NYSE: BMNR

Company
Developments

The
Company was originally engaged in digital asset mining and related infrastructure services, including (i) proprietary and synthetic
BTC mining utilizing immersion-cooling technology; (ii) hosting and managed services for institutional customers; and (iii) consulting,
equipment sales and leasing.

Beginning
in the third calendar quarter of 2025, management reoriented the business to prioritize (i) ETH treasury operations; (ii) BTC
ecosystem services, including consulting and advisory engagements and equipment leasing; (iii) facilitation and
optimization of third-party power and hosting arrangements; and (iv) disciplined BTC treasury management while winding down
proprietary self-mining exposure and deferring new site buildouts.

1

We
completed an uplisting of our common stock to the NYSE American in early June 2025, transitioning from the OTCQX Best Market (the
“Uplisting”). Concurrently with our Uplisting, we completed an underwritten public offering of common stock in early
June 2025, and the underwriters subsequently exercised the overallotment option through late June into July 2025. In July 2025, we
established an at-the-market program (our “ATM Program”) pursuant to our shelf registration statement, permitting sales
of up to $20,000,000 of our common stock from time to time, subject to market conditions. Separately, in June and July 2025 we
completed private placement offerings in which we sold equity and equity-linked securities, including to institutional investors, to
advance our ETH Treasury Strategy (as defined below) and for general corporate purposes.

We
deployed proceeds from our June 2025 public offering to initiate a BTC treasury, purchasing approximately 154.167 BTC. Beginning in late
June 2025, we broadened our digital asset treasury strategy to include ETH. Over the course of the third quarter of 2025, we announced
multiple milestones reflecting substantial ETH acquisitions funded in part by private placements and sales under our ATM Program. Our
stated objective is to establish a leading position as an institutional ETH holder alongside our ongoing BTC-focused mining and related
activities.

We
strengthened our governance and management resources to support this growth. In June 2025, we expanded our board of directors (the
“Board”) leadership by appointing Thomas J. Lee, a leader in financial investments and treasury
strategies, as Chairman. We also entered into strategic advisory arrangements to support our capital markets, ETH treasury, and
industry engagement initiatives in July 2025.

Collectively,
these actions reflect the evolution of our strategy to hone a disciplined digital asset treasury program while broadening our
revenue opportunities through an asset-light hashrate procurement and advisory model.

Our
Strategy

Our
business integrates (i) a digital asset treasury anchored in ETH with (ii) an operating platform historically focused on BTC mining and
hosting. We seek to accumulate and hold ETH on a long-term basis within a disciplined treasury framework, and we may participate in staking
or staking-adjacent activities where risk-adjusted returns, liquidity and regulatory considerations are acceptable. We maintain flexibility
to mine or hold BTC when market economics are attractive. We prioritize robust custody, cybersecurity, segregation of duties and counterparty
oversight, and we evaluate opportunities in ETH-adjacent services—including advisory—consistent
with an asset-light operating model.

2

The
principal components of our strategy are:

ETH
Treasury Strategy

We
seek to accumulate and hold ETH on a long-term basis, implementing controls over custody, counterparty exposure, and liquidity. Our strategy
focuses on pursuing opportunities to increase the amount of ETH in the treasury, including through staking, restaking, liquid staking
and other decentralized finance activities. We may deploy ETH into staking or other yield-generative protocols where risk-adjusted returns,
liquidity and regulatory considerations are acceptable. We believe ETH’s role as a programmable settlement asset and its network-driven
cash flows create a compelling long-term investment thesis.

BTC Exposure

We
maintain flexibility to mine or hold BTC when market economics and risk-reward profiles are attractive, leveraging our immersion-cooling
expertise and variable-cost structure. We view our BTC holdings as long-term investments and expect to continue to accumulate BTC. We
have not set a specific target for the amount of BTC we seek to hold and will continue to monitor market conditions to determine whether
to engage in additional financings to purchase more BTC. Our BTC mining operations currently focus on placing new miners with third-party
hosting firms because we do not have the data center capacity to accommodate new miners. Hosting services include the provision of mining
equipment and energized space, as well as monitoring, troubleshooting, repair, and maintenance of customer mining equipment. Over the
long term, we plan to build data centers for our miners because we believe our total cost of operating the miners will be lower than
our total cost using third-party hosting firms.

Our
Holdings

As of November 20, 2025, our combined digital asset
holdings totaled approximately $8,281,532,000, consisting primarily of ETH, along with a smaller BTC position, equity interests in certain
digital asset companies, and cash. Based on publicly available information, the Company reigns as the largest ETH treasury and second
largest global treasury, behind Strategy Inc. (NASDAQ:MSTR), which owns 641,692 BTC valued at $61 billion, as of November 16, 2025. The
Company remains the largest ETH treasury in the world.

3

ETH
and the ETH Ecosystem

Ethereum
is a decentralized, open-source blockchain network enabling programmable smart contracts and decentralized applications. ETH
is the native digital asset of the Ethereum network and is used as the unit of account to pay for transaction fees (“gas”),
validator rewards, and computation. Since its launch in 2015, Ethereum has become the leading programmable settlement layer for decentralized
finance, tokenization, and digital assets infrastructure, and it is the second-largest blockchain by market capitalization. Following
Ethereum’s transition to proof-of-stake consensus in September 2022, the network’s energy consumption declined materially
and a validator-based system for securing the network and earning staking rewards was introduced.

We
believe that the growth and maturation of the Ethereum ecosystem has direct implications for our business model, which integrates (i)
an ETH-anchored corporate treasury focused on disciplined accumulation and risk-managed yield generation, and (ii) a capital-light operating
platform providing Ethereum-adjacent services. We view the following Ethereum ecosystem developments as particularly relevant to our
long-term strategy:

Network
scale and usage. Ethereum’s utility as a programmable settlement layer supports a broad and diversifying set of use cases,
including decentralized exchanges, lending/borrowing protocols, payment rails, identity and credentialing systems, gaming, real-world
asset tokenization, and enterprise blockchain initiatives. We believe continued growth in on-chain activity, measured
by transactions, users, total value locked, active addresses, and L2 throughput, contributes to Ethereum’s network effects and
long-term demand for ETH as a utility asset. In our view, higher ETH usage over the long term may correlate with increased demand
for ETH balances to pay for gas, provide liquidity, and post collateral.

Proof-of-stake
economics and validator infrastructure. Under proof-of-stake, ETH can be staked to help secure the network and earn protocol rewards,
subject to slashing and other performance risks. As staking participation, validator efficiency, and protocol parameters evolve, we expect
market yields to adjust. We believe disciplined, security-first staking and custody practices are a core competency for an institutional
ETH treasury. We may also selectively participate in risk-adjusted yield opportunities that are consistent with our liquidity, compliance,
and counterparty frameworks.

Scaling
via rollups and Layer 2 networks. The Ethereum roadmap contemplates scaling through rollups and Layer 2 (“L2”) solutions
that bundle transactions and settle them on ETH. Increased throughput at lower per-transaction costs may broaden addressable use
cases and drive user adoption. We expect L2 growth to expand the universe of Ethereum-adjacent services—such as tooling, analytics,
governance advisory, and treasuries—that are relevant to our advisory and services offerings.

4

Tokenization
and institutional adoption. Financial institutions and enterprises continue to explore or pilot tokenization of traditional instruments
(such as funds, treasuries, credit, and private assets) and on-chain settlement workflows. We believe tokenization and related market-structure
innovations could increase institutional engagement with ETH, deepen liquidity, and broaden opportunities for regulated custody,
treasury operations, and compliance-aligned yield solutions.

Security,
client protection, and compliance infrastructure. Institutional adoption requires robust custody, cybersecurity, and compliance controls.
Our treasury operations prioritize multi-layer key management, segregation of duties, and independent oversight of custodians and counterparties.
We believe investments in cybersecurity and governance are essential to supporting our ETH strategy and services.

Alignment
with our ETH Treasury Strategy. We seek to grow total ETH holdings over time and to manage our treasury to balance security, liquidity,
and risk-adjusted returns. We may stake ETH to earn rewards and, as appropriate, evaluate participation in related mechanisms (including
liquid staking, restaking, or validator strategies) where we determine the risk-return and liquidity align with our policies and applicable
law. We expect our ETH focus to influence capital allocation, risk management, product development, and service offerings across our
business (the “ETH Treasury Strategy”)

We
believe our public-company governance, treasury discipline, and operating experience in digital asset infrastructure position us to benefit
from long-term Ethereum ecosystem growth. However, ETH prices, staking economics, protocol changes, regulatory developments, market structure
conditions, and security risks are volatile and uncertain and could materially affect our strategy and results of operations.

BTC
Mining Operations

Through
our legacy mining-as-a-service business, we provided turnkey infrastructure and management solutions for institutional clients seeking BTC mining exposure
without direct operational obligations. Our immersion-cooled data centers enhanced power efficiency and hardware longevity over previous
technologies.

Mining-as-a-service included:

● hardware
sales and deployment support;

●
operations management, uptime maximization, and pool payout optimization; and

● financial
reporting and compliance support consistent with GAAP.

Competition

We
compete with:

● public
and private companies holding BTC and/or ETH as treasury assets;

5

●

digital asset miners and market-making firms; and

●

asset managers offering digital asset-exposure products
and yield services.

Competition
is based on access to capital, technology, execution, security, regulatory posture, and reputation. While many competitors possess greater
resources, we believe our public-company structure, treasury focus, and technical expertise provide differentiation.

Market
Cyclicality

Our
results are influenced by digital asset price volatility and transaction activity, all of which fluctuate materially
with macroeconomic and regulatory developments. Historically, our business has not exhibited predictable seasonal trends.

Regulatory
Considerations

We
monitor guidance and enforcement activity by the Securities and Exchange Commission (“SEC”), Commodity Futures Trading
Commission (“CFTC”), Financial Crimes Enforcement Network (“FinCEN”), Internal Revenue Service (“IRS”), and other
authorities. Future changes could impose new licensing, registration, disclosure, or capital requirements that could materially
affect our operations or financial condition.

Human
Capital Resources

As
of August 31, 2025, we employed three individuals (Chief Executive Officer, Chief Financial Officer, and President) and engaged
four dedicated contractors. We strive to attract and retain professionals with expertise in digital assets, engineering,
compliance, and finance. We emphasize integrity, transparency, and risk discipline, support equal-opportunity employment, and
maintain a safe and inclusive workplace. No employees are represented by a labor union, and we have experienced no work stoppages.
We believe our employee relations are good.

Available
Information

Our
website is www.bitminetech.io. We make available free of charge, through the Investor Relations section (www.bitminetech.io/investor-relations),
our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports as
soon as reasonably practicable after electronic filing with or furnishing to the SEC. The SEC maintains a public website at www.sec.gov
containing such filings.

6

We
also maintain a disclosure channel through our website and Investor Relations page to provide broad, non-exclusionary distribution of
information, including updates regarding our digital asset holdings, operations, and management. Information contained on or accessible
through our website, including videos or other online content, is provided solely for convenience and is not incorporated by reference
into this Annual Report or any other SEC filing, unless expressly stated otherwise.