BITMINE IMMERSION TECHNOLOGIES, INC.
For the period ended Aug 31, 2026. Filed Nov 10, 2026.
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FY2026 · Filed Nov 10, 2026
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Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of August 31, 2026. Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the SEC's rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management recognizes that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving its objectives and that management necessarily applies judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As discussed below in Management's Report on Internal Control Over Financial Reporting, management identified material weaknesses in internal control over financial reporting as of August 31, 2026. Accordingly, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of August 31, 2026.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting ("ICFR"), as such term is defined in Exchange Act Rule 13a-15(f). Management assessed the effectiveness of the Company's internal control over financial reporting as of August 31, 2026 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013).
Management concluded that the Company's ICFR was not effective as of August 31, 2026 due to the continued existence of material weaknesses in internal control over financial reporting.
Material Weaknesses
As previously disclosed, management identified material weaknesses in ICFR as of August 31, 2025, resulting from deficiencies across the five components of the COSO Internal Control-Integrated Framework, including the control environment, risk assessment, control activities, information and communication, and monitoring activities. Specifically, we determined that our internal controls were not appropriately designed or operating effectively across all five components of the COSO Internal Control, Integrated Framework (2013): Control Environment, Risk Assessment, Control Activities, Information and Communication, and Monitoring Activities. As described below, these deficiencies, in aggregate and individually, create a reasonable possibility that a material misstatement of our annual and/or interim financial statements would not be prevented or detected on a timely basis. Accordingly, management has concluded that our ICFR was not effective as of August 31, 2025.
Control Environment: We did not maintain an effective control environment or an adequate corporate governance structure. We lacked a sufficient complement of personnel with the appropriate level of accounting knowledge, training, and experience to reliably execute internal control responsibilities. This shortage of qualified accounting staff, combined with limited oversight, contributed to ineffective segregation of duties.
Risk Assessment: We did not have any formal process to identify and assess risks of material misstatement to our financial statements, including risks of fraud. As a result, significant risks were neither identified nor mitigated by internal controls.
Control Activities: Due to the ineffective control environment and the absence of risk assessment, we failed to design and implement effective control activities for the accounting and financial reporting processes. We did not have documented accounting policies and standard operating procedures to facilitate complete, accurate, and timely financial reporting and disclosures.
Information and Communication: We did not establish effective information and communication processes to support our internal control system. Employees were not adequately informed of their control responsibilities and key control activities, leading to inconsistent execution of the limited control activities that did exist. Additionally, we did not design and maintain effective information technology (“IT”) general controls for information systems that are relevant to the preparation of our financial statements. These IT control deficiencies, in aggregate, create a reasonable possibility that data underlying financial reporting could be incomplete or inaccurate.
Monitoring Activities: We did not design and implement an effective monitoring system to assess the performance of our internal controls over time. There was no internal audit function or any equivalent program for conducting ongoing or separate evaluations of control effectiveness. We did not perform periodic reviews or testing of controls to determine whether they were operating as intended.
During fiscal 2026, the Company undertook remediation activities to address deficiencies related to the control environment, risk assessment, control activities, information and communication, and monitoring activities. Key actions included:
Engaging third-party advisors to assist with accounting, tax, financial reporting, SOX compliance, and remediation activities;
Implementing an ERP system as the Company's primary financial reporting and accounting system;
Expanding and enhancing accounting, finance, and compliance resources to operate control activities;
Advancing the design and implementation of entity-level controls aligned to the COSO framework, prioritizing higher-risk areas;
Designing and implementing key business process controls and information technology general controls supporting financial reporting.
Notwithstanding these remediation efforts, management determined that the material weaknesses had not been fully remediated as of August 31, 2026. Certain controls had not been fully designed and implemented as of August 31, 2026, and many controls implemented during fiscal 2026 had not operated for a sufficient period of time to demonstrate consistent operation. Accordingly, management concluded that material weaknesses continued to exist as of August 31, 2026.
These material weaknesses, individually and in the aggregate, create a reasonable possibility that a material misstatement of the Company's annual or interim financial statements would not be prevented or detected on a timely basis.
Remediation Plan
Management remains committed to the remediation of the material weaknesses described above. The Company's remediation efforts are ongoing and include continuing to operate and enhance newly implemented controls, completing operating effectiveness testing, strengthening monitoring activities, and addressing any deficiencies identified through testing.
The material weaknesses will not be considered remediated until the relevant controls have operated for a sufficient period of time and management concludes, through testing, that the controls are designed and operating effectively.
Although management believes the remediation activities undertaken during fiscal 2026 have significantly strengthened the Company's internal control environment, there can be no assurance that such measures will fully remediate the material weaknesses or prevent future deficiencies. Management will continue to monitor the effectiveness of its remediation efforts and make changes it determines to be appropriate.
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting because, as a non-accelerated filer and an emerging growth company, we are not required to provide such a report.
Changes in Internal Control Over Financial Reporting
Except with respect to the remediation measures described above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation of such internal control required by Rules 13a-15(d) and 15d-15(d) under the Exchange Act that occurred during the quarter ended August 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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