UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BITMINE IMMERSION TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
80037L102
(CUSIP Number)
Ryan Ramnath
BITFLAIR MINING CORP.
West Hills Urban Community, Bldg. 6
337 Morne Coco Rd., Unit #635
Petit Valley, Diego Martin
Trinidad and Tobago 151302
(868) 470-7041
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 20, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D/A, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
The information required on the remainder of this cover page shall not be deemed to “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| CUSIP No. 80037L102 | Page 2 of 6 |
| 1 | NAMES OF REPORTING PERSONS
Ryan Ramnath | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
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| 3 | SEC USE ONLY
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| 4 | SOURCE OF FUNDS OO | |||||
| 5 | CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER 3,443,877 Common Shares (1) | ||||
| 8 | SHARED VOTING POWER 0 | |||||
| 9 | SOLE DISPOSITIVE POWER 3,443,877 Common Shares (1) | |||||
| 10 | SHARED DISPOSITIVE POWER 0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,443,877 Common Shares (1) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3,443,877 Common Shares / 9.15% (2)
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| 14 | TYPE OF REPORTING PERSON
IN | |||||
(1) The Reporting Person, Ryan Ramnath, as CEO and President of BITFLAIR MINING CORP., a Canadian corporation, beneficially holds investment and voting power of 3,443,877 shares of the common stock.
(2) Based on 37,633,399 shares outstanding as of the date of this filing.
| CUSIP No. 80037L102 | Page 3 of 6 |
| 1 | NAMES OF REPORTING PERSONS
BITFLAIR MINING CORP. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS OO | |||||
| 5 | CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER 3,443,877 Common Shares (1) | ||||
| 8 | SHARED VOTING POWER 0 | |||||
| 9 | SOLE DISPOSITIVE POWER 3,443,877 Common Shares (1) | |||||
| 10 | SHARED DISPOSITIVE POWER 0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,443,877 Common Shares (1) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3,443,877 Common Shares / 9.15% (2)
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| 14 | TYPE OF REPORTING PERSON
CO | |||||
(1) On or about July 20, 2021, BITFLAIR MINING CORP., a Canadian corporation controlled by Ryan Ramnath for which he is deemed the beneficial owner as CEO and President, entered into an agreement with the Issuer to acquire 3,443,877 shares of the Issuer’s Common Stock in exchange for $51,658.
(2) Based on 37,633,399 shares outstanding as of the date of this filing.
| CUSIP No. 80037L102 | Page 4 of 6 |
| Item 1. | Security and Issuer. |
The class of securities to which this statement relates is the common stock of Bitmine Immersion Technologies, Inc., a Delaware corporation (the “Issuer”), with a par value of $0.0001 (the “Shares”). The address of the principal executive office of the Issuer is 2030 Powers Ferry Rd., SE, Suite 212, Atlanta, GA 30339.
| Item 2. | Identity and Background. |
| (a) | Name: Ryan Ramnath (the “Reporting Person”). |
| (b) | Business address: West Hills Urban Community, Bldg. 6, 337 Morne Coco Rd., Unit #635, Petit Valley, Diego Martin,Trinidad and Tobago 151302. |
| (c) | Present principal employment: The Reporting Person, Mr. Ryan Ramnath was appointed as Chief Operating Officer of the Issuer on July 20, 2021. He is also CEO and President of BITFLAIR MINING CORP., a Canadian corporation. |
| (d) | During the last five (5) years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five (5) years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they are subject to a judgment, decree or final order enjoining final violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a citizen of CANADA. |
| Item 3. | Source and Amount of Funds or Other Consideration. |
Through the Issuer’s offering of common stock at $0.015 per share, BITFLAIR MINING CORP. purchased 3,443,877 common shares of the Issuer on July 16, 2021 for $51,658. As of a result of the acquisition Mr. Ramnath, as CEO and President of BITFLAIR MINING CORP., controls 9.15% of issued and outstanding common shares of the Issuer.
The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3.
| Item 4. | Purpose of Transaction. |
By a written consent dated July 16, 2021, and made effective July 20, 2021, holders of a majority of the Issuer’s issued and outstanding common stock approved a resolution to appoint Jonathan Bates, Raymond Mow, Michael Maloney and Seth Bayles (the “New Directors”) to the board of directors of the Company, and to appoint Jonathan Bates as Chairman. At the same time, the shareholders approved the issuance of 34,749,999 shares of common stock in the Company’s offering of common stock at $0.015 per share. The New Directors or their affiliates acquired an aggregate of 21,450,000 shares of common stock in the offering. As of a result of the acquisition, the New Directors control 56% of issued and outstanding common shares of the Company.
Subsequently, effective July 20, 2021, Mr. Ryan Ramnath was appointed Chief Operating Officer of the Issuer.
The appointment of the New Directors to the Company’s board, and sale to the New Directors of a controlling interest in the Company, were made in order to enable the Company to enter the business of creating a hosting center for Bitcoin mining computers primarily utilizing immersion cooling technology, as well mining the Bitcoin digital currency for its own account.
Mr. Ramnath has plans which relate to, or could result in the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D as follows:
| (a) - (d) | Please refer to paragraphs above. | ||
| (e) | None. | ||
| (f) | Please refer to paragraphs above. | ||
| (g) – (j) | None. |
| CUSIP No. 80037L102 | Page 5 of 6 |
Mr. Ramnath acquired the shares of stock reported in this Schedule 13D for investment purposes. He may in the future acquire additional shares of stock or dispose of some or all of the shares of stock held by them in open-market transactions or privately negotiated transactions, on such terms and at such times as he may deem advisable, subject to applicable law.
Other than as described herein, Mr. Ramnath, as CEO and President of BITFLAIR MINING CORP., does not have any present plans or proposals that would result in any of the actions described in paragraphs (a) through (j) of this Item 4 of Schedule 13D. He reserves the right in the future to formulate any such plans or proposals, and to take any actions with respect to his investment in the Company, including any or all of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
The information set forth in Items 3 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 4.
| Item 5. | Interest in Securities of the Issuer. |
| (a) | The Reporting Person indirectly has beneficial ownership, as CEO and President of BITFLAIR MINING CORP., of 3,443,877 shares / 9.15% of the issued and outstanding shares as of the date of this Schedule 13D. |
| (b) | The Reporting Person has sole power to vote and dispose of 3,443,877 shares, representing approximately 9.15% of the issued and outstanding shares as of the date of this Schedule 13D. |
| (c) | Other than the transactions referred to below, (i) the Reporting Person or, (ii) to the Reporting Persons’ knowledge, the person set forth hereto has not effected any transaction in the Common Stock during the past 60 days.
Through the Issuer’s offering of common stock at $0.015 per share, BITFLAIR MINING CORP. purchased 3,443,877 shares of common stock on July 16, 2021.
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| (d) | No persons other than Mr. Ramnath are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares reported on this Schedule 13D. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
To the best of his knowledge, except as provided herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Ramnath and any other person or entities with respect to any securities of the Issuer.
In addition, the information set forth in Items 3, 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.
| Item 7. | Material to be Filed as Exhibits. |
The following are filed as exhibits to the Schedule 13D:
Not applicable.
| CUSIP No. 80037L102 | Page 6 of 6 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 6, 2021
| By: | /s/ Ryan Ramnath | |
| Ryan Ramnath, an individual | ||
| By: | /s/ Ryan Ramnath | |
| Ryan Ramnath, CEO and President of BITFLAIR MINING CORP. | ||