UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant		o
Filed by a Party other than the Registrant		o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
x	Definitive Additional Materials
o	Soliciting Material Pursuant to § 240.14a-12

BITNILE METAVERSE, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
x	No fee required
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies:
(2)	Aggregate number of securities to which transaction applies:
(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)	Proposed maximum aggregate value of transaction:
(5)	Total fee paid:

o Fee paid previously with preliminary materials:

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:
(2)	Form, Schedule or Registration Statement No.:
(3)	Filing Party:
(4)	Date Filed:

1UPXBitNile Metaverse, Inc.Using a black inkpen, mark your votes with an Xas shown in this example.Please do not write outside the designated areas.03VSDB++Proposals ? The Board of Directors recommend a vote FORProposals 1, 2, 3, 4, 5, 6 and 7.A1. To approve an amendment to our Articles of Incorporation (the"Articles") to effect a reverse stock split of the Common Stockby a ratio of not less than one-for-ten and not more than one-for-one hundred at any time prior to October 15 2024, with theexact ratio to be set at a whole number within this range asdetermined by the Board of Directors in its sole discretion (the"Reverse Stock Split Proposal");2. To approve the amendment to the Articles to increase theauthorized shares of Common Stock from 3,333,333 to500,000,000 (the "Authorized Share Increase Proposal");ForAgainstAbstain3. To approve, for purposes of complying with Listing Rules 5635 and5640 of The Nasdaq Stock Market, LLC, the issuance by theCompany of additional shares of the Company's common stock, parvalue $0.001 per share ("Common Stock") underlying theCompany's Series A Convertible Redeemable Preferred Stock,pursuant to the amendment dated May 8, 2023 (the"Amendment") to the Series A Certificate of Designation datedNovember 28, 2022, without giving effect to any beneficialownership limitations contained therein (the "Series A Proposal");4. To approve, for purposes of complying with Listing Rule 5635 ofThe Nasdaq Stock Market, LLC, the issuance by the Company ofadditional shares of Common Stock underlying the Company'sSenior Secured Convertible Notes and Warrants issued pursuantto the Securities Purchase Agreement dated April 27, 2023 (the"PIPE Proposal");5. To approve, for purposes of complying with Listing Rule 5635 ofThe Nasdaq Stock Market, LLC, the issuance by the Company ofadditional shares of the Common Stock under an Equity Line ofCredit pursuant to the Purchase Agreement dated August 24,2023 (the "ELOC Proposal");7. To approve the adjournment of the Meeting to a later date ortime, if necessary, to permit further solicitation and vote ofproxies if, based upon the tabulated vote at the time of theMeeting, there are not sufficient votes to approve any of theother proposals before the Meeting (the "AdjournmentProposal").6. To approve the reincorporation of the Company from Nevada toDelaware at any time prior to October 15, 2024 (the"Reincorporation Proposal"); andqIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q2023 Special Meeting Proxy CardForAgainstAbstain000001MR A SAMPLEDESIGNATION (IF ANY)ADD 1ADD 2ADD 3ADD 4ADD 5ADD 6ENDORSEMENT_LINE______________ SACKPACK_____________1234 5678 9012 345MMMMMMMMMMMMMMMMMMMMMMMM589274MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND C 1234567890 JNTC123456789MMMMMMMMMMMMMMMMMMM000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 extIf no electronic voting, delete QR code and control #??You may vote online or by phone instead of mailing this card.OnlineGo to www.envisionreports.com/BNMVor scan the QR code ? login details arelocated in the shaded bar below.Save paper, time and money! Sign up for electronic delivery atwww.envisionreports.com/BNMVPhoneCall toll free 1-800-652-VOTE (8683) withinthe USA, US territories and CanadaVotes submitted electronically must bereceived by 9:00 am, Pacific Time, onOctober 16, 2023.Your vote matters ? here's how to vote!

Small steps make an impact.Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/BNMVNotice of 2023 Special Meeting of StockholdersProxy Solicited by Board of Directors for Special Meeting ? October 16, 2023The undersigned, revoking all prior proxies, does hereby appoint Randy May and Jay Puchir, or each of them, with full powers of substitution, the true and lawful attorneys-in-fact,agents and proxies of the undersigned to represent the undersigned at the Annual Meeting of the Shareholders of BitNile Metaverse, Inc., to be held on October 16, 2023, commencingat 9:00 A.M., Pacific Time, to be held virtually via the Internet at www.meetnow.global/MW2VPT7, and at any and all adjournments of said meeting, and to vote all the shares of CommonStock of the Company standing on the books of the Company which the undersigned is entitled to vote as specified and in their discretion on such other business as may properly comebefore the meeting. The matters stated on the reverse side were proposed by the Company, except as indicated.Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR items 1, 2, 3, 4, 5, 6 and 7. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.(Items to be voted appear on reverse side)BitNile Metaverse, Inc.qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qChange of Address ?Please print new address below.Comments? Please print your comments below.Non-Voting ItemsC++Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.Signature 1 ? Please keep signature within the box.Signature 2 ? Please keep signature within the box.Date (mm/dd/yyyy) ? Please print date below.Authorized Signatures ? This section must be completed for your vote to count. Please date and sign below.BThe 2023 Special Meeting of Shareholders of BitNile Metaverse, Inc. be held on Monday, October 16, 2023, at 9:00 am Pacific Time, virtually via the internet at www.meetnow.global/MW2VPT7.To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.

1UPXBitNile Metaverse, Inc.Using a black inkpen, mark your votes with an Xas shown in this example.Please do not write outside the designated areas.03VSEA++Proposals ? The Board of Directors recommend a vote FORProposals 1, 2, 3, 4, 5, 6 and 7.A1. To approve an amendment to our Articles of Incorporation (the"Articles") to effect a reverse stock split of the Common Stockby a ratio of not less than one-for-ten and not more than one-for-one hundred at any time prior to October 15 2024, with theexact ratio to be set at a whole number within this range asdetermined by the Board of Directors in its sole discretion (the"Reverse Stock Split Proposal");2. To approve the amendment to the Articles to increase theauthorized shares of Common Stock from 3,333,333 to500,000,000 (the "Authorized Share Increase Proposal");ForAgainstAbstain3. To approve, for purposes of complying with Listing Rules 5635 and5640 of The Nasdaq Stock Market, LLC, the issuance by theCompany of additional shares of the Company's common stock, parvalue $0.001 per share ("Common Stock") underlying theCompany's Series A Convertible Redeemable Preferred Stock,pursuant to the amendment dated May 8, 2023 (the"Amendment") to the Series A Certificate of Designation datedNovember 28, 2022, without giving effect to any beneficialownership limitations contained therein (the "Series A Proposal");4. To approve, for purposes of complying with Listing Rule 5635 ofThe Nasdaq Stock Market, LLC, the issuance by the Company ofadditional shares of Common Stock underlying the Company'sSenior Secured Convertible Notes and Warrants issued pursuantto the Securities Purchase Agreement dated April 27, 2023 (the"PIPE Proposal");5. To approve, for purposes of complying with Listing Rule 5635 ofThe Nasdaq Stock Market, LLC, the issuance by the Company ofadditional shares of the Common Stock under an Equity Line ofCredit pursuant to the Purchase Agreement dated August 24,2023 (the "ELOC Proposal");7. To approve the adjournment of the Meeting to a later date ortime, if necessary, to permit further solicitation and vote ofproxies if, based upon the tabulated vote at the time of theMeeting, there are not sufficient votes to approve any of theother proposals before the Meeting (the "AdjournmentProposal").6. To approve the reincorporation of the Company from Nevada toDelaware at any time prior to October 15, 2024 (the"Reincorporation Proposal"); andqIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q2023 Special Meeting Proxy CardForAgainstAbstainMMMMMMMMM589274MMMMMMMMMMMM

Notice of 2023 Special Meeting of StockholdersProxy Solicited by Board of Directors for Special Meeting ? October 16, 2023The undersigned, revoking all prior proxies, does hereby appoint Randy May and Jay Puchir, or each of them, with full powers of substitution, the true and lawful attorneys-in-fact,agents and proxies of the undersigned to represent the undersigned at the Annual Meeting of the Shareholders of BitNile Metaverse, Inc., to be held on October 16, 2023, commencingat 9:00 A.M., Pacific Time, to be held virtually via the Internet at www.meetnow.global/MW2VPT7, and at any and all adjournments of said meeting, and to vote all the shares of CommonStock of the Company standing on the books of the Company which the undersigned is entitled to vote as specified and in their discretion on such other business as may properly comebefore the meeting. The matters stated on the reverse side were proposed by the Company, except as indicated.Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR items 1, 2, 3, 4, 5, 6 and 7. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.(Items to be voted appear on reverse side)BitNile Metaverse, Inc.qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q++Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.Signature 1 ? Please keep signature within the box.Signature 2 ? Please keep signature within the box.Date (mm/dd/yyyy) ? Please print date below.Authorized Signatures ? This section must be completed for your vote to count. Please date and sign below.B