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[SCHEDULE 13D] BitMine Immersion Technologies, Inc. SEC Filing

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SCHEDULE 13D





If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
Items 8, 10 and 11 consist of (i) 3,333,333 shares of common stock, par value $0.0001 ("Common Stock"), of Bitmine Immersion Technologies, Inc. (the "Issuer") held by MOZAYYX TOWER SPV I, LP, a Delaware limited partnership ("SPV"), an entity controlled by MOZAYYX UGP, LLC ("UGP" or the "Reporting Person"); and (ii) 2,025,277 shares of Common Stock pursuant to the Strategic Advisor Warrants (as defined herein) that are exercisable within 60 days of the date hereof by Ethereum Tower Instant LLC, a Delaware limited liability company ("ETI") of which UGP is the sole manager. While the Strategic Advisor Warrants provide certain rights to acquire up to 3,192,620 shares of the Issuer's common stock, Section 2(e) of the Strategic Advisor Warrants provides that ETI has no right to exercise any portion of the Strategic Advisor Warrant to the extent that, giving effect to such exercise, ETI or its affiliates would beneficially own in excess of 9.99% of the Issuer's outstanding Common Stock. Item 13 is based on 51,614,018 shares of Common Stock outstanding as of July 8, 2025, as confirmed to UGP by the Issuer.


SCHEDULE 13D


MOZAYYX UGP, LLC
Signature:/s/ Xuan Yong
Name/Title:Xuan Yong / Authorized Signatory
Date:07/15/2025
Bitmine Immersion Technologies Inc

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