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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




X0202 SCHEDULE 13D 0001829311 XXXXXXXX LIVE Common Stock, par value $0.001 per share 03/10/2026 false 0001892492 22890A302 Eightco Holdings Inc. 101 Larry Holmes Drive, Suite 313, Easton PA 18042 BITMINE IMMERSION TECHNOLOGIES 203-401-8200 800 CONNECTICUT AVENUE, NORWALK CT 06854 0001829311 N BITMINE IMMERSION TECHNOLOGIES, INC. WC N DE 0.00 100655143.00 0.00 100655143.00 100655143.00 N 31.94 CO 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. Common Stock, par value $0.001 per share Eightco Holdings Inc. 101 Larry Holmes Drive, Suite 313, Easton PA 18042 BITMINE IMMERSION TECHNOLOGIES, INC. 800 CONNECTICUT AVENUE, NORWALK, CT 06854 Reporting Person's principal business is to maximize ETH per share and advance the Ethereum ecosystem through strategic treasury management and native protocol participation. 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. See response to (d). Delaware. 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. 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. The information contained on the cover page of this Schedule 13D is incorporated herein by reference. The information contained on the cover page of this Schedule 13D is incorporated herein by reference. Except as set forth in this Schedule 13D, the Reporting Person has not effected any transaction in Common Stock in the past 60 days. None. Not applicable. 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. BITMINE IMMERSION TECHNOLOGIES, INC. /s/ Chi Tsang Chi Tsang / Chief Executive Officer 03/20/2026