United States securities and exchange commission logo





                            December 8, 2023

       Jonathan Bates
       Chief Executive Officer
       Bitmine Immersion Technologies, Inc.
       2030 Powers Ferry Road SE
       Suite 212
       Atlanta, Georgia 30339

                                                        Re: Bitmine Immersion
Technologies, Inc.
                                                            Form 10-K Filed
December 9, 2022
                                                            Form 10-Q Filed
July 14, 2023
                                                            File No. 000-56220

       Dear Jonathan Bates:

                We have reviewed your October 6, 2023 response to our comment
letter and have
       the following comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

               After reviewing your response to this letter, we may have
additional comments. Unless
       we note otherwise, our references to prior comments are to comments in
our August 28, 2023
       letter.

       Form 10-Q for the quarterly period ended May 31, 2023

       Statement of Cash flows for the Nine months ended May 31, 2023, page 8

   1.                                                   We note your response
to prior comment 37 and your proposed enhanced disclosures in
                                                        Exhibit B to your
correspondence. Please address the following:

                                                              Tell us and
enhance your disclosures in future filings how the sales of hosting
                                                            containers in
August 2022 and October 2022 for $1.2 million and $.960 million
                                                            reconcile to sale
of fixed assets of $1,558.4 million as presented in the cash flow
                                                            statement for the
nine months ended May 31, 2023;
                                                              Tell us and
enhance your disclosures in future filings how the investment in joint
                                                            venture $1,056
million (consisting of one immersion container valued at $.3 million,
 Jonathan Bates
FirstName LastNameJonathan  Bates
Bitmine Immersion  Technologies, Inc.
Comapany8,
December  NameBitmine
             2023        Immersion Technologies, Inc.
December
Page 2    8, 2023 Page 2
FirstName LastName
              six GE Protec 1500 KVA transformers valued at $.750 million and
$6,000 cash as
              disclosed in the 10-K for period ending August 31, 2022)
reconciles to the
              $.987 million investment in joint venture recognized in the cash
flow statement and
              to the change in fixed assets for the nine months ended May 31,
2023;
                Tell us and enhance future filings your share of earnings or
losses from your joint
              venture investment for the periods presented. Refer to ASC
323-10-45-1; and
                Confirm to us that cash flow investing and financing activities
represent actual cash
              outflows and inflows of the disclosed activities and do not
include any in-kind
              transactions as noted in your response to prior comment 22.
Form 10-K for the Period Ended August 31, 2022

Item 1. Business, page 1

2.       Please update your future filings to provide disclosure responsive to
prior comment 4.
         Please also clarify in your breakeven analysis whether, and if so how,
the cost of
         purchasing mining equipment factors into your analysis. Additionally,
clarify whether you
         finance the purchase of mining equipment and, if so, reflect financing
costs in your
         analysis.
3.       Refer to prior comment 3 and to your response. Please update the
business disclosures
         in your future filings to clearly describe your current operations,
related agreements and
         primary sources of revenue and to clearly distinguish these from any
discussion of future
         plans. To the extent known, any disclosures of future plans should
include the anticipated
         steps, timing and financing for these future plans.
Company Overview, page 2

4.       Please update your future filings to provide disclosure responsive to
prior comment 8. In
         addition please disclose the material terms of your mining pool
agreements and file these
         agreements as exhibits to the extent required by Item 601(b)(10) of
Regulation S-K.
Key Factors Affecting Our Performance Halving
Halving, page 7

5.       Refer to comment 11 and to your response that you have included a
related risk factor. We
         restate the comment to revise future filings to discuss in this
section the anticipated
         impacts of the next Bitcoin halving and what steps you are taking to
address or mitigate
         these impacts, if any, and the potential impact of the decrease in the
amount of Bitcoin
         rewards on your revenues and on the economics of your mining
operations. Please also
         cross-reference the related risk factor.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources, page 54

6.       We note your response to prior comment 19. We did not note how you
addressed the
 Jonathan Bates
Bitmine Immersion Technologies, Inc.
December 8, 2023
Page 3
         second bullet point. For that reason, and given the continued losses
in the 3- and 9-
         months ended May 31, 2023, we reissue that bullet point:
             Please tell us how you analyzed your ability to generate and
obtain adequate amounts
             of cash to meet your requirements in the long-term (i.e., beyond
the next 12 months)
             as required by Item 303(b)(1) of Regulation S-K.
Critical Accounting Estimates, page 56

7.       We note your response to prior comment 20. We do not understand your
statement that
         critical accounting estimates are not material or reasonably available
given that you have
         been generating revenue from the mining of Bitcoin digital currency
and the sale of
         mining equipment for over 18 months, since the period ended for the
three months ended
         February 28, 2022. Further, we do not note any scaled disclosures for
smaller reporting
         companies in Item 10(f)(1) of Regulation S-K. Please update your next
10-K to include
         critical accounting estimates that address the following:
             Identify your critical accounting estimates or assumptions that
have had or you
              expect could have a significant impact on your financial
statements;
             Supplements, but does not duplicate, the description of accounting
policies or other
              disclosures in the notes to the financial statements;
             Identify the key quantitative inputs in your baseline estimates;
             Explain the qualitative adjustments made to the baseline
estimates;
             Discuss why each critical accounting estimate is subject to
uncertainty;
             Discuss how much each estimate and/or assumption has changed over
the relevant
              period; and
             Discuss the sensitivity of the reported amount to the methods,
assumptions and
              estimates underlying its calculation.

         Refer to Release No. 33-8350 Interpretation: Commission Guidance
Regarding
         Management's Discussion and Analysis of Financial Condition and
Results of Operations
         and Item 303(b)(3) of Regulation S-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related
Stockholder Matters, page 68

8.     We note your response to prior comment 21. Please enhance your
disclosure in future
       filings in footnote 1 to clarify, if true, that the percent of common
stock beneficially
       owned, is based on outstanding shares as of the disclosed date,
including any shares as to
       which the individual or entity has sole or shared voting power or
investment power and
       also any shares that the individual or entity has the right to acquire
within 60 days after the
FirstName LastNameJonathan Bates
       disclosed date through the exercise of any stock option, warrant or
other right, or the
Comapany    NameBitmine
       conversion           Immersion
                    of any security whichTechnologies,
                                             are deemedInc.to be outstanding
and beneficially owned,
       both8,for
December         thatPage
              2023    individual
                          3      and in total shares outstanding.
FirstName LastName
 Jonathan Bates
FirstName LastNameJonathan  Bates
Bitmine Immersion  Technologies, Inc.
Comapany8,
December  NameBitmine
             2023        Immersion Technologies, Inc.
December
Page 4    8, 2023 Page 4
FirstName LastName
Note 1 - Basis of Presentation and Summary of Significant Policies
Revenues from Digital Currency Mining, page F-8

9.       We note your response to prior comment 24. Please confirm our
understanding, and
         include the specific disclosures in future filings:
             Tell us the name of the mining pool(s) in which you participate;
             You describe your payment mechanism as the "Expected Reward
Method." Tell us
              your payment mechanism, e.g., Full Pay Per Share (FPPS), Pay Per
Share (PPS), Pay
              Per Last N Shares (PPLNS), Pay Per Share+ (PPS+) and or
Proportional (Prop) and
              disclose in future filings;
             Revise your disclosure to indicated how each component of your
contract
              consideration and or payment mechanism is calculated. In this
regard, we note block
              rewards, transaction fees, and mining pool operator fees;
             We note that your contracts are terminable, "at any time by either
party." Please
              confirm if your contracts are terminable, "at any time by either
party and without
              penalty" and include this specific disclosure in future filings,
if true;
             We note that your performance obligation is to, "provide computing
power to the
              mining pool." Tell us your consideration for disclosing your
performance obligation
              as, "the service of performing hash computations for the mining
pool operator," or
              something similar to more precisely and closely align with the
promise in your
              contracts, and include this specific disclosure in future
filings, if true;
             Tell us your consideration of whether each mining pool arrangement
is a contract that
              is continuously renewed, and if so,
                o   Your consideration as to whether the duration of your
contracts is less than 24
                    hours;
                o   Whether the rate of payment remains the same upon renewal;
and
                o   Whether your customer's option to renew represents a
material right that
                    represents a separate performance obligation as
contemplated by ASC 606-10-
                    55-42.
             You disclose that you value noncash consideration at the closing
price of Bitcoin on
              the day of receipt. Given that the Bitcoin exchange trades 24/7,
please tell us the
              specific point in time that you fair value Bitcoin each day
(e.g., 23:59:59 or 0:00:00).
              If 0:00:00, please specify if that is the start of the day of the
contract (i.e. 0:00:00 to
              23:59:59) or the start of the next day.
             You state in your response that the current mining pool that you
utilize determines
              the amount due to each participant daily from midnight to
midnight UTC time and
              pays your share of bitcoin every day at 2:16 a.m. eastern time,
that you value the
              bitcoin received each calendar day based on the closing price of
bitcoin on the day of
              receipt, that any differences between the closing price of
bitcoin and the price at of
              12:00 a.m. or 2:16 a.m. is de minimus and in any event would tend
to cancel other out
              over the course of a month or quarter. If you receive your share
of bitcoin at 2:16
              a.m. eastern time and value at the closing price of bitcoin on
the day of receipt, tell us
              how the closing price on the day after you provide the service of
performing hash
 Jonathan Bates
FirstName LastNameJonathan  Bates
Bitmine Immersion  Technologies, Inc.
Comapany8,
December  NameBitmine
             2023        Immersion Technologies, Inc.
December
Page 5    8, 2023 Page 5
FirstName LastName
              computations for the mining pool operator complies with ASC
606-10-32-21 (that is,
              the date at which the criteria in paragraph 606-10-25-1 are met)
and or clarify your
              response.
                If your payment mechanism is FPPS, disclose if true, that you
recognize non-cash
              consideration on the same day that control of the contracted
service transfers to the
              mining pool operator, which is the same day as the contract
inception.
10.      In your response to comment 24 you state that mining revenues are
comprised of both a
         block reward and transaction fees, that both components of the revenue
are variable since
         dependent on the daily computing power provided by you, that the block
reward earned is
         not known until the computational hashrate contributed by you over the
daily
         measurement period is fulfilled over time daily, your proportionate
amount of transaction
         fees are calculated at the end of each transactional day and as such
that in accordance with
         ASC 606-10-32-12a, because the amount of consideration is highly
susceptible to factors
         outside your control, you fully constrain all (variable) consideration
until the end of the
         day when it is highly probable that a significant reversal will not
occur. With regard to the
         measurement of your block reward, please address the following:
             Tell us the inputs that determine your block reward;
             Tell us if any inputs that determine your block reward other than
your hash rate are
              not fixed at the time you begin providing computational power and
the factors that
              would cause an input to change; and
             Tell us how your threshold of highly probable is consistent with
the guidance in ASC
              606-10-32-11.
Revenues from Hosting , page F-9

11.      We note your response to prior comment 27. Please provide your SAB 99
materiality
         analysis supporting your assertion that the retrospective application
of your accounting for
         safeguarding of crypto asset obligations is not material.
Cryptocurrency, page F-10

12.      We note your response to prior comment 29. Please tell us the
following regarding your
         assertion that activities related to digital assets earned through
your mining activities and
         sales of these digital assets should be included within operating
activities on the statement
         of cash flows:
             Cryptocurrencies are included within non-current assets on the
balance sheet. Tell us
              how it is appropriate to classify crypto assets as non-current
under ASC 210 but the
              related cash flows as operating;
             Tell us the historical timeline (i.e. the number of hours, days,
weeks, or months) for
              converting crypto assets into cash in the periods presented; and
             Considering your disclosures, including in your risk factors, that
you are dependent
              on the sale of bitcoin you generate from your self-mining
operations to pay any of
              your expenses that are payable in U.S. dollars, your intention,
including if you have a
              policy, of when you will convert bitcoin receive into U.S.
dollars
 Jonathan Bates
FirstName LastNameJonathan  Bates
Bitmine Immersion  Technologies, Inc.
Comapany8,
December  NameBitmine
             2023        Immersion Technologies, Inc.
December
Page 6    8, 2023 Page 6
FirstName LastName
13.      We note your response to prior comment 30 and your assertion that cash
flows related to
         the sale of cryptocurrencies has been included in investing activities
in the statements of
         cash flows.
             We note you had $59,828 of proceeds from the sale of
cryptocurrency in the six
              months ended February 28, 2023 and May 31, 2023;
             Further, we note that the net activity in cryptocurrencies of
$14,627 in the six months
              ended February 28, 2023 and $39,792 in the nine months ended May
31, 2023 -
              which includes the sale on cryptocurrencies - is reflected in
cash flows from
              operating activities;
             Please confirm our understanding that sales of cryptocurrencies is
already reflected in
              cash flows from operating activities in the periods presented, or
advise otherwise.
Note 5 - Notes Receivable, page F-13

14.      We note your response to prior comments 32 and 35. Please tell us, and
enhance future
         filings as necessary, to address the following:
             The specific details of the warranty obligation on the sales of
mining equipment on
              February 23, 2022;
             How you accounted for the warranty obligation upon sale, including
the authoritative
              guidance you use to support your accounting;
             Cite the authoritative guidance used to support your accounting
for the inclusion of
              the note receivable write-off of $168,750 in cost of sales; and
             Tell us how you recognized for the repurchase of the 70 Antminer
TY-17s and 25
              Whatsminers, including the accounts and amounts.
Note 7 - Stockholders' Equity, page F-14

15.      We note your response to prior comment 33. Please tell us in your
response, and revise
         future filings as applicable, to address the following:
             ASC 505 has been superseded by ASC 718. Please address your
accounting using
             this guidance;
             We note from ASC 718-10-30 that, "a share-based payment
transaction shall be
             measured based on the fair value." Exceptions appear to be related
to nonpublic
             entities (ASC 718-10-30) and situations where fair value is not
reasonably estimable
             (ASC 718-20-35), which do not appear applicable in your case; and
             Based on the above, please re-evaluate your response and
accounting under ASC 718
             in the periods presented.
16.      We note your response to prior comment 34. Please tell us in your
response, and revise
         future filings as appropriate, to address your presentation of
preferred stock within
         stockholders' equity. Refer to Rule 5-02-27(d) and 28 of Regulation
S-X.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 Jonathan Bates
Bitmine Immersion Technologies, Inc.
December 8, 2023
Page 7

       Please contact David Irving at 202-551-3321 or Michelle Miller at
202-551-3368 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Livingston at 202-551-3448 or John Dana Brown at 202-551-3859
with any other
questions.



                                                         Sincerely,
FirstName LastNameJonathan Bates
                                                         Division of
Corporation Finance
Comapany NameBitmine Immersion Technologies, Inc.
                                                         Office of Crypto
Assets
December 8, 2023 Page 7
cc:       Robert Mottern
FirstName LastName