Bitmine Immersion Technologies, Inc. (BMNR) acquired Pier Two Holdings Pty Ltd (Pier Two) on March 24, 2026, through its majority-owned subsidiary Standard Validator LLC. Pier Two operates a business providing high-performance hybrid cloud and bare metal infrastructure for non-custodial staking for Ethereum and other supported digital assets, including validator operations and staking-as-a-service. The acquisition consideration includes cash paid at closing, $10,500,000 in BMNR common stock (501,545 shares at $20.9346/share), $14,000,000 in deferred consideration (75% cash, 25% BMNR common stock payable over 36 months), and potential earnout consideration of up to $11,801,000 in BMNR common stock. The earnout consideration is contingent on achieving specific Annual Recurring Revenue (ARR) milestones over the 12-month period following the Closing Date, with thresholds ranging from $10,688,000 to $13,360,000 ARR. BMNR's wholly-owned subsidiary, BMNR Subsidiary One, LLC, entered into a 10-year management services agreement with Ethereum Tower LLC, granting it an irrevocable 2.00% membership interest in Standard Validator LLC and a monthly fee based on BMNR's native staking rewards. BMNR agreed to register the resale of the common stock issued as consideration (Stock, Earnout, and Deferred Consideration shares). Sellers will indemnify the Parent Group for certain breaches of representations/warranties, outstanding indebtedness, pre-closing taxes, specific litigation, and stock option liabilities, subject to a $500,000 deductible and a $3,200,000 cap for general representations and warranties, with no cap for fundamental or tax representations or fraud. The deferred and earnout consideration (Contingent Consideration) is subject to downward adjustment for 'slashing events' or technical failures caused by seller negligence or fraud, with a $250,000 rolling 12-month threshold and a $25,800,000 cumulative cap. Unpaid Contingent Consideration will accelerate upon certain 'Acceleration Events' such as a Change of Control of Parent, insolvency, delisting, or material curtailment of the relevant business line. BMNR will use commercially reasonable efforts to sell 'Specified Investments' (a list of various crypto/blockchain investments) held by Pier Two and distribute the net proceeds to the Sellers pro rata.