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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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EIGHTCO HOLDINGS INC. (Name of Issuer) |
Common Stock, par value $0.001 (Title of Class of Securities) |
22890A302 (CUSIP Number) |
09/09/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 22890A302 |
| 1 | Names of Reporting Persons
BITMINE IMMERSION TECHNOLOGIES, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,698,630.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.54 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
EIGHTCO HOLDINGS INC. | |
| (b) | Address of issuer's principal executive offices:
101 Larry Holmes Drive, Suite 313, Easton, PA 18042. | |
| Item 2. | ||
| (a) | Name of person filing:
BITMINE IMMERSION TECHNOLOGIES, INC. | |
| (b) | Address or principal business office or, if none, residence:
10845 Griffith Peak Dr. #2
Las Vegas, NV 89135 | |
| (c) | Citizenship:
Delaware | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 | |
| (e) | CUSIP No.:
22890A302 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Row 9 of the Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. The Reporting Person's ownership of the Issuer's securities consists of 13,698,630.00 shares of Common Stock acquired pursuant to the Securities Purchase Agreement, dated September 8, 2025, between the Issuer and the Reporting Person. | |
| (b) | Percent of class:
Row 11 of the Reporting Person's cover page to this Schedule 13G sets forth the percentages of the Common Stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. The percentage set forth in row 11 is based upon 181,474,997 shares outstanding as of September 9, 2025, based on disclosures in the Issuer's Registration Statement on Form S-3 filed on September 11, 2025. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Row 5 of the Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by the Reporting Person as of and is incorporated by reference. The power to direct the voting and disposition of the securities beneficially owned by the Reporting Person is exercised by the board of directors of the Reporting Person (the "Board"), which is currently composed of more than three members. All investment and voting decisions with respect to such securities are made by the Board by majority vote (or such other method as may be provided in the Board's governing documents). No single director of the Reporting Person has the power to individually direct the voting or disposition of any of the securities reported herein. Accordingly, the individual members of the Board expressly disclaim beneficial ownership of the securities reported herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or otherwise. | ||
| (ii) Shared power to vote or to direct the vote:
Not Applicable. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Row 7 of the Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by the Reporting Person as of and is incorporated by reference. The power to direct the voting and disposition of the securities beneficially owned by the Reporting Person is exercised by the Board, which is currently composed of more than three members. All investment and voting decisions with respect to such securities are made by the Board by majority vote (or such other method as may be provided in the Board's governing documents). No single director of the Reporting Person has the power to individually direct the voting or disposition of any of the securities reported herein. Accordingly, the individual members of the Board expressly disclaim beneficial ownership of the securities reported herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or otherwise. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Not Applicable. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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