8-K - Bitmine Immersion Technologies, Inc. | StockGist

AI Analysis

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Bitmine Immersion Technologies, Inc. acquired Pier Two Holdings Pty Ltd for total consideration including cash, stock, and contingent payments, expanding into Ethereum staking and blockchain infrastructure services.

Key Takeaways

1Company acquired 100% of Pier Two Holdings Pty Ltd, an Australian firm providing non-custodial staking and validator infrastructure for Ethereum and other digital assets.

2Total consideration includes cash at closing, $10.5 million in stock, $14 million in deferred consideration, and up to $11.8 million in earnout payable in stock.

3Company issued 501,545 shares of Common Stock at $20.9346 per share as Stock Consideration to Sellers, subject to a six-month lock-up.

4A subsidiary entered a 10-year Management Services Agreement with Ethereum Tower LLC, granting a 2.00% irrevocable membership interest in the Buyer.

5Stock Consideration shares were issued to accredited investors in reliance on Section 4(a)(2) and Regulation D exemptions.

6Company agreed to register the resale of shares issued as consideration under a Registration Rights Agreement.

Current Report Details

Event Type

Material Agreement

Asset Acquisition

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry into a Material Definitive Agreement. ** On March 24, 2026, Bitmine Immersion Technologies, Inc. (the “** Company **”) and Standard Validator LLC, a Del

Material Agreement

$14.0M$11.8M

Source Document

2.01

. **Item 3.02.** **Unregistered Sales of Equity Securities** The information set forth under Item 1.01 above is incorporated herein by reference. On March 24, 2

Asset Acquisition

$20.93$10.5M

9.01

.** **Financial Statements and Exhibits** (d) Exhibits. | Exhibit No. | | Description | |---|---|---| | 10.1 | | Share Purchase Agreement, dated March 24, 2026.

Exhibits Only

Transaction Details

Acquisition / Disposition

Target: Pier Two Holdings Pty Ltd
Consideration: Cash paid at closing; 501,545 shares of Common Stock ($10,500,000 aggregate); $14,000,000 deferred consideration; up to $11,801,000 earnout consideration.
Structure: Acquisition of all issued and outstanding shares by Standard Validator LLC, a majority-owned subsidiary of the Company.

•Closing Date: March 24, 2026
•Stock Consideration subject to six-month lock-up, with 1/6th released monthly thereafter
•Earnout based on operational milestones during twelve-month period following Closing Date

Material Agreement

Agreement: Management Services Agreement
Parties: BMNR Subsidiary One, LLC and Ethereum Tower LLC

•Initial term of ten years
•Service Provider entitled to irrevocable 2.00% membership interest in Standard Validator LLC
•Service Provider entitled to monthly fee based on percentage of native staking rewards attributable to ETH staked through the Buyer

Exhibits (4)

10.1

EX-10.1

10.2

EX-10.2

10.3

EX-10.3

8-K