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Bitmine Immersion Technologies, Inc. and its subsidiaries ("Bitmine" or the "Company") is a blockchain technology infrastructure company operating across institutional digital asset staking and validation services, bitcoin mining, and strategic digital asset management. The Company's primary operations focus on providing institutional-grade staking and validation infrastructure — through which it earns staking rewards and validation income — alongside bitcoin mining activities. Bitmine also holds digital assets strategically, generating yield on those holdings to support liquidity and capital formation. During 2025, the Company expanded its blockchain infrastructure capabilities, including the development and deployment of its institutional staking and validation platform. The Company's activities further include investments in early-stage blockchain opportunities ("moonshot" investments) and ancillary mining, hosting, and consulting services.

On March 24, 2026, the Company acquired all of the issued and outstanding shares of Pier Two Holdings Pty Ltd (“Pier Two”), an Australian blockchain infrastructure company, through MAVAN Holdings LLC (formerly Standard Validator LLC) ("MAVAN Holdings"), a consolidated subsidiary of the Company. Pier Two provides non-custodial staking infrastructure, validator operations, staking-as-a-service, and related technology services for Ethereum and other supported digital asset networks. The acquisition expands the Company’s operations into institutional staking infrastructure and validator services. See Note 3 – Acquisition for additional information.

In connection with the Company’s staking infrastructure strategy, the Company launched MAVAN, or Made in America Validator Network, its proprietary institutional-grade Ethereum staking platform. MAVAN is designed to provide staking infrastructure to institutional investors, custodians, and ecosystem participants, with a focus on security, performance, and resilience. Following the acquisition, Pier Two joined the MAVAN platform and began operating under the MAVAN brand. The Company expects the acquisition and the MAVAN platform to support its Ethereum treasury strategy and expand its ability to provide validator and staking infrastructure services.

Basis of Presentation

 

These interim unaudited condensed consolidated financial statements (the “Interim Statements”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) and do not include all of the information and footnotes required by U.S. GAAP for complete financial statements as certain information has been condensed or omitted. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, these Interim Statements include all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. These Interim Statements should be read in conjunction with the audited consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K for the period ended August 31, 2025, as filed with the SEC (“2025 Annual Report”).

For purposes of clarity and ease of presentation, all dollar amounts in these financial statements have been rounded and are presented in thousands, except for share, per share data, and places noted otherwise. The totals presented may differ by a small amount due to rounding. These differences are considered immaterial and do not affect the overall financial position or results of operations.

 

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Principles of Consolidation

 

The Interim Statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany account balances and transactions have been eliminated in the Interim Statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

The most significant estimates relate to the determination of fair value of derivative instruments linked to digital assets, fair value of the equity method investment, valuation of goodwill and intangible assets acquired in business combinations, calculation of stock-based compensation, recoverability of long-lived assets, income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

 

Change in Reporting Cutoff Convention

Effective December 1, 2025, the first day of the Company's second quarter of fiscal year 2026, the Company changed its financial reporting cutoff convention from 12:00 a.m. Eastern Time ("ET") to 12:00 a.m. Coordinated Universal Time ("UTC"). The change was made in connection with the implementation of the Company's treasury sub-ledger and to better align the cutoff convention with industry practices. The Company applies the UTC reporting cutoff convention on an entity-wide basis; however, the substantive accounting impact is primarily limited to items measured using continuously traded market inputs, principally the Company's digital assets. The change has been applied prospectively and, accordingly, prior-period amounts have not been adjusted.

The Company determined that the change represents a change in financial reporting cutoff convention and that prospective application is appropriate. Accordingly, prior-period amounts have not been adjusted.

Had the Company continued to apply the ET reporting cutoff convention, the carrying value of the Company's digital assets as of February 28, 2026 would have been $225 million higher. As a result, the unrealized loss recognized on digital assets for the three and six months ended February 28, 2026 would have been $225 million lower, and basic and diluted loss per share would have been $0.50 and $0.58 lower, respectively. The accounting impact of the change on other balance sheet and income statement line items was not significant.

Reverse Stock Split

 

On May 15, 2025, the Company effected a 1-for-20 reverse stock split of its common stock (the “Reverse Stock Split”). No fractional shares were issued and shareholders received cash in lieu of fractional shares. All share and per-share amounts for all periods presented have been retrospectively adjusted to reflect the reverse stock split.

 

Reclassifications

 

During the current quarter, the Company revised the presentation of certain financial statement captions to provide a more streamlined and consolidated presentation. Prior-period amounts have been reclassified to conform to the current-period presentation, including the aggregation of certain captions within the condensed consolidated financial statements. These reclassifications had no effect on previously reported total assets, liabilities, stockholders' equity, net loss, or cash flows.

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Revision of Previously Reported Share Information

 

The number of common shares outstanding as of August 31, 2025 and November 30, 2025 has been revised from 234,712,324 shares to 232,412,324 shares and 408,578,823 shares to 405,398,823 shares, respectively. The revision was required because the Company previously included shares based on trade date instead of settlement date. This revision is not a correction of a material error requiring prior-period restatement. The revision has no effect on the basic or diluted earnings per share for the periods impacted, and does not affect consolidated results of operations, shareholders’ equity, or cash flows.

 Revenue Recognition

 

Revenue from staking and validation service

 

Prior to the acquisition of Pier Two and the launch of MAVAN, the Company generated staking revenue by operating validator nodes for its own account and staking its own ether (“ETH”) on the Ethereum blockchain. In its role as a validator, the Company was the principal in these arrangements and earned the full amount of staking rewards generated by the blockchain protocol in connection with its validation activities. These activities were performed using third-party infrastructure providers acting at the Company’s direction and instruction.

Following the acquisition of Pier Two and the launch of MAVAN, the Company expanded its operating model while maintaining its role as the principal node operator. Through this acquisition, the Company broadened its blockchain node operations beyond Ethereum.

The Company recognizes revenue from blockchain validation services in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), by applying the five-step model, including identifying the contract, identifying the performance obligation, determining the transaction price, allocating the transaction price to the performance obligation, and determining when to recognize revenue.

The Company earns staking rewards in the form of digital assets for performing validation services on blockchain networks. A contract with enforceable rights and obligations is deemed to exist when the Company commences validation activities on a blockchain network, which is considered the customer by analogy. The contract term corresponds to the duration of each staking epoch, which varies by blockchain protocol. The Company satisfies its single performance obligation as it successfully validates blocks or transactions, and accordingly staking rewards are recognized as revenue at a point in time as each validation event occurs.

The digital assets earned represent non-cash consideration and are measured at contract inception. As the principal node operator, the Company recognizes the full amount of staking rewards generated by the blockchain protocol as revenue, with any amounts distributed, delegators or other network participants recognized as cost of sales.

Contract Liabilities

 

The Company’s contract liabilities represent advance payments from customers relating to consulting and leasing activities. As of May 31, 2026 and August 31, 2025, the Company’s contract liability balance amounted to $0 and $1,067, respectively. The entire balance as of August 31, 2025 was recognized as revenue during the nine-month period ended May 31, 2026. The changes to contract liabilities at May 31, 2026 are as follows:

						Nine Months Ended May 31, 2026
Beginning contract balances						$	1,067
Revenue recognized from contract liabilities						(2,102)
Advance consideration received during the period						1,035
Ending contract liabilities						$	—

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Business Combinations

The Company applies the provisions of ASC 805, Business Combinations, in accounting for its acquisitions. The assets acquired and liabilities assumed are recognized at their acquisition date fair values, and goodwill is measured as the excess of consideration transferred over the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which shall not exceed one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Company’s consolidated statements of operations and comprehensive loss.

The Company uses all available information to estimate fair values, including quoted market prices, the carrying value of acquired assets and assumed liabilities and valuation techniques such as discounted cash flows. The judgments made in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as the useful lives of the assets acquired, can materially impact the Company’s financial condition or results of operations. Other estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed.

Leases

A lease is a contract, or part of a contract, that conveys the right to both (i) obtain economic benefits from and (ii) direct the use of an identified asset for a period of time in exchange for consideration. The Company evaluates its contracts to determine if they contain a lease and classifies any lease components identified as an operating or finance lease. For each lease component, the Company recognizes a right-of-use (“ROU”) asset and a lease liability. ROU assets and lease liabilities are presented separately for operating and finance leases; however, the Company currently has no finance leases. The Company’s operating leases are primarily related to office space in the United States.

In a contract that contains a lease, a component is an item or activity that transfers a good or service to the lessee. Such contracts may be comprised of lease components, non-lease components, and elements that are not components. Each lease component represents a lessee’s right to use an underlying asset in the contract if the lessee can benefit from the right of use of the asset either on its own or together with other readily available resources and if the right of use is neither highly dependent nor highly interrelated with other rights of use. Non-lease components include items such as common area maintenance and utilities provided by the lessor. The Company has elected the practical expedient to not separate lease components from non-lease components for office space. For each lease within this asset class, the non-lease components and related lease components are accounted for as a single lease component.

Operating lease liabilities are initially and subsequently measured at the present value of unpaid lease payments, discounted at the discount rate of the lease. Operating lease ROU assets are initially measured as the sum of the initial lease liability, any initial direct costs incurred, and any prepaid lease payments, less any lease incentives received. The ROU asset is amortized over the term of the lease. The amortization of operating lease ROU assets is included in “Non-cash lease expense” within the operating activities section of the condensed consolidated statements of cash flows. A single lease expense is recorded within operating expenses in the condensed consolidated statements of operations and comprehensive loss on a straight-line basis over the lease term. Variable lease payments that are not included in the measurement of the lease liability are recognized in the period when the obligations for those payments are incurred.

The discount rate used to determine the commencement date present value of lease payments is the interest rate implicit in the lease, or when that is not readily determinable, the Company utilizes its incremental borrowing rate, which is based on an estimate of the Company’s secured borrowing rate. ROU assets include any lease payments required to be made prior to commencement and exclude lease incentives. Both ROU assets and lease liabilities

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exclude variable payments not based on an index or rate, which are treated as period costs. The Company’s lease agreements do not contain significant residual value guarantees, restrictions or covenants.

The Company does not recognize lease liabilities or ROU assets for any short-term leases with a non-cancellable lease term of 12 months or less. Instead, the lease payments for these short-term leases are expensed on a straight-line basis over the lease term, and any variable payments are recognized in the period when the obligations for those payments are incurred. The Company believes that, using this methodology, the expense recorded reasonably reflects the Company’s short-term lease commitments.

Derivatives – Option Contracts

During the quarter ended February 28, 2026, the Company began entering into ETH-denominated option contracts, primarily through the sale of put options, as part of its digital asset treasury strategy. These contracts meet the definition of derivative instruments under ASC 815, Derivatives and Hedging. The Company does not designate any derivative instruments as hedging instruments for accounting purposes.

The Company accounts for its ETH-referenced option contracts as derivative instruments and recognizes them on the condensed consolidated balance sheets as assets or liabilities at fair value, with subsequent changes in fair value recognized in earnings. Premiums paid or received at contract inception are included in the initial fair value of the derivative instrument. If an option contract is exercised, the related derivative asset or liability is derecognized upon settlement. If an option contract expires unexercised, the related derivative asset or liability is derecognized upon expiration. Gains and losses related to ETH option contracts, including fair value remeasurement and settlements, are recorded within other income (expense) in the condensed consolidated statements of operations and comprehensive loss.

The fair value of ETH option contracts is determined using observable market inputs where available, including quoted prices for similar instruments, ETH spot prices, implied volatility, time to expiration, and counterparty credit considerations. These inputs are classified within Level 2 of the fair value hierarchy.

The Company may be required to post cash collateral with counterparties in connection with its ETH option contracts. Cash collateral posted is accounted for separately from the related derivative instrument and is not offset against derivative assets or liabilities, regardless of the existence of a master netting arrangement. Cash collateral posted is presented separately on the condensed consolidated balance sheets and classified based on its expected release date. Cash flows associated with derivative instruments, including settlements and option premiums paid or received, are classified as investing activities in the condensed consolidated statements of cash flows. Cash collateral paid is classified as an investing activity, and cash collateral received is classified as a financing activity.

As of May 31, 2026, the Company's outstanding ETH option contracts were not designated as hedging instruments. The fair value of the Company's derivative instruments were as following:

Derivative instrument

Balance sheet location

May 31, 2026

ETH option contracts

Other current liabilities

$

1,804

Equity Security Investment

The Company accounts for its equity security investment for which it does not have significant influence under ASC 321. For investments that do not have a readily determinable fair value, the Company has elected the measurement alternative to account for the investment. Such investments are recorded at cost and subsequently measured at cost, less impairment, and adjusted for changes in the fair value of the investment for any observable transactions in orderly markets for identical or similar investments; adjustments are recognized in earnings in the period of the change. The Company evaluates these investments for impairment when indicators exist and records an impairment

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loss if the carrying amount is not recoverable. Dividends are recognized in earnings when the Company’s right to receive payment is established, and gains or losses on disposals are recognized in earnings when realized.

For equity investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, but does not control the investee, the investment qualifies for the equity method of accounting under ASC 323, Investments—Equity Method and Joint Ventures. The ability to exercise significant influence is presumed to exist when the Company holds 20% or more of the investee’s voting common stock, and is also evaluated based on qualitative indicators, including representation on the investee’s board of directors, participation in policy-making processes, material intra-entity transactions, interchange of managerial personnel, and the extent of the Company’s ownership relative to the concentration of other shareholdings. Under the equity method, the investment is initially recorded at cost and subsequently adjusted for the Company’s share of the investee’s net earnings or losses, which are recognized in earnings, and reduced by distributions received. The carrying value of the investment is also adjusted for the Company’s share of changes in the investee’s other comprehensive income or loss. The Company evaluates equity method investments for impairment whenever indicators of impairment are present.

For an investment that qualifies for the equity method, the Company has elected the fair value option under ASC 825-10, Financial Instruments. The fair value option is elected on an instrument-by-instrument basis. The fair value option may be elected on the date the investment first becomes subject to the equity method of accounting and, once elected, is irrevocable. When the fair value option is elected, the Company measures its entire equity interest in the investee — including any additional interests subsequently acquired — at fair value in accordance with ASC 820, Fair Value Measurement, rather than under the equity method. The investment is remeasured to fair value at each reporting date, with changes in fair value (unrealized gains and losses) recognized in earnings in the period of change. Upfront costs and fees related to an item for which the fair value option is elected are recognized in earnings as incurred. Dividends are recognized in earnings when the Company’s right to receive payment is established, and realized gains and losses on disposal are recognized in earnings when realized.

Intangible Assets, net

Intangible assets are initially recorded at their estimated fair values as of the acquisition date and are amortized on a straight-line basis over their estimated useful lives. The Company reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in a business combination. Goodwill is not amortized but is tested for impairment at least annually and more frequently if events or changes in circumstances indicate that impairment may exist. The Company may perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If necessary, the Company performs a quantitative impairment test and recognizes an impairment loss for the amount by which the carrying amount of the reporting unit exceeds its fair value, limited to the amount of goodwill allocated to the reporting unit.

Recent Accounting Pronouncements

 

The Company has not adopted any new accounting pronouncements since the audited consolidated financial statements for the year ended August 31, 2025. See the 2025 Annual Report for information pertaining to the effects of recently adopted and other recent accounting pronouncements.

 

New Accounting Standards and Accounting Standards Not Yet Adopted

 

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial

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statements in accordance with U.S. generally accepted accounting principles. Per the FASB, the amendment is not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improves navigability of the existing interim reporting requirements. The update will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. We are assessing the effect of this update on our Interim Statements and related disclosures.

 

In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). ASU No. 2025-01 amends the effective date of ASU No. 2024-03 to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31, referred to as non-calendar year end entities. All public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The amendments should be applied prospectively with retrospective applications also permitted. Additionally, in December 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The update improves financial reporting by requiring that public business entities disclose additional information about certain costs and expenses categories: (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization in the notes to financial statements at interim and annual reporting periods. This update is effective for fiscal years beginning after December 15, 2026, and early adoption is permitted. The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures, however, the Company does not expect the adoption of this guidance to have a material impact on its consolidated financial position, results of operations, or cash flows.

On March 24, 2026 (the “Acquisition Date”), the Company acquired 100% of the issued and outstanding equity interests of Pier Two pursuant to a Share Purchase Agreement. Immediately prior to closing, all outstanding options to purchase Pier Two ordinary shares were accelerated and exercised.

The estimated total consideration transferred was $27.8 million and consisted of (i) cash consideration of $6.0 million, subject to post-closing adjustment, (ii) 501,545 shares of the Company's common stock with an Acquisition Date fair value of $10.5 million, subject to a six-month lock-up with monthly releases thereafter, (iii) deferred consideration with an estimated fair value of $9.5 million, payable in twelve equal quarterly installments over 36 months, with 75% payable in cash and 25% payable in shares of the Company’s common stock, and (iv) contingent earnout consideration with an estimated fair value of $1.8 million, payable in shares of the Company’s common stock upon achievement of specified annual recurring revenue targets during the twelve months following the Acquisition Date. The fair value of the common stock consideration was determined based on the quoted market price of the Company's common stock on the Acquisition Sate. The undiscounted amount payable under the contingent earnout arrangement ranges from $0 to $11.8 million.

The acquisition is accounted for as a business combination in accordance with ASC 805, Business Combinations. The Company has preliminarily allocated the consideration transferred to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the Acquisition Date, with excess recorded as goodwill. Goodwill of $14.7 million primarily represents expected synergies from integrating Pier Two's staking platform and validator operations with the Company's digital asset treasury and staking operations, including operational efficiencies, expanded staking capabilities, future growth opportunities, and the value of the assembled workforce that does not qualify for separate recognition as an identifiable intangible asset. None of the goodwill recognized in connection with the acquisition is expected to be deductible for income tax purposes.

As of May 31, 2026, the purchase price allocation remains preliminary as the Company continues to evaluate the fair value of identifiable intangible assets, certain assets acquired and liabilities assumed, and contingent consideration. During the measurement period, provisional amounts may be adjusted to reflect new information about facts and circumstances that existed as of the Acquisition Date, with a corresponding adjustment to goodwill. The preliminary

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purchase price allocation, including identifiable intangible assets consisting primarily of developed technology, customer relationships, and other intangible assets, is presented below.

Fair value of assets acquired and liabilities assumed:
Cash and cash equivalents						$	166
Other current assets						560
Investments						3,039
Digital assets						1,981
Other assets						339
Intangibles - Technology						4,675
Intangibles - Customer relationships						6,225
Intangibles - Trade name						300
Goodwill						14,720
Other current liabilities						(701)
Deferred liability						(535)
Specified investments liability						(2,954)
Total net assets acquired						$	27,815

The Company incurred acquisition‑related costs of $381 and $438 for the three and nine months ended May 31, 2026, respectively, consisting primarily of legal, advisory, and due diligence fees. These costs are included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. The acquisition also resulted in the recognition of a noncontrolling interest of $556 as of the Acquisition Date.

Since the Acquisition Date, Pier Two contributed revenue of $3,557 and net loss of $1,169, which are included in the Company's condensed consolidated statements of operations and comprehensive loss for the three and nine months ended May 31, 2026.

The following unaudited pro forma information presents the combined results of operations as if the acquisition had occurred at the beginning of comparable prior annual period, after giving effect to certain adjustments. The pro forma results are not necessarily indicative of what would have occurred had the acquisition been completed on that date, nor are they indicative of future results.

						Three Months Ended May 31, 2026						Three Months Ended May 31, 2025
Revenue						$	49,436					$	4,975
Net loss						$	(82,213)					$	(480)

						Nine Months Ended May 31, 2026						Nine Months Ended May 31, 2025
Revenue						$	75,644					$	13,538
Net loss						$	(9,101,574)					$	(2,324)

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The following table sets forth the units held, cost basis, and fair value of bitcoin (“BTC”), ETH, and other digital assets held, as shown on the balance sheet as of May 31, 2026:

 

						Units						Cost Basis						Fair Value
Bitcoin						203						$	22,223					$	14,948
Ether						5,416,945						19,052,159						10,855,537
Other digital assets						282,901						—						1,449
TOTAL						5,700,049						$	19,074,382					$	10,871,934

 

The following table presents a reconciliation of digital assets held as of May 31, 2026:

 

						Bitcoin												Ethereum												Other digital assets
						Balance						Quantity						Balance						Quantity						Balance						Quantity						Total
Fair value, beginning balance - August 31, 2025						$	20,920					192						$	8,260,610					1,874,927						$	—					—						$	8,281,530
Revenue received from mining and staking						845						11						53,387						23,582						—						—						54,232
Purchases						350						3						11,573,152						3,518,278						1,471						481,739						11,574,973
Additions from acquisition						—						—						514						242						818						5,265,611						1,332
Sales						—						—						(241)						(84)						(840)						(5,464,449)						(1,081)
Cryptocurrency used to pay expenses						(319)						(3)						(195)						—						—						—						(514)
Change in the fair market value						(6,848)						—						(9,031,690)						—						—						—						(9,038,538)
Fair value, ending balance - May 31, 2026						$	14,948					203						$	10,855,537					5,416,945						$	1,449					282,901						$	10,871,934

 

 

As of May 31, 2026 and August 31, 2025, accrued liabilities are composed of the following:

 

						May 31, 2026						August 31, 2025
Accrued professional services fees						$	1,646					$	1,492
Accrued digital asset management fees						6,709						3,420
Accrued equity management fees						250						1,382
Accrued officer compensation						379						1,734
Accrued software						277						—
Accrued other						969						866
Total						$	10,230					$	8,894

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Investment in Beast Industries

During the second financial quarter of 2026, the Company completed a strategic minority investment in Beast Industries Co. (“Beast Industries”), a privately held Delaware corporation. On January 15, 2026, the Company acquired 3,974,167 shares of Series C preferred stock of Beast Industries at a purchase price of $40.26 per share, for total cash consideration of $160,000, pursuant to a Series C Preferred Stock Purchase Agreement. In addition, on the same date, the Company acquired 709,672 shares of common stock in a secondary transaction from an existing shareholder for cash consideration of $20,000. The common shares acquired were originally issued as Class B common stock and automatically converted into Class A common stock upon transfer to the Company in accordance with Beast Industries’ certificate of incorporation. Collectively, these transactions resulted in total cash consideration of $180,000. As part of the investment, the Company also capitalized $6,024 of transaction costs directly related to the transaction. In connection with the Series C investment, the Company also entered into a side letter agreement pursuant to which Beast Industries has the right, exercisable for a limited period, to notify the Company of its election to sell up to $20,000 of additional preferred equity to the Company at the Series D preferred stock price, with the same rights, preferences, and priorities as the Series C preferred stock. Upon receipt of such notice, the Company has a 30-day period to elect to purchase the additional preferred equity. As of May 31, 2026, Beast Industries has not exercised its notification right, and the Company has not purchased any additional preferred equity under the agreement.

At the time of the transaction, the Company owned 4% of the equity interest in Beast Industries, which is not a majority equity interest or otherwise control of Beast Industries. Further, the Company does not have the ability to exercise significant influence over Beast Industries’ operating or financial policies. The Series C preferred stock and Class A common stock represent equity securities within the scope of ASC 321, Investments - Equity Securities. Because the securities are not publicly traded and do not have a readily determinable fair value, the Company has elected the measurement alternative under ASC 321.

As of May 31, 2026, the investment in Beast was $186,024 and recorded as an asset within “equity investment measured at cost” in the condensed consolidated balance sheet. There was no impairment recorded for the nine months ended May 31, 2026.

Investment in Eightco

 

On September 8, 2025, the Company entered into a Securities Purchase Agreement as part of a private investment in public equity transaction led by Eightco Holdings Inc. (“Eightco”). Pursuant to the agreement, Bitmine invested $20,000 in Eightco through the purchase of Eightco common stock at a purchase price of $1.46 per share. The transaction closed on September 9, 2025.

 

At the time of the transaction, the Company owned 7% of the equity interest in Eightco, which is not a majority equity interest or otherwise control of Eightco. The Company accounted for its ownership interest in Eightco as an equity security with a readily determinable fair value in accordance with ASC 321. Under this method, the investment is recorded at fair value with changes in fair value recognized in earnings.

On March 11, 2026, the Company entered into an Investment Commitment Letter pursuant to which it committed to purchase additional shares of Eightco common stock for an aggregate purchase price of not less than $75,000 through Eightco’s at-the-market equity program. On March 12, 2026, the Company acquired 86,956,513 additional shares of Eightco common stock in open-market transactions at a volume-weighted average price of $0.92 per share, for aggregate consideration of $80,000, which settled on March 13, 2026. In connection with the additional investment, Thomas Lee, the Company’s Executive Chairman, was appointed to Eightco’s Board of Directors effective March 10, 2026.

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Following the additional investment, the Company beneficially owns 100,655,143 shares of Eightco common stock, representing 31.94% of Eightco’s 315,141,681 shares of common stock outstanding as of March 16, 2026.

Because the Company’s ownership interest exceeds the 20% presumption threshold and the Company is represented on Eightco’s Board of Directors, the Company concluded that it has the ability to exercise significant influence over Eightco. Accordingly, the investment in Eightco qualifies for the equity method of accounting under ASC 323. As a result, Eightco is considered a related party of the Company. Other than the Company’s investment in Eightco and its recognition of equity method earnings or losses, the Company had no related-party transactions with Eightco during the period.

The Company elected the fair value option under ASC 825 to account for the investment in Eightco. As of May 31, 2026, the closing trading price of Eightco common stock was $0.93 per share, and the fair value of the Company’s investment in Eightco was $93,207. For the three and nine months ended May 31, 2026, the Company recorded a change in the fair value of equity method investment of $(1,177) and $(6,793), respectively, on its investment in Eightco within other income (expense) in its condensed consolidated statements of operations and comprehensive loss.

The Company commenced leasing an office in Norwalk, Connecticut, effective as of February 18, 2026, which serves as its corporate headquarters. Office space represents the Company’s only material class of underlying assets under operating leases, and the Company has no finance leases. The Company recorded operating lease costs within "Cost of sales" for the three and nine months ended May 31, 2026 of $40 and $46, respectively. The Company’s operating right-of-use assets and lease liabilities are as follows:

						May 31, 2026						August 31, 2025
Operating lease right-of-use assets						$	1,323					$	—
Accumulated amortization on operating right-of-use assets						(29)						—
Operating lease right-of-use assets, net						$	1,294					$	—

						May 31, 2026						August 31, 2025
Operating lease liabilities, current portion						$	104					$	—
Operating lease liabilities, non-current portion						1,216						—
Total operating lease liabilities						$	1,320					$	—

The current portion of the Company’s operating lease liabilities are recorded within “Other current liabilities” on the condensed consolidated balance sheet. The weighted average lease term and discount rate as of May 31, 2026 and August 31, 2025 are as follows:

						May 31, 2026						August 31, 2025
Weighted-average remaining lease term:
Operating leases						9.92 years						0
Weighted-average discount rate:
Operating leases						4.35		%				—		%

The following table presents other lease details for the nine months ended May 31, 2026 and 2025:

						May 31, 2026						May 31, 2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows - payments on operating leases						$	19					$	—

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Right-of-use assets obtained in exchange for new lease obligations
Operating leases						$	1,323					$	—

The following table presents the maturities of the Company’s operating lease liabilities as of May 31, 2026:

Years Ended August 31,						May 31, 2026
2026						$	40
2027						159
2028						161
2029						163
2030						164
Thereafter						937
Total lease payments						1,624
Less: amounts representing interest						(304)
Total present value of lease liabilities						$	1,320

 

Common Stock

 

On January 15, 2026, the Company’s stockholders approved an amendment to increase the total number of shares of common stock the Company is authorized to issue from 500,000,000 shares to 50,000,000,000 shares.

 

On July 9, 2025, the Company entered into a Controlled Equity Offering Sales Agreement with each of Cantor Fitzgerald & Co. and ThinkEquity LLC, pursuant to which the Company, from time to time, at its option may offer and sell shares of its common stock (the “ATM Offering”). For further information regarding the ATM Offering, refer to “Note 9. Stockholders’ Equity” of the 2025 Annual Report. During the nine months ended May 31, 2026, the Company sold 340,748,312 shares of common stock pursuant to the ATM Offering and received cash proceeds of $11,869,401 net of the issuance cost of $469.

During the nine months ended May 31, 2026, the Company paid cash dividends totaling $4,258 ($0.01 per share) to holders of common stock. No dividends were paid in the three months ended May 31, 2026. These dividends were recorded as a reduction to accumulated deficit.

 

Liability Classified Warrants

 

On September 22, 2025, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which it issued (i) 5,217,715 shares of common stock at a price of $70 per share and (ii) warrants to purchase up to 10,435,430 shares of common stock at an exercise price of $87.50 per share. The warrants are immediately exercisable and expire on March 22, 2027. The exercise price and number of shares issuable upon exercise are subject to adjustment for certain corporate events, including stock dividends, splits, and fundamental transactions. The warrants contain standard anti-dilution provisions and may be adjusted in connection with certain fundamental transactions. In the event of a fundamental transaction, the holder may be entitled to receive cash, securities, or other property, consistent with the terms of the warrant agreement.

 

The warrants are classified as liabilities in accordance with ASC 815, as they contain provisions that could require net cash settlement in circumstances not solely within the Company’s control. Upon issuance, the warrant liability was measured at fair value using a Black-Scholes valuation model. The warrant liability is remeasured at fair value at each reporting date, with changes in fair value recognized in earnings.

 

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At May 31, 2026, the fair value of the warrant liability was $2,087. The fair value was determined using the Black-Scholes option pricing model, with the following key inputs:

Stock Price						$	0.02
Exercise Price						$	0.09
Expected Term (in years)						0.81
Risk-Free Interest Rate						3.75		%
Expected Volatility						80		%
Expected Dividend Yield						0		%

 

For the three and nine months ended May 31, 2026, the Company recognized a gain of $16,488 and $264,121, respectively related to changes in the fair value of the warrant liability. During the nine months ended May 31, 2026, no liability classified warrants were exercised and all remained outstanding as of May 31, 2026. There were no liability classified warrants held as of August 31, 2025.

 

Series A and B Convertible Preferred Stock

 

The Company is authorized to issue 500,000 shares of Series A Convertible Preferred Stock and 3,000 shares of Series B Convertible Preferred Stock. The Series A Convertible Preferred Stock carries a liquidation preference of $10 per share, plus any declared but unpaid dividends, while the Series B Convertible Preferred Stock carries a liquidation preference of $1,000 per share, plus any declared but unpaid dividends.

In the event of liquidation, the Series A Preferred Stock ranks senior to both the Series B Preferred Stock and common stock, while the Series B Preferred Stock ranks senior to the common stock. Both Series A and Series B Preferred Stock are convertible into common stock at the option of the holder.

All outstanding shares of Series A and Series B Convertible Preferred Stock were converted into common stock during the year ended August 31, 2025. No preferred shares were outstanding as of May 31, 2026.

 

Preferred Stock

On January 15, 2026, the Company’s stockholders approved an amendment to authorize the issuance of 20,000,000 shares of preferred stock. As of May 31, 2026, no shares of preferred stock have been issued.

Non-Controlling Interests

Non-controlling interests represent Ethereum Tower LLC's 2.0% ownership in MAVAN Holdings. The ownership interest was granted in connection with the Management Services Agreement entered into as part of the Pier Two acquisition. The non-controlling interest is presented as a separate component of stockholders' equity in the accompanying condensed consolidated balance sheets.

Net income attributable to the non-controlling interest is allocated based on the ownership percentage and is reflected separately in the condensed consolidated statements of operations and comprehensive loss.

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Restricted Stock Awards (“RSAs”)

 

All RSAs were vested as of August 31, 2025 and the Company did not issue any additional RSAs for the nine months ended May 31, 2026.

During the three and nine months ended May 31, 2025, the Company recognized compensation expenses of $65,234 and $276,912 for RSAs, respectively. The Company did not recognize any compensation expenses for RSAs for the three and nine months ended May 31, 2026.

 

Restricted Stock Units (“RSUs”)

 

The Company’s RSUs include awards with service, performance, and market conditions. Some of the RSUs were fully vested upon issuance while other service based RSUs have a vesting period of one year. Some of the RSUs issued to one executive have performance conditions linked to the percentage of ETH holdings or market conditions related to market cap or target stock price.

 

The following table summarizes the Company’s time-based RSU stock activities for the periods indicated:

						RSUs (Time-based)						Weighted Average Grant Date Fair Value
Unvested shares at August 31, 2025						—						$	—
Granted						1,867,614						28.03
Vested						(742,521)						28.12
Forfeited						(27,747)						43.62
Unvested shares at May 31, 2026						1,097,346						$	27.58

The following table summarizes the Company’s performance-based RSU stock activities for the periods indicated:

						RSUs (Performance-based)						Weighted Average Grant Date Fair Value
Unvested shares at August 31, 2025						—						$	—
Granted						4,500,000						25.39
Vested						—						—
Forfeited						—						—
Unvested shares at May 31, 2026						4,500,000						$	25.39

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Stock Options

Stock options have service conditions with a vesting period of one year.

The following table summarizes the Company’s Options activities for the periods indicated:

						Options						Weighted Average Exercise Price						Average Remaining Contract Term (in Years)						Aggregate Intrinsic Value
Outstanding - August 31, 2025						—						$	—					0						$	—
Granted						359,124						21.10						0						—
Vested						—						—						0						—
Forfeited						—						—						0						—
Outstanding - May 31, 2026						359,124						$	21.10					9.8						$	—

Share-based compensation expense is recorded in “General and administrative expenses” in the condensed consolidated statements of operations and comprehensive loss. During the three and nine months ended May 31, 2026, the Company recognized compensation expenses of $12,201 and $36,689, respectively, for RSUs. During both the three and nine months ended May 31, 2026, the Company recognized compensation expenses of $1,046 and $1,162, respectively, for Options. Additionally, the Company recognized compensation expenses of $506 for fully vested common shares issued to a director of the Board in Q1 2026.

For the three and nine months ended May 31, 2025, the Company recognized share-based compensation expenses of $648 and $1,319, respectively.

 

As of May 31, 2026, unrecognized compensation expenses for time-based RSUs is $25,185, which is expected to be amortized over an average of 1.58 years; unrecognized compensation expenses for performance-based RSUs is $103,776, which is expected to be amortized over an average of 4.05 years; unrecognized compensation expenses for stock options is $4,857, which is expected to be amortized over an average of 0.81 years.

Equity Classified Warrants

 

In June 2025, the Company issued three warrant offerings (Placement Agent Warrants, Strategic Advisor Warrants, and Representative Warrants). Each warrant offering was designated as equity classified share-based compensation in accordance with ASC 718.

 

During the nine months ended May 31, 2026, 0 representative warrants were exercised for a cashless exercise, and 54,263 strategic warrants were exercised at a price of $5.40 per share. As of May 31, 2026 and August 31, 2025, 2,872,929 and 3,107,114 of the warrants were outstanding, respectively. No share-based compensation expense was recorded for these warrants during the three and nine months ended May 31, 2026 and 2025.

The following table presents the changes in goodwill during the nine months ended May 31, 2026.

						Total
Net balance at September 1, 2025						$	—
Acquisition during the period						14,720
Foreign currency exchange rate effect						286
Net balance at May 31, 2026						$	15,006

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No impairment of goodwill was recorded during the nine months ended May 31, 2026 and 2025.

Intangible assets, net as of May 31, 2026 and August 31, 2025 consist of the following:

Asset						Estimated useful life (Years)						May 31, 2026						August 31, 2025
Technology						6						$	4,675					$	—
Relationships						10						6,225						—
Trade name						1						300						—
Foreign currency translation adjustment												229						—
Gross carrying amount of intangible assets												11,429						—
Accumulated amortization												(319)						—
Intangible assets, net												$	11,110					$	—

The estimated future amortization expense for each of the next five years for all identifiable intangible assets is as follows:

May 31, 2026
2026						$	438
2027						1,602
2028						1,430
2029						1,430
2030						1,430
Thereafter						4,780
						$	11,110

Amortization expense was $319 for the three and nine months ended May 31, 2026.

 

The Company accounts for income taxes in interim periods using the estimated annual effective tax rate method. Under this method, the Company estimates its annual effective tax rate for the full fiscal year and applies that rate to its year-to-date pre-tax income or loss and adjusts the provision for (or benefit from) income taxes for discrete items recorded in the period.

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The following table sets forth the components used in the computation of basic and diluted loss per share for the three months ended May 31, 2026 and 2025:

(In thousands, except share and per share data)						Three Months Ended May 31, 2026						Three Months Ended May 31, 2025
Basic loss per share:
Numerator:
Net loss						$	(83,595)					$	(623)
Net loss available to common stockholders - basic						$	(83,576)					$	(623)
Denominator:
Weighted average common shares outstanding - basic						551,788,656						2,006,202
Basic loss per common share						$	(0.15)					$	(0.31)
Diluted loss per share:
Numerator:
Net loss available to common stockholders - diluted						$	(83,576)					$	(623)
Denominator:
Weighted average common shares outstanding - basic						551,788,656						2,006,202
Add: dilutive securities						0						0
Warrants						0						0
RSAs						0						0
Weighted average common shares outstanding - diluted						551,788,656						2,006,202
Diluted loss per common share						$	(0.15)					$	(0.31)

 

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The following table sets forth the components used in the computation of basic and diluted loss per share for the nine months ended May 31, 2026 and 2025:

(In thousands, except share and per share data)						Nine Months Ended May 31, 2026						Nine Months Ended May 31, 2025
Basic loss per share:
Numerator:
Net loss						$	(9,106,103)					$	(2,754)
Net loss available to common stockholders - basic						$	(9,106,084)					$	(5,715)
Denominator:
Weighted average common shares outstanding - basic						443,947,604						2,185,206
Basic loss per common share						$	(20.51)					$	(2.62)
Diluted loss per share:
Numerator:
Net loss available to common stockholders - diluted						$	(9,106,084)					$	(5,715)
Denominator:
Weighted average common shares outstanding - basic						443,947,604						2,185,206
Add: dilutive securities						0						0
Warrants						0						0
RSAs						0						0
Weighted average common shares outstanding - diluted						443,947,604						2,185,206
Diluted loss per common share						$	(20.51)					$	(2.62)

The following table summarizes the securities that were not included in the computation of diluted income per common share because their effect is anti-dilutive:

						Outstanding as of						Outstanding as of
						May 31, 2026						May 31, 2025
C-3 Warrants(1)						1,280						1,280
Strategic Advisor Warrants(1)						2,820,774						0
Representative Warrants(1)						50,875						0
CVI Warrants(2)						10,435,430						0
Options(1) & (2)						359,124						0
Performance-based RSUs(3)						4,500,000						0
RSAs (1)						0						135,360

 

(1) 302,124 Options, RSAs ,Strategic and Representative Warrants were excluded due to a net loss position during the reporting periods
(2) C-3 Warrants, CVI Warrants and 57,000 Options were out-of-money during the three and nine months ended May 31, 2026
(3) The performance-based RSUs have certain stock price, market cap and other market/performance conditions which were not met as of May 31, 2026.

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In accordance with ASC 280-10, Segment Reporting, management has determined that the Company operates as one reportable segment. This conclusion reflects the manner in which the Chief Executive Officer, who serves as the Company’s Chief Operating Decision Maker (“CODM”), reviews financial performance and allocates resources, particularly focusing on Operating Income in their assessment of performance. The CODM regularly reviews condensed financial results in their entirety rather than discrete financial information by line of business, geography, or asset type. Accordingly, management concluded that the Company’s operations represent a single reportable segment. Given that the Company has identified one reportable segment, the segment results correspond directly to the Interim Statements.

The CODM reviews segment performance primarily based on consolidated operating income and does not regularly receive or review disaggregated expense information for purposes of assessing performance or allocating resources. Accordingly, no additional segment expense disclosures are required.

 

Commitments

 

During the fiscal year ended August 31, 2025, the Company entered into a Consulting Agreement with Eth Tower, a third-party service provider, to provide consulting, asset management, custody, and staking services. The Consulting Agreement has a term of ten years and may be renewed.

 

Under the terms of the Consulting Agreement, the Company is obligated to pay the third-party service provider a consulting fee calculated as follows:

•1.00% per annum on digital assets managed up to $1,000,000; 

•0.50% per annum on digital assets managed from $1,000,000 to $5,000,000; and

•0.25% per annum on digital assets managed above $5,000,000.

 

The fee is earned daily and paid monthly, which may be settled in cash or digital assets. The aggregate fees to be incurred by the Company are expected to be in the range of $40,000 to $50,000 annually.

 

The Consulting Agreement is non-cancelable except under limited circumstances. If the Company terminates the Consulting Agreement without cause, Eth Tower is entitled to 85% of all fees that would have accrued through the end of the term as liquidated damages.

 

During the three and nine months ended May 31, 2026, the Company recorded $12,759 and $37,468, respectively, in expenses related to the consulting agreement with the third-party service provider.

In connection with the acquisition of Pier Two, the Company entered into a Management Services Agreement with Eth Tower pursuant to which Eth Tower provides management and operational services to MAVAN Holdings. The agreement has an initial term of ten years and provides for compensation consisting of a 2.0% membership interest in MAVAN Holdings and revenue-based fees related to certain staking activities. The agreement may be terminated under specified circumstances. If terminated by the Company prior to the expiration of the term, Eth Tower may be entitled to continue receiving certain revenue participation payments or elect a lump-sum termination payment. No expense was recognized under the agreement during the three and nine months ended May 31, 2026, and no amounts were accrued or payable as of May 31, 2026.

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Contingencies

 

From time to time, the Company is subject to legal proceedings that arise in the ordinary course of business. While any legal proceeding or claim has an element of uncertainty, the Company believes the outcome of each lawsuit, claim or legal proceeding that is pending or threatened, or all of them combined, will not have a material adverse effect on the Company’s condensed financial position or results of operations. It is possible, however, that future results of operations could be materially and adversely affected by any new developments relating to the legal proceedings and claims. As of May 31, 2026, and August 31, 2025, zero legal matters were considered probable and reasonably estimable.

On June 4, 2026, the Company entered into an underwriting agreement with Moelis & Company, LLC and Cantor Fitzgerald & Co. in connection with an underwritten offering of 3,500,000 shares of the Company’s 9.50% Series A Perpetual Preferred Stock (the "Series A Preferred Stock"), par value $0.0001 per share, at a public offering price of $80.00 per share. Net proceeds from the offering were $273.8 million after deducting underwriting discounts and offering expenses. The Series A Preferred Stock is listed on the New York Stock Exchange under the symbol “BMNP".  

The Company declared cash dividends on Series A Preferred Stock of $0.32 per share and $0.11 per share on June 12, 2026 and June 30, 2026, respectively. The dividends were paid on June 22, 2026 and July 10, 2026, respectively.

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