SCHEDULE: MOZAYYX UGP Discloses 9.99% Stake in Bitmine Immersion Technologies, Signaling Strategic Digital Asset Expansion

MOZAYYX UGP, LLC has disclosed a 9.99% beneficial ownership stake in Bitmine Immersion Technologies, Inc., comprising direct share purchases and strategic advisor warrants aimed at expanding the Issuer's digital asset operations.

Summary

• MOZAYYX UGP, LLC (UGP) has reported beneficial ownership of 5,358,560 shares of Bitmine Immersion Technologies, Inc. Common Stock, representing 9.99% of the outstanding shares.
• This ownership includes 3,333,333 shares purchased by MOZAYYX TOWER SPV I, LP (an entity controlled by UGP) on June 30, 2025, through a securities purchase agreement.
• Additionally, it includes 2,025,277 shares exercisable within 60 days via Strategic Advisor Warrants issued to Ethereum Tower Instant LLC (ETI), for which UGP is the sole manager.
• The Strategic Advisor Warrants allow for the purchase of up to 3,192,620 shares, but ETI's exercise is limited to prevent beneficial ownership from exceeding 9.99% of the Issuer's outstanding Common Stock.
• The acquisition is part of a strategic initiative for ETI to provide business advisory services to Bitmine Immersion Technologies, Inc. regarding the digital asset ecosystem and other strategic advice to expand and diversify the Issuer's business operations through cryptocurrency and digital asset strategies.
• The 9.99% ownership calculation is based on 51,614,018 shares of Common Stock outstanding as of July 8, 2025.

Sentiment

Score: 7

Explanation: The filing indicates a significant strategic investment and partnership aimed at expanding the Issuer's business into digital assets, which is generally positive. The 13D itself is a neutral regulatory disclosure, but the underlying transactions are positive for the Issuer.

Positives

• Strategic partnership with MOZAYYX UGP and its affiliate ETI brings expertise in the digital asset ecosystem.
• The partnership aims to expand and diversify Bitmine Immersion Technologies' business operations into cryptocurrency and digital asset strategies, potentially opening new revenue streams.
• The investment by MOZAYYX TOWER SPV I, LP provides capital to the Issuer.

Future Outlook

MOZAYYX UGP may acquire beneficial ownership of additional securities or dispose of existing holdings in the future. The strategic advisory agreement aims to expand and diversify Bitmine Immersion Technologies' business operations through integration of cryptocurrency and digital asset strategies.

Management Comments

• UGP's principal business is, together with certain of its affiliates, to act as the sponsor and manager of investment funds and collective investment vehicles that invest in a variety of investments.
• The Reporting Person may in the future take actions with respect to their investment in the Issuer as it deems appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D.
• Except as set forth above, at the present time, the Reporting Person do not have any current plans or future intentions of making additional changes to the board of directors, management, or changing the number/terms of board of director members of the Issuer.

Industry Context

This filing indicates a move by Bitmine Immersion Technologies into the growing cryptocurrency and digital asset sector, aligning with broader industry trends of traditional companies exploring blockchain and digital asset integration. The involvement of a specialized investment fund manager like MOZAYYX UGP suggests a strategic, rather than purely passive, investment.

Comparison to Industry Standards

• The document does not provide specific financial or operational results for Bitmine Immersion Technologies to compare against industry benchmarks or specific comparable companies/projects.
• The 9.99% stake is a significant minority interest, often a threshold for Schedule 13D filings, indicating a strategic investor rather than a passive one.

Related Party Transactions

• MOZAYYX TOWER SPV I, LP, an entity controlled by UGP, purchased 3,333,333 shares from the Issuer.
• Ethereum Tower Instant LLC (ETI), for which UGP is the sole manager, entered into a Strategic Advisor Agreement with the Issuer and received Strategic Advisor Warrants.

Stakeholder Impact

• Shareholders: Potential for increased share value due to strategic expansion into digital assets and the backing of a significant investor. The 9.99% ownership limit on warrants protects against immediate dilution from a full warrant exercise.
• Company (Bitmine Immersion Technologies): Gains strategic advisory services and capital infusion, enabling diversification and expansion into new, high-growth areas like cryptocurrency and digital assets.

Next Steps

• ETI will provide business advisory services to Bitmine Immersion Technologies regarding the digital asset ecosystem.
• ETI will provide strategic advice regarding the Issuer's business to expand and diversify operations.
• MOZAYYX UGP may acquire additional securities or dispose of current holdings in the future.

Key Dates

Recommendation

Keywords

Bitmine Immersion Technologies, MOZAYYX UGP, Ethereum Tower Instant, SEC Filing, Schedule 13D, Beneficial Ownership, Common Stock, Strategic Advisor Agreement, Digital Assets, Cryptocurrency, Investment Fund, Warrants, Equity Stake