Form SCHEDULE 13D Eightco Holdings Inc. Filed by: BITMINE IMMERSION TECHNOLOGIES, INC.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Eightco Holdings Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
BITMINE IMMERSION TECHNOLOGIES 800 CONNECTICUT AVENUE,, NORWALK, CT, 06854 203-401-8200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/10/2026 (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, 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 be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
BITMINE IMMERSION TECHNOLOGIES, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
100,655,143.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
31.94 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Items 8, 10 and 11 consist of (i) 13,698,630 shares of common stock, par value $0.001 ("Common Stock") of Eightco Holdings Inc. (the "Issuer") acquired pursuant to that certain Securities Purchase Agreement, dated September 8, 2025, between the Issuer and the Reporting Person and (ii) 86,956,513 shares of Common Stock acquired in open market purchases.
Item 13 is based on 315,141,681 shares of Common Stock outstanding as of March 16, 2026, as reported by the Issuer on March 17, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
Eightco Holdings Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
101 Larry Holmes Drive, Suite 313,, Easton,
PENNSYLVANIA
, 18042. |
| Item 2. | Identity and Background |
| (a) | BITMINE IMMERSION TECHNOLOGIES, INC. |
| (b) | 800 CONNECTICUT AVENUE, NORWALK, CT 06854 |
| (c) | Reporting Person's principal business is to maximize ETH per share and advance the Ethereum ecosystem through strategic treasury management and native protocol participation. |
| (d) | During the five years preceding the date of this filing, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | See response to (d). |
| (f) | Delaware. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On March 11, 2026, the Issuer and the Reporting Person entered into an investment commitment letter pursuant to which the Reporting Person committed to purchase shares of Common Stock for an aggregate purchase price of not less than $75,000,000. The source of funds for this investment is the Reporting Person's general working capital. | |
| Item 4. | Purpose of Transaction |
The information in Items 3, 5 and 6 of this Schedule 13D is incorporated herein by reference.
The Common Stock reported herein was acquired for investment purposes.
The Reporting Person may make additional purchases of the Issuer's securities depending on the Issuer's business, prospects and financial condition, the market for the Issuer's securities, general economic conditions, money and stock market conditions and other future developments. The Reporting Person reserves the right to dispose of some or all of the Common Stock.
Except as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, the Reporting Person, at any time and from time to time, may review, reconsider and change its position and/or change its purpose and/or develop such plans. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information contained on the cover page of this Schedule 13D is incorporated herein by reference. |
| (b) | The information contained on the cover page of this Schedule 13D is incorporated herein by reference. |
| (c) | Except as set forth in this Schedule 13D, the Reporting Person has not effected any transaction in Common Stock in the past 60 days. |
| (d) | None. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in or incorporated by reference in Items 3, 4 and 5 of this Schedule 13D is incorporated by reference into this Item 6. Thomas Lee, Executive Chairman of the Reporting Person, was appointed to the Board of Directors of the Issuer on March 10, 2026.
Except as described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships with respect to securities of the Issuer between the Reporting Persons and any other person, with respect to the Common Stock of the Issuer. |
| 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.
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