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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 3, 2024
BITMINE
IMMERSION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization) |
000-56220
(Commission
File Number) |
84-3986354
(IRS Employer
Identification No.) |
2030
Powers Ferry Road SE, Suite 212,
Atlanta, Georgia
30339
(Address of principal executive office) (Zip Code)
(404) 816-8240
(Registrants’ telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
None |
None |
None |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging
Growth Company x
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.
SECTION 4 – MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL
STATEMENTS
Item 4.01 Changes in Registrant’s Certifying Accountant
(a) The
financial statements of Bitmine Immersion Technologies, Inc. (the “Company”) for the fiscal years ended August 31, 2023 and
2022 were audited by BF Borgers CPA PC (“Borgers”). On May 3, 2024, the Securities and Exchange Commission (the “SEC”)
announced that it had settled charges against Borgers that it failed to conduct audits of a number of public companies in accordance with
the standards of the Public Company Accounting Oversight Board (the “PCAOB”). As part of the settlement, Borgers agreed to
a permanent ban on appearing or practicing before the SEC. As a result of Borgers’ settlement with the SEC, the Company has dismissed
Borgers as its independent account because it is no longer authorized to perform audits for the Company.
Borgers opinion on the Company’s
financial statements for the two most recent fiscal years did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified
or modified as to uncertainty, audit scope, or accounting principles, other than a going concern qualification.
During the Company’s
two most recent fiscal years ended August 31, 2023 and 2022 and the subsequent interim period through May 3, 2024, there were no disagreements,
within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Exchange Act (“Regulation S-K”) and the related
instructions thereto, with Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedure, which disagreements, if not resolved to the satisfaction of Borgers, would have caused it to make reference to the subject
matter of the disagreements in connection with its reports. Also during this same period, there were no reportable events within the meaning
of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.
The Company provided Borgers
with the disclosures under this Item 4.01(a), and requested Borgers to furnish the Company with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.01(a) and, if not, stating the respects
in which it does not agree. Borgers’ letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) The
Company has approved the engagement of Bush & Associates CPA (“Bush”) as the Company’s independent registered public
accounting firm for the fiscal year ending August 31, 2024, which engagement was effective May 6, 2024. During the Company’s two
most recent fiscal years ended August 31, 2023 and 2022, and the subsequent interim period to May 6, 2024, neither the Company nor anyone
acting on its behalf consulted with Bush regarding: (i) the application of accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor
oral advice was provided to the Company that Bush concluded was an important factor considered by the Company in reaching a decision as
to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of
Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v)
of Regulation S-K.
Item 4.02 Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
(a) At
this time, the Company is not aware of any basis to believe that any previously issued financial statements should not be relied upon
because of an error in such financial statements. However, the Company continues to assess its financial statements in light of the events
described in Item 4.01(a) herein.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: May 7, 2024 |
By: |
/s/ Jonathan Bates |
|
Name: |
Jonathan Bates |
|
Title: |
Chief Executive Officer |
Exhibit 16.1
![](https://www.sec.gov/Archives/edgar/data/1829311/000168316824003050/image_006.jpg)
May 6, 2024
United States Securities and Exchange Commission
Office of the Chief Accountant
100 F Street, N.E.
Washington, D.C. 20549
Re: Bitmine Immersion Technologies, Inc.
Ladies and Gentleman:
We have read the statements under item 4.01 in the Form 8-K dated May 6,
2024, of Bitmine Immersion Technologies, Inc. (the “Company”) to be filed with the Securities and Exchange Commission and
we agree with such statements therein as related to our firm. We have no basis to, and therefore, do not agree or disagree with the other
statements made by the Company in the Form 8-K.
Sincerely,
![](https://www.sec.gov/Archives/edgar/data/1829311/000168316824003050/image_004.jpg)
BF Borgers CPA PC
Certified Public Accountants
Lakewood, CO
v3.24.1.u1
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