UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 23, 2026, the Board of Directors (the “Board”) of Bitmine Immersion Technologies, Inc. (the “Company”) appointed Young Kim to serve as a director (a “Director”) on the Board, effective immediately. Mr. Kim also executed an offer letter with the Company pursuant to which he will serve as Director (the “Kim Offer Letter”).
Mr. Kim, age 48, is the current Chief Financial Officer and Chief Operating Officer of the Company. From 2021 to 2025, he served as a Partner and Senior Portfolio Manager at Axiom Investors. Prior to that, from 2011 to 2021, Mr. Kim was a Senior Portfolio Manager at Columbia Threadneedle Investments, where he helped lead more than $7 billion in emerging markets assets. Earlier in his career, Mr. Kim held investment and research roles at Marathon Asset Management in Singapore and at 360IP, Inc., a venture capital firm focused on technology-enabled emerging Asian enterprises, and he served as a Vice President and Senior Analyst at Galleon Asia Investments. Mr. Kim began his career as a software engineer at start-up companies. He holds a Master of Business Administration from Harvard Business School, and a Master of Science and Bachelor of Science in Electrical Engineering and Computer Science from MIT.
The foregoing description of the Kim Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Kim Offer Letter, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and which is incorporated herein by reference.
There are no arrangements or understandings between Mr. Kim and any other persons pursuant to which he was elected as Director of the Company. There are no family relationships between Mr. Kim and any other Director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure.
On January 26, 2026, the Company issued a press release (the “Press Release”) providing an update on the Company’s operations. A copy of the Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.
The information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Kim Offer Letter, dated January 23, 2026. | |
| 99.1 | Press Release, dated January 26, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Bitmine Immersion Technologies, Inc. | ||
| Dated: January 26, 2026 | By: | /s/ Chi Tsang |
| Name: | Chi Tsang | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
BITMINE IMMERSION TECHNOLOGIES, INC.
January 23, 2026
Young Kim
15 Carriglea Drive
Riverside, CT 06878
Re: Board of Directors
Dear Young,
Bitmine Immersion Technologies, Inc. (the “Company”) is pleased to invite you to serve as a member of the Company’s board of directors (the “Board”). If you accept this invitation, your membership on the Board will commence upon your formal election to the Board. The following is some information on the terms of your Board membership.
You are invited to join the Board because of your reputation and experience in areas that relate to the Company’s business and strategy. The Company hopes that, as a member of the Board, you will contribute to the success of the Company by participating in meetings with the Board and providing the Company with advice and guidance consistent with your role as a member of the Board.
I. Committees of the Board
The Board has four committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and an Investment Committee. Each committee is comprised of directors who satisfy the independence and qualification standards established by the U.S. Securities and Exchange Commission and the New York Stock Exchange, as applicable. The Company may invite you to serve on one or more of these committees, provided that you satisfy the applicable independence and eligibility requirements.
II. Meetings
We expect to hold Board and Audit Committee meetings generally four times per year, with additional interim teleconference Board and Audit Committee “updates” held on an “as needed” basis. The other committees will meet as often as necessary to discharge their responsibilities under their respective charters. Actions of the Board, Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Investment Committee may also be approved by written consent where permitted by applicable law and governing documents.
III. Fiduciary Duties
As a member of the Board, you agree to hold in confidence and trust and to act in a fiduciary manner with respect to all confidential information provided to you by the Company or other members of the Board. You acknowledge that the Company and the Board reserve the right to withhold any information and to exclude you from any portion of a Board meeting if such information or attendance could reasonably be expected to result in a conflict of interest with your duties to a third party or adversely affect the attorney-client privilege between the Company and its counsel.
IV. Confidentiality
As of the date of your election to the Board and for all times thereafter, you will (i) treat and hold as confidential any information related to the business and affairs of the Company and each of its affiliates and subsidiaries (the “Group”) (including all memoranda, notes, analyses, compilations, studies or other documents that were developed or based upon or that include, contain or reflect any such information (whether in written form, electronically stored or otherwise)) that is not already generally available to the public or that does not become generally available after the date of this letter agreement without any violation by you or your obligations hereunder (the “Confidential Information”), (ii) refrain from using any of the Confidential Information except in the ordinary course of operation (consistent with past custom and practice) of the Group and (iii) upon termination of your relationship with the Company, return or delete all copies of Confidential Information in your possession or control, if requested by the Company. Notwithstanding anything to the contrary contained herein, this confidentiality obligation does not prevent you from reporting possible violations of federal law or regulation to government authorities, including under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or other applicable whistleblower protections. You may do so without notification to or prior approval by the Company.
V. Compliance with Policies and Law
You agree to comply with the Company’s applicable policies as in effect from time to time, including but not limited to, the Code of Ethics, and Board and committee charters and policies. Additionally, as a director of a public company, you will be subject to certain reporting and compliance obligations under U.S. securities laws, including Section 16 of the Securities Exchange Act of 1934, as amended.
VIII. Expenses
The Company will reimburse reasonable, documented travel and other business expenses incurred in connection with your duties as a Board member in accordance with the Company’s expense reimbursement policies.
IX. Indemnification Agreement and D&O Insurance
In addition to the indemnification provisions contained in the Company’s certificate of incorporation and bylaws, the Company also enters into customary Indemnification Agreements with its Directors and maintains a D&O insurance policy with customary coverage through its selected insurance broker.
X. At-Will Service
Nothing in this letter should be construed to interfere with or otherwise restrict in any way the rights of the Company and the Company’s stockholders to remove any individual from the Board at any time in accordance with the provisions of applicable law and the Company’s governing documents. Service on the Board is at will.
We believe this is a very exciting time to be joining the Board of the Company. We hope that you find the foregoing terms acceptable. You may indicate your agreement with these terms and accept this invitation by signing and dating the enclosed counterpart of this letter and returning it to me. We look forward to your input and guidance as we move forward!
| Very truly yours, | ||
| Bitmine Immersion Technologies, Inc. | ||
| By: | /s/ Thomas Lee | |
| Name: | Thomas Lee | |
| Title: | Chairman of the Board of Directors | |
| I have read and accept this invitation: | |
| /s/ Young Kim | |
| Signature of Young Kim |
Exhibit 99.1
Bitmine Immersion Technologies (BMNR) Announces ETH Holdings Reach 4.243 Million Tokens, and Total Crypto and Total Cash Holdings of $12.8 Billion
Bitmine staked ETH stands at 2,009,267 and MAVAN staking solution on track to
launch Q1 2026
Bitmine now owns 3.52% of the ETH token supply, nearly 70% of the way to the ‘Alchemy of 5%’ in just 6 months
Bitmine recently closed on initial $200 million investment into Beast Industries
Bitmine Crypto + Total Cash Holdings + “Moonshots” total $12.8 billion, including 4.243 million ETH tokens, total cash of $682 million, and other crypto holdings
Bitmine leads crypto treasury peers by both the velocity of raising crypto NAV per share and by the high trading liquidity of BMNR stock
Bitmine is the 91st most traded stock in the US, trading $1.2 billion per day (5-day avg)
Bitmine remains supported by a premier group of institutional investors including ARK’s Cathie Wood, MOZAYYX, Founders Fund, Bill Miller III, Pantera, Kraken, DCG, Galaxy Digital and personal investor Thomas “Tom” Lee to support Bitmine’s goal of acquiring 5% of ETH
LAS VEGAS, January 26, 2026 /PRNewswire/ — (NYSE AMERICAN: BMNR) Bitmine Immersion Technologies, Inc. (“Bitmine” or the “Company”) a Bitcoin and Ethereum Network Company with a focus on the accumulation of crypto for long term investment, today announced Bitmine crypto + total cash + “moonshots” holdings totaling $12.8 billion.
As of January 25th at 8:00pm ET, the Company’s crypto holdings are comprised of 4,243,338 ETH at $2,839 per ETH (Coinbase), 193 Bitcoin (BTC), $200 million stake in Beast Industries, $19 million stake in Eightco Holdings (NASDAQ: ORBS) (“moonshots”) and total cash of $682 million. Bitmine’s ETH holdings are 3.52% of the ETH supply (of 120.7 million ETH).
Bitmine invested $200 million into Beast Industries on January 15, 2026 and the initial investment closed this past week and is currently reflected in the ‘moonshots.’ After the closing of the transaction, the company will initially carry the Beast Industry investment at cost.
Policymakers and world business leaders met in Davos this past week, and while AI was the central agenda, much of the conversation included digital assets and crypto. “One of my takeaways from listening to speeches and media reports from Davos, it is clear to me that Wall Street has embraced crypto and blockchain assets and sees the convergence of traditional assets and digital assets. And similarly between crypto and AI convergence,” said Thomas “Tom” Lee, Chairman of Bitmine.
A selection of crypto and digital assets related comments from Davos are highlighted below:
| ● | President Donald Trump said: “Congress is working very hard on crypto market structure legislation, Bitcoin, all of them, which I hope to sign very soon, unlocking new pathways for Americans to reach financial freedom.” | |
| ● | Larry Fink, the CEO of BlackRock CEO said on a WEF Davos panel: “Tokenization is necessary… if we have one common blockchain, we could reduce corruption.” | |
| ● | David Sacks, White House Chief of Artificial Intelligence and Cryptocurrency, remarked: “In the long run, banking and crypto will cease to be separate worlds and will transform into ‘a single digital asset industry.’” | |
| ● | Sergio Ermotti, CEO of UBS said: “Blockchain is the future for traditional banking… You will see a convergence.” | |
| ● | Bill Winters, CEO of Standard Chartered commented: “Most things will settle in digital form... we’re at a major inflection point... this is the year when this is happening in scale.” | |
| ● | François Villeroy de Galhau, Governor of the Bank of France, stated: “Tokenization... will bring progress in global finance, delivery versus payments, diminish cost of financial transactions... it will develop for the better.” | |
| ● | Bermuda announced plans to transition its entire national economy to run “fully on-chain,” using USDC as a primary medium of exchange and public blockchain infrastructure for government services. | |
| ● | SWIFT and Chainlink announced an interoperability milestone demonstrating that legacy banking systems (via Swift) can now successfully settle transactions on public blockchains without needing to overhaul their entire existing IT stack. | |
| ● | Valérie Urbain, Euroclear Belgium CEO, cited tokenization as “real” capital-markets plumbing, not a pilot toy. His session highlighted Euroclear’s commercial paper tokenization work in France at large scale, framed as operational learning toward tokenized infrastructure. |
“In 2016, the story of Davos was AI and the fourth industrial revolution and in the decade since, we have witnessed the massive growth of AI and data centers and complete pivots by nations. A decade later, we view 2026 as the year policymakers and world leaders now view digital assets as central to the future of the financial system. And as Larry Fink notes, this is positive for smart blockchains. Ethereum remains the most widely used by Wall Street today and most reliable blockchain with zero downtime since inception,” stated Lee.
“In the past week, we acquired 40,302 ETH,” continued Lee. “Ethereum’s price ratio to Bitcoin, or ETHBTC, has been steadily climbing since mid-October. In our view, this reflects investors recognizing tokenization and other use cases being developed by Wall Street are being built on Ethereum. To appreciate the scale of Wall Street building on Ethereum, the Ethereum foundation listed 35 examples of major financial institutions building on Ethereum in just the past few months on this website (https://institutions.ethereum.org/).”
Last week, Bitmine released its January Chairman’s message (link). This message is the presentation that Mr. Lee gave at the company’s 2026 annual stockholder’s meeting on January 15, 2026 at the Wynn Encore Las Vegas.
As of January 25, 2026, Bitmine total staked ETH stands at 2,009,267 ($5.7 billion at $2,839 per ETH). This is an increase of 171,264 in the past week. This is a fraction of the 4.2 million ETH held by Bitmine. The CESR (Composite Ethereum Staking Rate, administered by Quatrefoil) is 2.81%. Bitmine is currently working with 3 staking providers as the company moves towards unveiling its commercial MAVAN (Made in America VAlidator Network) in 2026.
“Bitmine has staked more ETH than other entities in the world. At scale (when Bitmine’s ETH is fully staked by MAVAN and its staking partners), the ETH staking fee is $374 million annually (using 2.81% CESR), or greater than $1 million per day,” stated Lee. “We continue to make progress on our staking solution known as The Made in America Validator Network (MAVAN). This will be the ‘best-in-class’ solution offering secure staking infrastructure and will be deployed in early calendar 2026,” continued Lee.
Bitmine crypto holding reigns as the #1 Ethereum treasury and #2 global treasury, behind Strategy Inc. (MSTR), which owns 709,715 BTC valued at $61 billion. Bitmine remains the largest ETH treasury in the world.
Bitmine is now one of the most widely traded stocks in the US. According to data from Fundstrat, the stock has traded average daily dollar volume of $1.2 billion (5-day average, as of January 9, 2026), ranking #91 in the US, behind Accenture (rank #90) and ahead of PepsiCo (rank #92) among 5,704 US-listed stocks (statista.com and Fundstrat research).
The GENIUS Act and Securities and Exchange Commission’s (“the SEC”) Project Crypto are as transformational to financial services in 2025 as US action on August 15, 1971 ending Bretton Woods and the USD on the gold standard 54 years ago. This 1971 event was the catalyst for the modernization of Wall Street, creating the iconic Wall Street titans and financial and payment rails of today. These proved to be better investments than gold.
The Chairman’s message can be found here:
https://www.bitminetech.io/chairmans-message
The Fiscal Full Year 2025 Earnings presentation and corporate presentation can be found here:
https://bitminetech.io/investor-relations/
Select images from Bitmine’s Annual Meeting can be found here.
To stay informed, please sign up at: https://bitminetech.io/contact-us/
About Bitmine
Bitmine (NYSE AMERICAN: BMNR) is the leading Ethereum Treasury company in the world, implementing an innovative digital asset strategy for institutional investors and public market participants. Guided by its philosophy of “the alchemy of 5%,” the company is committed to ETH as its primary treasury reserve asset, leveraging native protocol-level activities including staking and decentralized finance mechanisms. The company will launch MAVAN (Made-in America Validator Network), a dedicated staking infrastructure for Bitmine assets, in Q1 of 2026.
For additional details, follow on X:
https://x.com/bitmnr
https://x.com/fundstrat
https://x.com/bmnrintern
Forward Looking Statements
This press release contains statements that constitute “forward-looking statements.” The statements in this press release that are not purely historical are forward-looking statements which involve risks and uncertainties. This document specifically contains forward-looking statements regarding progress and achievement of the Company’s goals regarding ETH acquisition and staking, the long-term value of Ethereum, continued growth and advancement of the Company’s Ethereum treasury strategy and the applicable benefits to the Company. In evaluating these forward-looking statements, you should consider various factors, including Bitmine’s ability to keep pace with new technology and changing market needs; Bitmine’s ability to finance its current business, Ethereum treasury operations and proposed future business; the competitive environment of Bitmine’s business; and the future value of Bitcoin and Ethereum. Actual future performance outcomes and results may differ materially from those expressed in forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond Bitmine’s control, including those set forth in the Risk Factors section of Bitmine’s Form 10-K filed with the SEC on November 21, 2025, as well as all other SEC filings, as amended or updated from time to time. Copies of Bitmine’s filings with the SEC are available on the SEC’s website at www.sec.gov. Bitmine undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
SOURCE Bitmine Immersion Technologies, Inc.
MEDIA CONTACT:
Marcy Simon
+19178333392