-101.DEF) — 147KB
• bmnr-20240831_lab.xml (EX-101.LAB) — 281KB
• bmnr-20240831_pre.xml (EX-101.PRE) — 240KB
• bitmine_i10k-083124_htm.xml (XML) — 455KB

Risk Factors

Item 1A. Risk Factors 15

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 4 7

Cybersecurity

Item 1C. Cybersecurity 47

Properties

Item 2. Properties 48

Legal Proceedings

Item 3. Legal Proceedings 48

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 48 PART II

Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 49

Selected Financial Data

Item 6. Selected Financial Data 50

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

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 50

Quantitative and Qualitative Disclosures about Market Risk

Item 7A. Quantitative and Qualitative Disclosures about Market Risk 66

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 66

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 66

Controls and Procedures

Item 9A. Controls and Procedures 67

Other Information

Item 9B. Other Information 68

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 68 PART III

Directors, Executive Officers and Corporate Governance Directors and Executive Officers

Item 10. Directors, Executive Officers and Corporate Governance Directors and Executive Officers 69

Executive Compensation

Item 11. Executive Compensation 74

Security Ownership of Certain Beneficial Owners and Management and Related

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter 78

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 81

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 82 PART IV

Exhibits, Financial Statement Schedules

Item 15. Exhibits, Financial Statement Schedules 83

10-K Summary

Item 16. 10-K Summary 83 INDEX TO EXHIBITS 84 i Unless the context otherwise requires, when we use the words the "Company," "Bitmine," "we," "us," "our" or "our Company" in this Form 10-K, we are referring to Bitmine Immersion Technologies, Inc., a Delaware corporation, and its subsidiaries. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains certain Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements (such as when we describe what "will," "may," or "should" occur, what we "plan," "intend," "estimate," "believe," "expect" or "anticipate" will occur, and other similar statements) include, but are not limited to, statements regarding future operating results, potential risks pertaining to these future operating results, future plans or prospects, anticipated benefits of proposed (or future) acquisitions, dispositions and new facilities, growth, the capabilities and capacities of business operations, any financial or other guidance, expected capital expenditures and all statements that are not based on historical fact, but rather reflect our current expectations concerning future results and events. We make certain assumptions when making forward-looking statements, any of which could prove inaccurate, including assumptions about our future operating results and business plans. However, the inclusion of forward-looking statements should not be regarded as a representation by the Company or any other person that future events, plans or expectations contemplated by the Company will be achieved. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the section named "Risk Factors" as well as those disclosed i

Business

Item 1. Business Company Background A predecessor to the Company was incorporated in the state of Nevada on August 16, 1995 as Interactive Lighting Showrooms, Inc. On June 30, 2004, the predecessor changed its name to Am/Tex Oil and Gas, Inc. On January 24, 2008, the predecessor changed its name to Critical Point Resources, Inc. On February 2, 2012, the predecessor changed its name to Renewable Energy Solution Systems, Inc. On May 18, 2012, the predecessor changed its name to RES Systems, Inc. On May 23, 2013, the predecessor changed its name back to Renewable Energy Solution Systems, Inc. On April 6, 2020, the predecessor redomiciled in the State of Delaware by merging with a Delaware subsidiary named RESS Merger Corp., which was the successor in the merger. Thereafter, effective July 15, 2020, the predecessor and the Company effected a holding company reorganization pursuant to Section 251(g) of the Delaware General Corporation Law (the "DGCL") under which RESS Merger Corp. merged with RESS of Delaware, Inc., a Delaware subsidiary of RESS Merger Corp., and all shareholders of RESS Merger Corp. received one share of common stock of the Company, another Delaware subsidiary of RESS Merger Corp., for each share that they previously held in RESS Merger Corp., and RESS of Delaware, Inc. (the successor in the merger with RESS Merger Corp.) becoming a subsidiary of the Company. Effective July 17, 2020, the Company divested RESS of Delaware, Inc. to Sterling Acquisitions I, Inc. ("Sterling"), which is owned by the chief executive officer of the Company, pursuant to an agreement under Sterling (i) purchased Ten Million (10,000,000) common shares of the Company for an aggregate price of Ten Dollars ($10), and (ii) was issued Ten Million (10,000,000) Class A Warrants at an aggregate price of Ten Dollars ($10), and (iii). Ten Million (10,000,000) Class B Warrants at an aggregate price of Ten Dollars ($10). In addition, the Company agreed to pay a fee of $1,000 to Sterlin

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View this 10-K filing on SEC EDGAR