What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-05-30 · 172 added, 321 removed, 220 unchanged (69% of the section changed)

3 unchanged sentences

2025 and 2024.

It is supplemental to, and should be read in conjunction with, our financial statements for the period January 8, 2021

(inception) through December 31, 2024 and the accompanying notes for such period included in our Current Report on Form 8-K filed with

the Securities and Exchange Commission, or SEC, on April 4, 2022.

Our financial statements are prepared in accordance with accounting

principles generally accepted in the United States of America (“GAAP”).

Financial information presented in this MD&A

is presented in United States dollars (“$” or “US$”), unless otherwise indicated.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States

of America (“GAAP”).

Financial information presented in this MD&A is presented in United States dollars (“$”

or “US$”), unless otherwise indicated.

information about us provided in this MD&A, including information incorporated by reference, may contain “forward-looking statements”

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trading, our BESS systems will provide critical support to compensate for the lack of supply from the current outdated energy grid infrastructure.

addition to energy arbitrage, our BESS assets are positioned to provide essential grid services, including frequency regulation, voltage

support, and emergency backup during grid outages.

Frequency regulation refers to the rapid response to changes in grid frequency, maintaining

stability and preventing potential grid failures.

Voltage control enhances the quality and reliability of power supplied to consumers.

The rapid response capabilities also maintain stability for key infrastructure during outages via immediate response to fluctuations

in voltage and frequency.

By reducing demand imbalances at peak times, known as peak shaving, we hope to flatten the energy demand and

lower electricity costs for consumers.

By integrating advanced EMS controls, we aim to optimize the dispatch timing and increase the

overall economic value of stored energy, delivering both reliable performance efficient operation in dynamic market conditions.

will enable more flexible and adaptive grid operations, accommodating dynamic energy flows and diverse generation sources.

These ancillary

services both relieve grid stress, offer additional potential revenue streams, and maximize likelihood of punctual project development

within budget and ensure product quality standards.

We believe we well- positioned to leverage our existing relationships to secure multi-year

customer contracts prior to project construction and integrate cutting-edge battery technologies as they are developed into future developments.

Our systems will also be capable of deferred infrastructure upgrades, which reduce the need for expensive grid infrastructure upgrades

by efficiently managing local supply and demand.

addition to energy arbitrage, our BESS assets are positioned to provide essential grid services, including frequency regulation,

voltage support, and emergency backup during grid outages.

Frequency regulation refers to the rapid response to changes in grid

frequency, maintaining stability and preventing potential grid failures.

Voltage control enhances the quality and reliability of

power supplied to consumers.

The rapid response capabilities also maintain stability for key infrastructure during outages via

immediate response to fluctuations in voltage and frequency.

By reducing demand imbalances at peak times, known as peak shaving, we

hope to flatten the energy demand and lower electricity costs for consumers.

By integrating advanced EMS controls, we aim to

optimize the dispatch timing and increase the overall economic value of stored energy, delivering both reliable performance and

efficient operation in dynamic market conditions.

Our systems will enable more flexible and adaptive grid operations, accommodating

dynamic energy flows and diverse generation sources.

These ancillary services both relieve grid stress, offer additional potential

revenue streams, and maximize likelihood of punctual project development within budget and ensure product quality standards.

believe we are well-positioned to leverage our existing relationships to secure multi-year customer contracts prior to project

construction and integrate cutting-edge battery technologies as they are developed into future developments.

Our systems will also

be capable of deferred infrastructure upgrades, which reduce the need for expensive grid infrastructure upgrades by efficiently

managing local supply and demand.

expect our BESS projects to be located alongside traditional power transmission lines or near large offtakers with high energy demands,

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The Redbird and Wildfire projects are prioritized, as they are closest to a ready-to-build status.

The current progress

of our portfolio of 23 BESS projects and 13 Solar Projects are included in the table below:

Energy LLC BESS Projects:

Projects (2) (3) (4)

Redbird BESS (1)

ERCOT-Houston

$ 160,000,000

Wildfire BESS (1)

$ 160,000,000

$ 100,000,000

TPLT 1-10 BESS

$ 160,000,000

WR Ranch TX BESS 1

$ 185,000,000

X-One Solar Ranch 1

$ 160,000,000

Dunton Ranch 1

$ 160,000,000

Aldahra Farm 1

$ 160,000,000

Aldahra Farm 2

$ 160,000,000

BL PJM BESS 1

BL PJM BESS 2

Gibbs Ranch BESS 1

DeSoto Parish

$ 185,000,000

Gibbs Ranch BESS 2

DeSoto Parish

$ 185,000,000

DeSoto Parish

$ 185,000,000

DeSoto Parish

$ 185,000,000

Neighbors BESS 1

DeSoto Parish

$ 185,000,000

$ 3,165,000,000

15% Engineering complete with 30% attainable in 45 days.

At Project Financing, Engineering will be with third party contractor.

and connection component procurement is expected to be 6 to 9 months after funding has been secured

Construction is expected to be 2-3 months, after funding is secured and battery and connection procurement arrives on site.

Project Financing is currently secured for these projects and no milestone will be achieved until financing is secured.

contractual arrangements have been executed with third parties to construct.

contractual arrangements have been executed with customers.

of Intent (LOI) for land lease originally executed but expired.

for land lease

and/or no permit required letter is estimated to be complete 90 - 150 days after funding is secured for the project.

This includes

This includes Jurisdictional Waters of U.S.

Delineation, Protected Species Habitat Assessment, Cultural Resources Review & Consultation,

FAA Filing, Approved Jurisdictional Determination Request, Wildlife Agency Consultation, Bird and Wildlife Conservation Strategy,

Unanticipated Discovery Plan (UDP), Final Interconnection Permit.

main components of the Estimated cost of the Project are (a) 75% Purchased Equipment including but not limited to batteries and electrical

interconnections, (b) 17% construction costs and labor for system set up, (c) 6% project financing costs and fees and (d) 2% milestone

development fees.

are targeting obtaining financing for 2 to 3 projects each fiscal year depending on respective project capital needs.

Wildfire projects are anticipated to be the first to be financed given they are closest to a ready to build status.

We will be maintaining

and moving forward the development status of the projects not yet funded by managing the various aspects of the project as required.

Funding is initially being sought from tier one lenders and alternative financing institutions currently funding renewable energy

We currently are focusing our efforts on the BESS projects for financing and operations and with the current project profile

expect to have an 8 to 9 year pipeline of existing BESS projects.

If for any reason a project is not developed or constructed due

to lack of funding we will either sell the project in its current development stage, partner with another group on that specific

BESS project or close down the project if it is no longer seen to be a viable project.

Energy LLC Solar Projects:

Solar Projects (1) (2) (3) (4) (5) (6) (11)

Redbird Solar

ERCOT-Houston

$ 125,000,000

$ 150,000,000

TPL EPE Solar

X-One Solar Ranch 3

X-One Solar Ranch 4

Aldahra Farm 1 Solar

$ 315,000,000

Aldahra Farm 2 Solar

$ 315,000,000

$ 2,056,000,000

Engineering complete with 30% attainable in 180 days.

At Project Financing, Engineering would be with third party contractor.

and connection component procurement is expected to be 6 to 9 months after funding has been secured

Construction is expected to be 2-3 months, after funding is secured and battery and connection procurement arrives on site.

Project Financing is currently secured for these projects and no milestone will be achieved until financing is secured.

contractual arrangements have been executed with third parties to construct.

contractual arrangements have been executed with customers.

of Intent (LOI) for land lease originally executed but expired.

for land lease

and/or no permit required letter is estimated to be complete 90 - 150 days after funding is secured for the project.

This includes

This includes Jurisdictional Waters of U.S.

Delineation, Protected Species Habitat Assessment, Cultural Resources Review & Consultation,

FAA Filing, Approved Jurisdictional Determination Request, Wildlife Agency Consultation, Bird and Wildlife Conservation Strategy,

Unanticipated Discovery Plan (UDP), Final Interconnection Permit.

main components of the Estimated cost of the Project are (a) 60% Purchased Equipment including but not limited to solar panels and

electrical interconnections, (b) 32% construction costs and labor for system set up, (c) 6% project financing costs and fees and

(d) 2% milestone development fees.

are focusing our project financing efforts on our BESS projects.

We will be maintaining and moving forward the development status

of the Solar projects by managing the various aspects of the project as required with minimal capital requirement.

If for any reason

a project is not developed or constructed due to lack of funding we will either sell the project in its current development stage,

partner with another group on that specific solar project or close down the project if no longer seen to be a viable project

Energy Corporation was incorporated under the laws of Delaware on March 4, 1998.

The Company acquired Bitech Mining Corporation

(“BTM”) on March 31, 2022 pursuant to a Share Exchange Agreement.

Pursuant to the Share Exchange Agreement we acquired

an aggregate of 673,659 shares of BTM’s common stock representing 100% of the issued and outstanding shares of

BTM in exchange for an aggregate of 9,000,000 shares of the Company’s newly authorized Series A Convertible

Preferred Stock.

Effective June 27, 2022, each share of Series A Preferred Stock automatically converted into 0.385541 shares (an

aggregate of 3,469,866 shares) of the Company’s Common Stock upon filing of an amendment to its Certificate of Incorporation

increasing the number of the Company’s authorized common stock to 1,000,000,000.

Upon conversion of the Series A Preferred

Stock, the former share owners of BTM held, in the aggregate, approximately 96% of the issued and outstanding shares of

the Company’s capital stock on a fully diluted basis.

Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and BTM is considered

the acquirer for accounting purposes.

As a result of the Share Exchange and the change in our business and operations, a discussion of

the past financial results of our predecessor, Spine Injury Solutions Inc., is not pertinent, and under applicable accounting principles,

the historical financial results of BTM, the accounting acquirer, prior to the Share Exchange are considered our historical

financial results.

The Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the

State of Delaware on April 29, 2022 to change its name to Bitech Technologies Corporation.

On January 28, 2025, the Company filed a Certificate of Amendment to its Certificate to Incorporation to:

a reverse stock split of its common stock, par value $0.001 per share (the “Common Stock”) at a ratio of 1 post-split share

for every 140 pre-split shares;

and (ii) to change the name of the Company to Bimergen Energy Corporation.

The Company acquired Bitech Mining Corporation (“BTM”)

on March 31, 2022 pursuant to a Share Exchange Agreement.

Pursuant to the Share Exchange Agreement we acquired an aggregate of 673,659

shares of BTM’s common stock representing 100% of the issued and outstanding shares of BTM in exchange for an aggregate of 9,000,000

shares of the Company’s newly authorized Series A Convertible Preferred Stock.

Effective June 27, 2022, each share of Series A

Preferred Stock automatically converted into 0.385541 shares (an aggregate of 3,469,866 shares) of the Company’s Common Stock upon

filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock to 1,000,000,000.

Upon conversion of the Series A Preferred Stock, the former share owners of BTM held, in the aggregate, approximately 96% of the issued

and outstanding shares of the Company’s capital stock on a fully diluted basis.

Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and BTM is considered the

acquirer for accounting purposes.

As a result of the Share Exchange and the change in our business and operations, a discussion of the

past financial results of our predecessor, Spine Injury Solutions Inc., is not pertinent, and under applicable accounting principles,

the historical financial results of BTM, the accounting acquirer, prior to the Share Exchange are considered our historical financial

The Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of

Delaware on April 29, 2022 to change its name to Bitech Technologies Corporation.

On January 28, 2025, the Company filed a Certificate

of Amendment to its Certificate to Incorporation to:

(i) effect a reverse stock split of its common stock, par value $0.001 per share

(the “Common Stock”) at a ratio of 1 post-split share for every 140 pre-split shares;

and (ii) to change the name of the

Company to Bimergen Energy Corporation.

April 24, 2024 (the “Closing”) the Company completed the acquisition of Emergen in accordance with the MIPA whereby the Company

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the “Development Projects”).

The Company agreed that following the Closing, the Company would take all commercially reasonable

steps necessary to uplist the Company to the NASDAQ stock exchange.

The Company’s uplist to NASDAQ in connection with the consummation

of the offering contemplated in this prospectus will satisfy the terms set forth in the Closing.

December 2023, Bimergen received an initial purchase order from a strategic customer to implement a Building

Energy Management System (BEMS) Virtual Power Plant (VPP) Program designed to save electricity for approximately 4,000 multi-dwelling

units (MDUs).

This customer is working with PJM, a Regional Transmission Organization (RTO) that coordinates the movement of wholesale

electricity in the District of Columbia in the U.S.

and all or parts of 13 states including Delaware, Illinois, Indiana, Kentucky, Maryland,

Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia.

We believe that our BEMS solutions can

benefit building owners who get paid by RTOs for energy saving bonuses, which is in alignment with federal reward programs initiated

Department of Energy (DoE).

Our real time BEMS solutions are being designed to reduce energy consumption and enhance personalized

temperature control options and comfort levels for tenants living in these MDUs.

As of the date of this filing, the customer has yet

to make the payment for us to commence production on this project and there has been no update since receipt of the purchase order.

following agreements were entered into on the date of Closing as provided for in the MIPA:

Management Services Agreement

the Closing, the Company and Emergen entered into a Project Management Services Agreement (the “PMSA”) with Energy Independent

Partners LLC (“Energy Independent Partners”), an entity owned or controlled by Mr.

Pursuant to the terms of the

PMSA, Energy Independent Partners is obligated to provide the following project management services in connection with the development

and operation of each of the Development Projects (collectively, the “Services”):

(i) assist as needed with qualifying the

Development Projects for financing;

(ii) assist as needed with obtaining all permits required for development of the Development Projects

which have sufficient rights to use all necessary real property, and for which the applicable draft interconnection agreement has been

received for the Development Projects (“RTB Status”);

and (iii) if Emergen foregoes the development of a Development Project,

Energy Independent Partners will assist the Company as needed with marketing the Development Project to a third party or develop and

retain the Development Project outside of Emergen.

The Issuer agreed to pay Energy Independent Partners the following fees for providing the Services:

the closing of the acquisition of Emergen, the Company and Emergen entered into a Project Management Services Agreement (the “PMSA”)

with Energy Independent Partners LLC (“Energy Independent Partners”), an entity owned or controlled by Mr.

was amended on August 24, 2024 and again on April 24, 2025 to clarify the payments of certain fees to Emergen under the PMSA.

to the terms of the PMSA, Energy Independent Partners is obligated to provide the following project management services in connection

with the development and operation of each of the Development Projects (collectively, the “Services”):

(i) assist as needed

with qualifying the Development Projects for financing;

(ii) assist as needed with obtaining all permits required for development of

the Development Projects which have sufficient rights to use all necessary real property, and for which the applicable draft interconnection

agreement has been received for the Development Projects (“RTB Status”);

and (iii) if Emergen foregoes the development of

a Development Project, Energy Independent Partners will assist the Company as needed with marketing the Development Project to a third

The Company agreed to pay Energy Independent Partners the following fees for providing the Services:

Development Fees .

In consideration of the provision of the Services related to the BESS Development Projects, and subject to the

terms and conditions herein, during the Term, Bitech shall pay EIP the following amounts per BESS Development Project:

$0.035 per W for

each applicable BESS Development Project, subject to such BESS Development Project achieving sufficient project specific equity or debt

financing from third parties to fund the payment of the fees (“BESS Development Fees”).

Currently, the Company is focusing

on developing the BESS projects and the total fees related to all 23 of the BESS projects would be the $0.035 per watt multiplied by

the estimated capacity 1.965 GW (1,965,000,000 watts) or approximately $69 million.

In consideration of the provision of the Services related to the BESS Development Projects, and subject to

the terms and conditions herein, during the Term, The Company shall pay EIP the following amounts per BESS Development Project:

per W for each applicable BESS Development Project, subject to such BESS Development Project achieving sufficient project specific

equity or debt financing from third parties to fund the payment of the fees (“BESS Development Fees”).

Currently, the

Company is focusing on developing the BESS projects and the total fees related to all 23 of the BESS projects would be the $0.035

per watt multiplied by the estimated capacity 1.965 GW (1,965,000,000 watts) or approximately $69 million.

Development Fees .

In consideration of the provision of the Services related to the Solar Development Projects, and subject to the

terms and conditions herein, during the Term, Bitech shall pay EIP the following amounts per Solar Development Project:

for each applicable Solar Development Project, subject to such Solar Development Project achieving sufficient project specific equity

or debt financing from third parties to fund the payment of the fees (“Solar Development Fees”).

The Solar projects still

in the Emergen portfolio have an estimated capacity of 1.640 GW and would have Solar Development Fees of approximately $57 million if

In consideration of the provision of the Services related to the Solar Development Projects, and subject to

the terms and conditions herein, during the Term, The Company shall pay EIP the following amounts per Solar Development Project:

$0.035 per W for each applicable Solar Development Project, subject to such Solar Development Project achieving sufficient project

specific equity or debt financing from third parties to fund the payment of the fees (“Solar Development Fees”).

Solar projects still in the Emergen portfolio have an estimated capacity of 1.640 GW and would have Solar Development Fees of approximately

$57 million if developed.

any Development Projects pursuant to the Agreement are sold by Emergen to a third-party then EIP would be due the greater of:

unpaid project’s specific BESS Development Fees or Solar Development Fees defined in the PMSA agreement;

or (ii) 62.5% of the proceeds

less any project specific BESS Development Fees or Solar Development Fees paid previously.

any unpaid project’s specific BESS Development Fees or Solar Development Fees defined in the PMSA agreement;

or (ii) 62.5%

of the proceeds less any project specific BESS Development Fees or Solar Development Fees paid previously.

Development Fees .

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nor Solar Development Projects, located in the United States in which the Company engages during the term of the PMSA (the “Other

Development Projects”), the Company shall pay Energy Independent Partners the higher of either (a) fifty percent (50%) of the gross

margin or (b) $0.02 per watt in cash, subject to such Other Development Project achieving RTB Status (the “Other Development Fees”).

of Payment of Fees

BESS Development Fees shall be due and payable upon (i) Bitech, or any of its Affiliates, receiving project financing directly related

to and collateralized by BESS Projects, this specifically excludes any general public or private offerings by Bitech not directly related

to financing a BESS Project, and (ii) when a BESS Project’s financing funding terms is sufficient to pay the project specific Development

Development Projects”), the Company shall pay Energy Independent Partners the higher of either (a) fifty percent (50%) of the

gross margin or (b) $0.02 per watt in cash, subject to such Other Development Project achieving RTB Status (the “Other Development

of Payment of Fees The BESS Development Fees shall be due and payable upon (i) The Company, or any of its Affiliates, receiving

project financing directly related to and collateralized by BESS Projects, this specifically excludes any general public or private

offerings by the Company not directly related to financing a BESS Project, and (ii) when a BESS Project’s financing funding

terms is sufficient to pay the project specific Development Fees.

EIP will be paid on the same timing as the funding terms.

if the terms for development fees are 50% at acceptance,

40% RTB and 10% at COD then EIP will be paid as the project development fees are funded.

fees will be recorded as liabilities once the above contingencies and milestones are met, the most important being that of appropriate

project financing enabling payment of these fees.

of Payment Clause:

Within ninety (90) days (i) of the effective date of a Change of Control or (ii) the removal of Cole W.

an employee or consultant to Emergen and/or the head of the BESS and Solar Division of Bimergen Energy, any remaining BESS Initial Fee

and Solar Initial Fee shall become due and payable.

A “Change of Control” shall be deemed to have occurred if, after the

Effective Date, (x) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”)) of securities representing more than 50% of the combined voting power of the Company is acquired by any “person”

as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary of the Company, or any trustee or

other fiduciary holding securities under an employee benefit plan of the Company);

(y) the merger or consolidation of the Company with

or into another corporation where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately

after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly,

shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities

in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership

of the Company immediately prior to such merger or consolidation;

or (z) the sale or other disposition of all or substantially all of

the Company’s assets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company’s

assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by

shareholders of the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of

the Company immediately prior to such sale or disposition.

any Development Projects pursuant to the Agreement are sold by Emergen to a third-party then EIP would be due the greater of:

unpaid project’s specific BESS Development Fees or Solar Development Fees defined in Section 2.06;

or (ii) 62.5% of the proceeds

less any project specific BESS Development Fees or Solar Development Fees paid previously.

timing and other requirements for the payment of Other Development Fees shall be as agreed in writing by the parties to the PMSA via

an addendum to the PMSA prior to the parties undertaking such Other Development Projects.

to the terms and conditions of the PMSA, in addition to the other requirements therein, payment of the BESS Development Fees, the Solar

Development Fees and any Other Development Fees is further contingent upon Cole W.

Johnson (a) remaining an employee or consultant to

Emergen and/or the head of the BESS and Solar Division of the Company and/or (b) as an interest owner in the Energy Independent Partners

during the period of time in which the applicable BESS Development Fees, the Solar Development Fees or Other Development Fees are payable.

Subject to the foregoing, the BESS Development Fees, the Solar Development Fees or Other Development Fees are payable within ten (10)

days of satisfaction of the conditions to payment as discussed above.

for Sale of Development Projects .

In the event the Company decides not to proceed with any Development Project(s), the Company may

elect to sell such Development Project(s) to one or more third parties.

In such event, the Company and Energy Independent Partners agree

to a sales price for the applicable Development Project being sold, and provided that the parties to the PMSA agree that any sale agreement

for such Development Projects shall provide that the buyer thereof shall remain obligated to pay to Energy Independent Partners the BESS

Development Fees and/or the Solar Development Fee(s), as applicable, to the extent not already paid by the Company hereunder, unless

otherwise agreed upon by the Company and Energy Independent Partners.

Termination .

The PMSA may be terminated at any time prior to the expiration of its term:

(a) by the mutual written consent of the parties;

the Company if Energy Independent Partners has violated or breached any of the covenants or agreements of Energy Independent Partners

set forth therein, or any of the representations or warranties of Energy Independent Partners set forth in the PMSA has become inaccurate

or untrue, which violation, breach, inaccuracy or untruth, if reasonable capable of cure, has not been cured by Energy Independent Partners,

within 20 business days after receipt by Energy Independent Partners of written notice thereof from the Company;

Partners if the Company or Emergen has violated or breached any of the covenants or agreements of the Company or Emergen set forth in

the PMSA, or any of the representations or warranties of the Company or Emergen set forth in the PMSA has become inaccurate or untrue,

which violation, breach, inaccuracy or untruth, if reasonable capable of cure, has not been cured by the Company or Emergen, within 20

business days after receipt by the Company of written notice thereof from Energy Independent Partners;

or (d) by any party, if a court

of competent jurisdiction or other governmental authority shall have issued an order or taken any other action permanently restraining,

enjoining or otherwise prohibiting the Combination or the transactions contemplated by the PMSA and such order or action shall have become

final and nonappealable.

Any of the Parties has a right to seek specific performance of the other parties’ obligations under the

PMSA in lieu of its right to terminate the agreement.

Indemnification .

Subject to certain limitations provided for in the PMSA, each of the parties to the PMSA mutually agreed to indemnify and hold harmless

each other and each of their affiliates and each of their respective members, managers, partners, directors, officers, employees, stockholders,

attorneys and agents and permitted assignees to the fullest extent permitted by applicable law, against and in respect of any and all

losses incurred or sustained by such party as a result of or in connection with (i) any breach, inaccuracy or nonfulfillment or the alleged

breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the other party contained

in the PMSA or in any of the additional agreements or any certificate or other writing delivered pursuant hereto;

or (ii) any claim for

brokerage commissions in connection with the transactions contemplated hereby as a result of the actions or agreements of the other party

or any of their representatives.

if the terms for development fees are 50% at acceptance, 40% RTB and 10% at COD then EIP will be paid as the project development

fees are funded.

a more detailed description of the PMSA, please see “Project Management Services Agreement” on page 11.

of the years ended December 31, 2025 and 2024.

have generated no revenues from our primary business for the year ended December 31, 2025 and 2024.

the year ended December 31, 2024, we incurred $2,758,731 of general and administrative expenses compared to $927,726 for the same period

the year ended December 31, 2025, we incurred $4.9 million of general and administrative expenses compared to $2.8 million for the same period

General and administrative expenses have increased during 2025 compared to 2024 as the Company began operations related to Emergen

(acquired April 2024, it’s BESS operation.)

the year ended December 31, 2024, a significant portion of general and administrative expenses was $1,246,182 of stock compensation

expenses compared to $378,559 for the same period in 2023.

Stock compensation expenses are related to stock awards and stock option

valuation over the life of the option.

a result of the foregoing, we had net loss of ($2,757,687) for the year ended December 31, 2024, compared to a net loss of ($920,418)

following its April 2024 acquisition and the expansion of the Company’s BESS operations.

the year ended December 31, 2025, a significant portion of general and administrative expenses was $2.3 million of stock compensation expenses

compared to $1.2 million for the same period in 2024.

Stock compensation expenses are related to stock awards and stock option valuation

over the life of the option.

a result of the foregoing, we had net loss of ($5.0 million) for the year ended December 31, 2025, compared to a net loss of ($2.8 million)

for the year ended December 31, 2024.

and Capital Resources

of December 31, 2024 and 2023, we had total current liabilities of $1,756,985 and $35,229, respectively, and current assets

of $1,028,877 and $163,417, respectively, to meet our current obligations.

As of December 31, 2024, we had working capital of ($728,108),

a decrease of working capital of ($856,296) as compared to December 31, 2023, driven primarily by an increase deferred revenues, accounts payable and accrued expenses.

the year ended December 31, 2024, cash used in operations was ($349,833) which primarily included the net loss of ($2,757,687) partially

offset by $1,246,182 related to stock compensation expense, the issuance of common stock for services of $79,209 and $943,500 increase in deferred revenue.

The Company received and recorded as deferred

revenue a $943,500 deposit payment from the Project Sale Agreement with Bridgelink for an estimated 2.425 GW of

Emergen’s estimated 3.840 GW of solar energy development projects.

The total amount to be received by Emergen for the projects

sold to Bridgelink is expected to be $19,400,000 unless certain of the projects are returned without development to the payment

We have paid EIP $250,000 during 2024 related to the $943,500 deposit and owe an additional $339,688 currently recorded

in due to related party.

EIP will be due 62.5% of the proceeds received related to the Project Sale Agreement.

If the remaining $18.5

million is received from the ultimate purchaser via Bridgelink we will owe EIP $11.5 million for their portion per the agreement.

As of December 31, 2025 and 2024, we had total current liabilities

of $7.8 million and $1.8 million, respectively, and current assets of $3.3 million and $1.0 million, respectively, to meet our current

As of December 31, 2025, we had working capital of ($4.5 million), a decrease of working capital of ($3.7 million) as compared

to December 31, 2024, driven primarily by an increase deferred revenues, accounts payable, accrued expenses and short-term loan due to

related parties.

For the year ended December 31, 2025, cash provided by operations was

$0.9 million which primarily included the net loss of ($5.0 million) partially offset by $2.3 million related to stock compensation

expense, the issuance of common stock for services of $0.2 million and $3.8 million increase in deferred revenue.

Company received and recorded as deferred revenue a $3.6 million payment from Gridspan in December 2025 related to the purchase of BESS

development projects.

The Company received $250,000 from Eos Energy Storage LLC as a one-time, non-refundable payment upon execution

of a Joint Development Agreement.

The Company received and recorded as deferred revenue a $943,500 deposit payment from the Project Sale

Agreement with Bridgelink for an estimated 2.425 GW of Emergen’s estimated 3.840 GW of solar energy development projects in 2024.

The total amount to be received by Emergen for the projects sold to Bridgelink is expected to be $19,400,000 unless certain of the projects

are returned without development to the payment milestones.

We have paid EIP $250,000 during 2024 related to the $943,500 deposit and

owe an additional $339,688 currently recorded in due to related party as of December 31, 2025 and 2024.

EIP will be due 62.5% of the

proceeds received related to the Project Sale Agreement.

If the remaining $18.5 million is received from the ultimate purchaser via Bridgelink

we will owe EIP $11.5 million for their portion per the agreement.

Under the RelyEZ joint venture

arrangement, each accepted project special purpose vehicle entity (“SPV”) is expected to be owned 80% by RelyEZ and 20% by

Emergen until project refinancing.

Following refinancing, the Company may repurchase RelyEZ’s interest at cost plus a stated annual

return in accordance with the governing agreements.

RelyEZ funded $10.0 million into the joint venture during 2025.

As of December 31,

2025, the Company had not contributed capital to the joint venture and no capital call was issued or due from the Company.

evaluated the joint venture under ASC 810 and determined that GridSpan Energy LLC is a variable interest entity (“VIE”) and

that the Company is not the primary beneficiary.

Accordingly, the joint venture is not consolidated in the accompanying consolidated financial

As of December 31, 2025, the

carrying amount of the Company’s recognized interests related to the joint venture was $0.

The Company’s maximum exposure

to loss related to the joint venture primarily consists of its contractual capital commitment of up to $12.5 million, which becomes callable

on a 10% pro rata basis after RelyEZ’s initial $10.0 million funding, together with any other contractual commitments expressly

described in the governing agreements.

The Company did not provide financial support to the joint venture during 2025 beyond the commitments

described above.

During 2025, Emergen entered

into project company purchase and transfer arrangements with GridSpan covering specified battery energy storage projects.

arrangements, the Company received $3.564 million from GridSpan as an advance payment related to future project conveyance and development

As of December 31, 2025, no

project had reached notice to proceed (“NTP”), and no title to any project or project company membership interests had transferred

Accordingly, the amount received from GridSpan remained deferred as of year-end and no revenue or gain was recognized in

the accompanying consolidated financial statements.

In connection with the GridSpan

arrangement, the Company entered into a Cession and Delegation Agreement and a related Parent Company Guarantee intended to provide GridSpan

and RelyEZ with additional contractual enforcement and performance support.

Management concluded that these arrangements did not result

in a transfer of project ownership as of December 31, 2025.

The GridSpan arrangement includes

a contingent refund obligation if specified conditions are not met, including certain financing and project milestone conditions by June

Management evaluated this contingency under ASC 450 and concluded that the likelihood of loss was remote as of December 31,

accordingly, no liability was accrued.

During 2025, Emergen entered

into arrangements with Aggreko and related counterparties in connection with specified battery energy storage projects.

Under an executed

amendment dated December 31, 2025, Emergen paid $1.678 million related to two project companies, Aggreko MSR Grid PC21 LLC and Aggreko

MSR Grid PC36 LLC.

As of December 31, 2025, Emergen remained the 100% owner of those project companies and no onward transfer of project

title or project company membership interests had occurred.

Accordingly, the amount paid was recognized as an intangible asset in the

consolidated financial statements.

During 2025, Emergen also paid $1.886

million in connection with long-lead equipment procurement.

As of December 31, 2025, Emergen was the purchaser of record and held the

associated deposit and refund rights under the relevant procurement arrangements.

Accordingly, the amount was recognized as a vendor

deposit as of year-end.

The Company expects such rights to be assigned in the future only if the applicable project milestones are achieved.

have a history of operating losses.

1 unchanged sentence

We have funded

our operations primarily from equity financing.

our operations primarily from equity financing, short term loans from related parties and accounts payable and accrued liabilities – related parties.

As of December 31, 2025, cash generated from financing activities was not sufficient

32 unchanged sentences

may differ from these estimates under different assumptions or conditions.

our significant accounting policies are described in more detail in Note 2 to our financial statements included in Part II, Item 8 of

this Annual Report on Form 10-K, we believe that the following accounting estimates are those most critical to the judgments and estimates

used in the preparation of our financial statements.

Although our significant accounting policies are described in more

detail in Note 2 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, we believe that

the following accounting estimates are those most critical to the judgments and estimates used in the preparation of our consolidated

financial statements.

measure stock-based option awards made to employees and non-employees based on the estimated fair value of the awards as of the grant

21 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis