Bitmine Immersion Technologies Inc SEC Filings

Schedule 13G filing dated 15 July 2025 discloses that several entities affiliated with Founders Fund and individual filer Peter Thiel have accumulated a meaningful passive position in BitMine Immersion Technologies, Inc. (BMNR).

The filing covers six Reporting Persons: FF Consumer Growth II, LP; The Founders Fund Growth II Management, LP; FF Upper Tier GP, LLC; FF Consumer Growth, LLC; The Founders Fund Growth Management, LLC; and Peter Thiel. All entities are organized in Delaware, while Thiel is a U.S. citizen.

Collectively, the Reporting Persons hold 5,094,000 shares of BMNR common stock, representing 9.1 % of the 56,253,249 shares outstanding as of 14 July 2025. Within this total, FF Consumer Growth II, LP owns 3,926,759 shares (7.0 %), and FF Consumer Growth, LLC owns 1,167,241 shares (2.1 %). Voting and dispositive powers are shared—none of the filers reports sole authority over any shares.

The certification section states that the securities were “not acquired and are not held with the purpose or effect of changing or influencing the control of the issuer,” indicating a passive investment stance. A joint-filing agreement (Exhibit 99.1) accompanies the submission, and the filers expressly disclaim formation of a control group.

• Date triggering filing: 08 July 2025
• CUSIP: 09175A206; class: Common Stock, par $0.0001
• Principal business address of filers: One Letterman Dr., Building D, 5th Floor, San Francisco, CA 94129
• Issuer headquarters: 10845 Griffith Peak Dr. #2, Las Vegas, NV 89135

The disclosure signals a sizable passive stake by high-profile investors, a data point that can influence market perception and liquidity for BMNR shares.

Form 8-K filing: On July 14, 2025, Ashland Inc. (NYSE: ASH) disclosed that Karl Bostaph, its Senior Vice President, Operations and a named executive officer, will retire effective October 1, 2025. The company furnished a media release (Exhibit 99.1) with the same information and provided the customary Inline XBRL cover data. No successor, compensation changes or strategic commentary were included in the filing.

Because Bostaph is a section 16 officer, his planned departure is considered a material event under Item 5.02, warranting disclosure. However, the filing contains no financial guidance, no operational metrics and no discussion of transition plans, limiting immediate valuation impact. Investors should monitor subsequent releases for details on succession and any resulting operational realignments.

Schedule 13D/A highlights Tang Capital Management, Kevin Tang and affiliated investment vehicles disclosed updated ownership and transaction details regarding Cargo Therapeutics, Inc. ("CRGX").

• Beneficial ownership: The reporting group controls 3,059,630 common shares, representing 6.6 % of the 46,113,353 shares outstanding. Voting and dispositive power over the shares is shared among Tang Capital Management, Tang Capital Partners (TCP), Tang Capital Partners International (TCPI) and Kevin Tang.
• Source of funds: Approximately $22 million of working capital from TCP and TCPI, held in margin accounts, was used to acquire the stake.
• New strategic development – signed Merger Agreement (7 July 2025):
  • Buyer: Concentra Biosciences, LLC; vehicle: Concentra Merger Sub VII, Inc.
  • Tender-offer price: $4.379 in cash per CRGX share plus one contingent value right (CVR).
  • Subsequent merger: Merger Sub will merge into Cargo Therapeutics, with Cargo surviving as a Concentra subsidiary.
  • Key closing conditions: (i) >50 % of outstanding shares tendered; (ii) Closing Net Cash ≥ $217.5 million; (iii) customary regulatory and procedural conditions.
  • Limited guaranty: TCP provided a guarantee capped at $213.1 million for certain obligations under the Merger Agreement.
  • CVR structure: Holders will be entitled to (i) 100 % of Closing Net Cash above $217.5 million, and (ii) 80 % of net proceeds from any sale, transfer or license of CRG-022, CRG-023 or the company’s allogeneic platform occurring within two years post-merger, subject to a $250 k expense cap.
• No recent trading activity: The reporting persons executed no CRGX share transactions during the past 60 days.

The amendment primarily informs investors of the cash-and-CVR takeover proposal, outlines financial protections (guaranty, cash threshold) and updates the group’s unchanged 6.6 % ownership position.

BitMine Immersion Technologies, Inc. (NYSE American: BMNR) filed an 8-K disclosing three material events dated 8 July 2025:

• Consulting Agreement. The Company engaged Ethereum Tower LLC for a 10-year term to implement an ETH-focused treasury strategy. Treasury assets will consist of the net proceeds from two contemporaneous private placements plus any other digital assets designated by the Company. Operational partners receive “trade-only” access; custody remains with a bankruptcy-remote subsidiary under third-party control. The Company will pay management fees and related expenses, and early termination triggers liquidated damages.
• Strategic Advisor Agreement. Ethereum Tower Instant LLC will advise on growth initiatives for six months (extendable). Compensation is warrants equal to 5 % of the Company’s fully diluted share count at an exercise price of $5.40, exercisable for five years. The issuance relies on Rule 506(b) of Regulation D.
• Private Placements (Item 3.02). • Cash Offering: 36,309,592 common shares at $4.50 and 11,006,444 pre-funded warrants at $4.4999, raising ≈ $212.9 million in USD. • Cryptocurrency Offering: 8,804,122 common shares at $4.50, raising ≈ $39.6 million in ETH/BTC. ThinkEquity LLC acted as placement agent and received 1,231,945 warrants at $5.40. Combined, the Company issued or committed to issue roughly 57.3 million new shares (including pre-funded and placement agent warrants), materially increasing the share base.

The proceeds from both offerings become part of the ETH Treasury managed under the Consulting Agreement. All securities were issued in private transactions exempt from registration. A press release announcing the closings was issued 9 July 2025.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker: C), is marketing 5-Year Autocallable Contingent Coupon Securities linked to the worst performer of two underlyings: the iShares 20+ Year Treasury Bond ETF (TLT) and the S&P 500 Dynamic Participation Index (SPXDPU1).

Key commercial terms

• Contingent coupon: ≥7.40% p.a. (set on pricing 29-Jul-2025), paid monthly only if the worst performer’s closing value ≥80% of its initial value.
• Autocall feature: Monthly after the first year; called at par plus coupon if the worst performer ≥100% of its initial value on any valuation date.
• Downside buffer: 15%. If not autocalled and the worst performer falls >15%, investors lose principal point-for-point beyond the buffer.
• Maturity payment (31-Jul-2030): $1,000 if buffer holds; otherwise $1,000 + [$1,000 × (return + 15%)]. Minimum redemption $150 based on hypotheticals.
• Credit exposure: Payments depend on the senior unsecured obligations of Citigroup Global Markets Holdings Inc. and the guarantee of Citigroup Inc.

Illustrative outcomes

• Interim valuation: If worst return ≥-0.01%, note is redeemed at $1,006.167 (principal + coupon). Once return turns negative, coupon drops to $6.167 and principal is not repaid until maturity.
• Final valuation: Principal fully protected down to -15%. Deeper losses scale to a hypothetical $650 at -50% and $150 at -100%.

Primary risks: investors may receive no coupons, may lose up to 85% of principal, have no upside beyond coupons, face correlation risk between two diverse assets, and must absorb Citigroup credit risk. The notes are not exchange-listed and are expected to price below issue value in secondary markets.