[SCHEDULE 13G] BitMine Immersion Technologies, Inc. SEC Filing
Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BITMINE IMMERSION TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
09175A206
(CUSIP Number)
07/08/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
09175A206
1
Names of Reporting Persons
FF Consumer Growth II, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,926,759.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,926,759.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,926,759.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
09175A206
1
Names of Reporting Persons
The Founders Fund Growth II Management, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,926,759.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,926,759.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,926,759.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
09175A206
1
Names of Reporting Persons
FF Upper Tier GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,926,759.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,926,759.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,926,759.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
09175A206
1
Names of Reporting Persons
FF Consumer Growth, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,167,241.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,167,241.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,167,241.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
09175A206
1
Names of Reporting Persons
The Founders Fund Growth Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,167,241.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,167,241.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,167,241.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
09175A206
1
Names of Reporting Persons
Peter Thiel
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,094,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,094,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,094,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.1 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BITMINE IMMERSION TECHNOLOGIES, INC.
(b)
Address of issuer's principal executive offices:
10845 Griffith Peak Dr. #2, Las Vegas, NV, 89135.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
FF Consumer Growth II, LP ("FFCG II")
The Founders Fund Growth II Management, LP ("FFCG II GP")
FF Upper Tier GP, LLC ("FFCG II UGP")
FF Consumer Growth, LLC ("FFCG LLC")
The Founders Fund Growth Management, LLC ("FFGM")
Peter Thiel ("Thiel")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
One Letterman Dr., Building D, 5th Floor
San Francisco, CA 94129
(c)
Citizenship:
FFCG II Delaware
FFCG II GP Delaware
FFCG II UGP Delaware
FFCG LLC Delaware
FFGM Delaware
Thiel United States
(d)
Title of class of securities:
Common Stock, par value $0.0001
(e)
CUSIP No.:
09175A206
Item 3.
If this statement is filed pursuant to 搂搂 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with 搂 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with 搂 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with 搂 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with 搂 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with 搂 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 3,926,759 shares of common stock directly held by FFCG II and (ii) 1,167,241 shares of common stock directly held by FFCG LLC.
FFCG II GP is the general partner of FFCG II and FFCG II UGP is the general partner of FFCG II GP. FFGM is the manager of FFCG LLC. Thiel is the manager of each of FFCG II UGP AND FFGM and possesses power to direct the voting and disposition of the securities held by each of FFCG II AND FFCG LLC.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. The percentage set forth in each row 11 is based upon 56,253,249 shares of common stock outstanding as of July 14, 2025, as reported by the Issuer to the Reporting Persons.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
FF Consumer Growth II, LP
Signature:
/s/ Peter Thiel
Name/Title:
By The Founders Fund Growth II Management, LP, Its General Partner, By FF Upper Tier GP, LLC, Its General Partner, By Peter Thiel, Manager
Date:
07/15/2025
The Founders Fund Growth II Management, LP
Signature:
/s/ Peter Thiel
Name/Title:
By FF Upper Tier GP, LLC, Its General Partner, By Peter Thiel, Manager
Date:
07/15/2025
FF Upper Tier GP, LLC
Signature:
/s/ Peter Thiel
Name/Title:
By Peter Thiel, Manager
Date:
07/15/2025
FF Consumer Growth, LLC
Signature:
/s/ Peter Thiel
Name/Title:
By The Founders Fund Growth Management, LLC, Its Manager, By Peter Thiel, Manager
An email has been sent to your address with instructions for changing your password.
There is no user registered with this email.
Sign Up
To create a free account, please fill out the form below.
Thank you for signing up!
A confirmation email has been sent to your email address. Please check your email and follow the instructions in the message to complete the registration process. If you do not receive the email, please check your spam folder or contact us for assistance.
Welcome to our platform!
Oops!
Something went wrong while trying to create your new account. Please try again and if the problem persist, to receive support.
