Page 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , DC 20549 FORM 10 - K □ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31 , 2021 OR □ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number : 000-56220 BITMINE IMMERSION TECHNOLOGIES , INC . Delaware ( State or other jurisdiction of incorporation or organization ) 2030 Powers Ferry Road SE , Suite 212 , Atlanta , Georgia 30339 ( 404 ) 816-8240 84-3986354 ( I.R.S. Employer Identification Number ) ( Address , including zip code , and telephone number , including area code , of registrant's principal executive offices ) Securities registered pursuant to Section 12 ( b ) of the Act : None Securities registered pursuant to Section 12 ( g ) of the Act : Common Stock , par value $ 0.0001 per share Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No . Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Exchange Act . Yes □ No . Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No □ . Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes > No □ . Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See definition of “ large accelerated filer , ” “ accelerated filer ” , “ smaller reporting company " , and " emerging growth company ” in Rule 12b - 2 of the Exchange Act . Large accelerated filer ☐ Non - accelerated filer ☑ Accelerated filer ☐ Smaller reporting company ☑ Emerging growth company ☑ If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . □ Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No ☑ . As of February 26 , 2021 ( the last trading day of the registrant's second quarter ) , the aggregate market value of the common stock held by non - affiliates of the registrant , based on the $ 16.00 closing price of the registrant's common stock as reported on the OTC Markets on that date ( as adjusted for a subsequent stock split ) , was approximately $ 12,219,351 . For purposes of this computation , all officers , directors and 10 % beneficial owners of the registrant are deemed to be affiliates . Such determination should not be deemed to be an admission that such officers , directors or 10 % beneficial owners are , in fact , affiliates of the registrant .