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Item 8. Financial Statements and Supplementary Data

2026-03-31 compared with 2025-05-30 · 618 added, 523 removed, 243 unchanged (82% of the section changed)

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OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Energy Corporation

Opinion on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Bimergen Energy Corporation (“the Company”) as of December

31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for

the years then ended, and the related notes to the consolidated financial statements (collectively referred to as the

“consolidated financial statements”).

our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as

of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years then ended December 31,

2024 in conformity with accounting principles generally accepted in the United States of America.

Company’s Ability to Continue as a Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 1 to the financial statements, the Company has suffered recurring losses from operations and negative cash flows from operating

activities, therefore, the Company has stated that substantial doubt exists about its ability to continue as a going concern.

plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the entity’s management.

18012 Sky Park Circle, Suite 200

Irvine, California 92614

tel 949-852-1600

fax 949-852-1606

www.rjicpas.com

the Board of Directors and

of Bimergen Energy Corporation

on the Financial Statements

have audited the accompanying consolidated balance sheets of Bimergen Energy Corporation (the Company) as of December 31, 2025 and 2024,

and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in

the two-year period ended December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2025 and 2024, and the results of their operations and their cash flows for each of the years in the two-year period ended

December, 2025, in conformity with accounting principles generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on these financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the entity’s internal control over financial reporting.

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

for the Acquisition of Emergen and Related Project Management Services Agreement

described in Note 6 to the consolidated financial statements, in April 2024, the Company completed the acquisition of Emergen Energy

LLC (“Emergen”) pursuant to a Membership Interest Purchase Agreement (“MIPA”), and entered into a Project Management

Services Agreement (“PMSA”) with Energy Independent Partners LLC (“EIP”), an entity owned by a newly appointed

executive of the Company.

The acquisition involved the transfer of development-stage renewable energy projects, and the PMSA established

a framework for future development fee payments to EIP based on project milestones and third-party financing.

Company determined that the acquisition of Emergen did not constitute a business under ASC 805 and was accounted for as an asset acquisition.

The Company further concluded that the development fee payments under the PMSA did not represent contingent consideration, but rather

future compensation for services to be rendered, and were therefore excluded from the purchase price allocation.

identified the accounting for the acquisition of Emergen and the PMSA as a critical audit matter due to the complex and judgmental nature

of evaluating (i) whether the transaction met the definition of a business under ASC 805, (ii) whether the PMSA represented a separate

arrangement for future services or was in-substance deferred purchase price (i.e., contingent consideration), and (iii) the implications

of the Second Amendment to the PMSA executed in 2025 but made effective as of 2024.

These matters required a high degree of auditor judgment

and the involvement of professionals with specialized skills and knowledge in technical accounting.

the Critical Audit Matter Was Addressed in the Audit

audit procedures related to the Company’s accounting for the acquisition of Emergen and the PMSA included the following:

obtained and read the MIPA, the PMSA, and subsequent amendments to assess the nature of the

rights transferred and the obligations created.

evaluated the Company’s accounting policy for business combinations and asset acquisitions.

assessed the Company’s conclusions regarding whether the development fee arrangements

met the definition of contingent consideration under ASC 805 or executory service arrangements

under other applicable guidance.

reviewed the legal opinion obtained by the Company regarding the enforceability and retroactive

effect of the PMSA amendment, and confirmed the intent of the parties through direct correspondence

with the counterparty to the PMSA.

assessed the adequacy of the Company’s related disclosures in the financial statements.

critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements

that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are

material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,

and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the

accounts or disclosures to which they relate.

for the RelyEZ Joint Venture Structure and Related Project Development Funding and Procurement Transactions

the year ended December 31, 2025, the Company, through its wholly owned subsidiary Emergen Energy, LLC, entered into and implemented

a series of interrelated arrangements involving RelyEZ Energy Group, GridSpan Energy LLC, Aggreko, and related project entities in connection

with the development and financing of utility-scale battery energy storage projects.

These arrangements included the formation and funding

of a joint venture vehicle, receipt of significant cash from GridSpan related to future project conveyance and development obligations,

acquisition of project-company interests from Aggreko, and payments for long-lead equipment procurement.

was required to determine whether the joint venture vehicle is a variable interest entity (“VIE”) and whether the Company

is the primary beneficiary under ASC 810;

whether any project-company membership interests or project title had transferred as of year-end;

whether the GridSpan proceeds should remain deferred;

whether the amounts paid for project-company interests and long-lead equipment

should be recognized as assets;

and whether any current or contingent obligations existed at December 31, 2025.

Management concluded

that the joint venture vehicle is a VIE for which the Company is not the primary beneficiary and therefore is not consolidated, that

no project title or membership interests transferred to GridSpan at year-end, that the GridSpan proceeds remained deferred, that the

Aggreko acquisition resulted in project-related intangible assets on consolidation, that the long-lead equipment payment was a deposit-type

asset, and that the related refund and guarantee exposure did not require accrual at year-end.

identified this matter as a critical audit matter because the accounting involved especially challenging and subjective auditor judgment

due to the number of interrelated agreements, the milestone-based transfer and acceptance mechanics, the need to evaluate the substance

of the Company’s rights and obligations as of year-end, and the significance of the related balances and disclosures to the consolidated

financial statements.

the Matter Was Addressed in the Audit

audit procedures related to this critical audit matter included, among others, obtaining an understanding of the relevant

agreements and related transactions, evaluating management’s accounting analysis and conclusions under the applicable

accounting guidance, testing relevant transactions and supporting evidence, and evaluating the related consolidated financial

statement presentation and disclosures.

Financial Statement Accounts and Disclosures

Company’s accounting for the RelyEZ joint venture structure and the related project development, funding, and procurement transactions

is described in Notes 8, 9 and 10 to the consolidated financial statements and affects the Company’s balance sheet accounts including

deferred or contract liability balances, project-related intangible assets and deposits, prepaid or other asset balances, and the related

disclosures concerning variable interest entities, commitments, contingencies, and significant contractual arrangements.

JIMENEZ INTERNATIONAL CPAS

have served as the Company’s auditor since 2025.

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Deferred offering costs

Prepaid expenses and other current assets

Vendor deposits

Prepaid expenses and other

current assets

Total current assets

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liabilities – related parties

Short term loan due to related parties

Accounts payable and accrued

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Total current liabilities

Commitments and Contingencies (See Notes 7 and 12)

Commitments and Contingencies

(See Notes 7 and 14)

Stockholders’ equity

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OPERATING EXPENSES

General & Administrative

and Administrative

Total Operating Expenses

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( 4,928,861 )

( 2,758,731 )

OTHER INCOME (EXPENSE)

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( 4,973,422 )

( 2,757,687 )

(PROVISION) FOR INCOME TAXES

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Stockholders’

Balances, December

December 31, 2023

$ ( 2,017,012 )

Common Stock for Services

Stock Option Compensation

Restricted Stock Awards

Cancelled Stock from SuperGreen

Stock Based Compensation

Sale of Common Stock

Balances, December

Common Stock issued for Emergen Energy, LLC

Cancelled Stock from Litigation Settlement

( 2,757,687 )

Balances, December

$ ( 4,774,699 )

Common Stock for Services

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Sale of Common Stock

Common Stock issued for Emergen Energy, LLC

Cancelled Stock from Litigation Settlement

Common Stock issued for Round Up Fractional

Shares of Reverse Split

Cancelled Stock from Litigation Judgement

( 1,287,694 )

( 4,973,422 )

Balances, December 31, 2024

( 4,973,422 )

Balances, December

$ ( 9,748,121 )

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Adjustments to reconcile

net loss to net cash used in operating activities:

net loss to net cash provided by (used in) operating activities:

Common Stock issued for

Stock Compensation Expense

Stock Based Compensation

Changes in operating assets

and liabilities:

Vendor deposits

( 1,885,680 )

Prepaid expenses and other

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payable and accrued liabilities – Related Parties

Net cash used in operating activities

cash provided by (used in) operating activities

Cash flows from investing

Purchase intangible assets- BESS development

( 1,678,320 )

Net cash provided by (used in) investing activities

( 1,678,320 )

Cash flows from financing

Cash from Sale of Common

Proceeds from Short Term

Loan – Related Party

Offering Costs

Net cash provided by (used

in) financing activities

Net increase (decrease) in cash and cash

Cash and cash equivalents

at beginning of period

Cash and cash equivalents

at end of period

Supplemental disclosure of non-cash Investing

and Financing Activities:

Net cash provided by financing activities

Net increase in cash and cash equivalents

and cash equivalents at beginning of period

and cash equivalents at end of period

Supplemental disclosure

of non-cash Investing and Financing Activities:

Common Stock cancelled related to litigation

settlement agreement – 18,396 Common Shares

Common Stock cancelled related to litigation

judgement – 1,287,694 Common Shares

Common Stock issued in exchange for 100 % equity

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TO CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF BUSINESS AND GOING CONCERN

DESCRIPTION OF BUSINESS

Energy Corporation (the “Company”, “we” or “us”) was incorporated under the laws of Delaware on March

In connection with the Company’s planned expansion of its business following the completion of the acquisition of Bitech

Mining Corporation, a Wyoming corporation (“BTM”), it filed a Certificate

Amendment to its Certificate of Incorporation, as amended

(the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on April 29, 2022 to change its corporate

name to Bitech Technologies Corporation.

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

(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;

Mining Corporation, a Wyoming corporation (“BTM”), it filed a Certificate of Amendment to its Certificate of Incorporation,

as amended (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on April 29, 2022 to change

its corporate 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.

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The Company expects that certain BESS projects may be colocated with solar projects, depending on site configuration and permitting.

February 3, 2025, the Company’s shareholders approved and the Company effected a reverse stock split of the shares of common stock

at a ratio of 1-for-140 (the “Reverse Stock Split”).

The number of authorized shares and par value per share were not adjusted

as a result of the Reverse Stock Split.

All references to shares, restricted stock awards, and options to purchase common stock, share

data, per share data, and related information contained in the financial statements have been retrospectively adjusted to reflect the

effect of the Reverse Stock Split for all periods presented.

Company’s consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going

concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

However, the Company

has incurred substantial recurring losses from continuing operations, negative cash flows from operations, and is dependent on additional

financing to fund operations.

We incurred a net loss of approximately $ 2.8 million and $ 0.9 million for the years ended December 31,

2024 and 2023.

As of December 31, 2024, the Company had cash and cash equivalents of approximately $ 0.2 million and an accumulated deficit

of approximately $ 4.8 million.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern

within one year after the date the financial statements are issued.

The consolidated financial statements do not include any adjustments

relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary

should the Company be unable to continue in existence.

The Company will need additional funding to sustain operations, satisfy existing

and future obligations and liabilities, and otherwise support the Company’s operations and business activities and working capital

Management’s plans include attempting to secure additional required funding through equity or debt financings if available,

seeking to enter into one or more strategic agreements regarding, or sales of development rights.

There is no assurance that the Company

will be successful in obtaining the necessary funding to sustain its operations or meet its business objectives.

February 3, 2025, the Company’s shareholders approved and the Company effected a reverse stock split of the shares of common

stock at a ratio of 1-for-140

(the “Reverse Stock Split”).

The number of authorized shares and par value per share were not adjusted as a result of

the Reverse Stock Split.

All references to shares, restricted stock awards, and options to purchase common stock, share data, per

share data, and related information contained in the consolidated financial statements have been retrospectively adjusted to reflect

the effect of the Reverse Stock Split for all periods presented.

As of December 31, 2025, the Company had cash and

cash equivalents of approximately $ 0.4 million, negative working capital of approximately $ 4.5 million, and an accumulated deficit of

approximately $ 9.7 million.

The Company also incurred recurring losses from operations during 2025.

These conditions initially raised

substantial doubt about the Company’s ability to continue as a going concern within one year after the date these consolidated financial

statements are issued.

Subsequent to year-end, on February 23, 2026,

the Company completed an underwritten public offering that generated gross proceeds of approximately $ 13.6

million, before deducting underwriting discounts, commissions, and offering expenses.

The Company intends to use the net proceeds to

support BESS project asset development, development of BESS projects, and working capital.

Management has also evaluated the

Company’s contractual commitments and liquidity needs in light of the completed financing.

As of December 31, 2025, no capital

call was due from the Company under the RelyEZ / GridSpan joint venture arrangements, and management concluded that the contingent

refund obligation associated with the GridSpan $ 3.564 million payment to the Company was remote as of year-end and has recorded this

receipt as deferred revenue.

The Company had received non-refundable deposits of $ 943,500

under the Bridgelink project sale agreement in 2024, for which no revenue had been recognized as of December 31, 2025.

The Company also received a

non-refundable payment under the Eos joint development agreement, which was recorded in deferred revenue.

Management prepared an updated liquidity forecast

covering the twelve-month period following the issuance of these consolidated financial statements.

Based on the net proceeds received

from the February 23, 2026 offering, cash on hand as of the issuance date, expected operating expenditures, expected development expenditures

within management’s control, and management’s assessment of contractual obligations and deferred revenue arrangements, management

concluded that its plans are probable of being effectively implemented and will mitigate the conditions that initially raised substantial

doubt within one year after the date these consolidated financial statements are issued.

Accordingly, although conditions and events existed as of December 31,

2025 that initially raised substantial doubt about the Company’s ability to continue as a going concern, management concluded that

its plans alleviated that substantial doubt prior to the issuance of these consolidated financial statements.

SIGNIFICANT ACCOUNTING POLICIES

of Presentation and Consolidation

The financial statements have been prepared in accordance with accounting

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

Any references in these notes to applicable guidance is meant

to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update

(“ASU”) of the Financial Accounting Standards Board (“FASB”).

consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United

States (“GAAP”).

Any references in these notes to applicable guidance is meant to refer to the authoritative GAAP as

found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the

Financial Accounting Standards Board (“FASB”).

accompanying consolidated financial statements include the accounts of Bimergen Energy Corporation.

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revenue when (or as) each performance obligation is satisfied.

We determined the appropriate method by which we recognize

revenue by analyzing the nature of the products or services being provided as well as the terms and conditions of contracts or arrangements

entered into with its customers.

We account for a contract when it has approval and commitment from both parties, the rights of the parties

are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

contract’s transaction price is allocated to each distinct good or service (i.e., performance obligation) identified in the contract and

each performance obligation is valued based on its estimated relative standalone selling price.

We recognize the majority of its revenue at a point

in time when it satisfies a performance obligation and transfers control of the product to the respective customer.

The amount of revenue

that is recognized is based on the transaction price, which represents the invoiced amount and includes estimates of variable consideration

such as allowances for estimated customer discounts or concessions, where applicable.

The amount of variable consideration included in

the transaction price may be constrained and is included only to the extent that it is probable that a significant reversal in the amount

of the cumulative revenue recognized under the contract will not occur in a future period.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets, liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of expenses during the reporting period.

On an ongoing basis, the Company evaluates its estimates and assumptions, including

those related to variable consideration, stock-based compensation, valuation of deferred tax assets and uncertain income tax positions.

Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the

circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amount

reported as revenue and expenses that are not readily apparent from other sources.

determined the appropriate method by which we recognize revenue by analyzing the nature of the products or services being provided as

well as the terms and conditions of contracts or arrangements entered into with its customers.

We account for a contract when it has

approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial

substance and collectability of consideration is probable.

A contract’s transaction price is allocated to each distinct good or

service (i.e., performance obligation) identified in the contract and each performance obligation is valued based on its estimated relative

standalone selling price.

recognize the majority of its revenue at a point in time when it satisfies a performance obligation and transfers control of the product

to the respective customer.

The amount of revenue that is recognized is based on the transaction price, which represents the invoiced

amount and includes estimates of variable consideration such as allowances for estimated customer discounts or concessions, where applicable.

The amount of variable consideration included in the transaction price may be constrained and is included only to the extent that it

is probable that a significant reversal in the amount of the cumulative revenue recognized under the contract will not occur in a future

preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that

affect the reported amounts of assets, liabilities and the disclosure of contingent assets and liabilities at the date of the

consolidated financial statements and the reported amounts of expenses during the reporting period.

On an ongoing basis, the Company

evaluates its estimates and assumptions, including those related to variable consideration, stock-based compensation, valuation of

deferred tax assets and uncertain income tax positions.

Management bases its estimates on historical experience and on various other

assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments

about the carrying values of assets and liabilities and the amount reported as revenue and expenses that are not readily apparent

from other sources.

Actual results may differ materially from those estimates.

Project Sale Revenue Recognition

The Company has entered into agreements with third

parties for the sale of solar development projects.

These agreements may include an upfront, nonrefundable deposit and have milestone-based

consideration related to the development of the project by the purchaser.

Nonrefundable Upfront Deposits

Upfront deposits are non-contingent and nonrefundable.

These amounts are included in the transaction price and recognized as revenue at the point in time when milestones have been reported

by the purchaser covering the deposit amount received.

Control of the related project rights is transferred to the customer upon completion

and payment of the milestones for each project.

Transfer of control is determined based on the satisfaction of specified contractual milestones

(e.g., execution of site control, delivery of interconnection position, and funding confirmation).

The Company does not assess whether

the contract contains a significant financing component for upfront deposits when the period between the customer’s payment and

the transfer of control is expected to be one year or less.

Company has determined to recognize revenue upon the determination that the appropriate milestones have been met per the project sale contract and as non-refundable.

The Company will

relieve and charge to cost of sales the proportionate allocation of the intangible asset and the accrual of liabilities to EIP will follow

the matching principle of expenses recorded related to the timing of the revenues being recorded.

Milestone Based Consideration

Milestone payments represent variable consideration and are included

in the transaction price when it becomes probable that a significant reversal of revenue will not occur.

The Company evaluates each milestone

against the probability and measurability criteria under ASC 606 and includes such amounts in revenue only when achievement of the milestone

is deemed probable and the related deliverables have been substantially satisfied.

Company has entered into agreements with third parties for the sale of solar development projects.

These agreements may include an upfront,

nonrefundable deposit and have milestone-based consideration related to the development of the project by the purchaser.

Nonrefundable

Upfront Deposits

deposits are non-contingent and nonrefundable.

These amounts are included in the transaction price and recognized as revenue at the point

in time when milestones have been reported by the purchaser covering the deposit amount received.

Control of the related project rights

is transferred to the customer upon completion and payment of the milestones for each project.

Transfer of control is determined based

on the satisfaction of specified contractual milestones (e.g., execution of site control, delivery of interconnection position, and funding

confirmation).

The Company does not assess whether the contract contains a significant financing component for upfront deposits when

the period between the customer’s payment and the transfer of control is expected to be one year or less.

Company has determined to recognize revenue upon the determination that the appropriate milestones have been met per the project sale

contract and as non-refundable.

The Company will relieve and charge to cost of sales the proportionate allocation of the intangible asset

and the accrual of liabilities to EIP will follow the matching principle of expenses recorded related to the timing of the revenues being

Based Consideration

payments represent variable consideration and are included in the transaction price when it becomes probable that a significant reversal

of revenue will not occur.

The Company evaluates each milestone against the probability and measurability criteria under ASC 606 and

includes such amounts in revenue only when achievement of the milestone is deemed probable and the related deliverables have been substantially

Value of Financial Instruments

Cash, accounts payable, and accounts payable – related parties as

reflected in the consolidated financial statements, approximates fair value.

Fair value estimates are made at a specific point in time,

based on relevant market information and information about the financial instrument.

These estimates are subjective in nature and involve

uncertainties and matters of significant judgment and therefore cannot be determined with precision.

Changes in assumptions could significantly

affect the estimates.

and cash equivalents, accounts payable, short term loan due to related party and accounts payable – related parties as

reflected in the consolidated financial statements, approximates fair value due to their short-term nature to settlement.

Fair value estimates are made at a specific point in

time, based on relevant market information and information about the financial instrument.

These estimates are subjective in nature

and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision.

assumptions could significantly affect the estimates.

and Cash Equivalents

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to the offering and that will be charged to shareholders’ equity upon the completion of the offering.

As of December 31, 2025 and

2024, the Company had deferred offering costs of $ 393,203 and $ 222,497 , respectively.

the extent that an intangible asset is successfully developed into a revenue-generating asset, it will become a component of property,

plant and equipment.

To the extent that an intangible asset is not successfully developed into a revenue-generating assets, it will be

considered impaired and charged to operations at that time.

The estimation of the fair value of the projects requires significant management

judgment with respect to revenue and expense growth rates, changes in working capital and the selection and use of an appropriate discount

The estimates of the fair value of the projects are based on the best information available as of the date of the assessment.

use of different assumptions would increase or decrease estimated discounted future operating cash flows and could increase or decrease

an impairment charge.

Company management uses its judgment in assessing whether assets may have become impaired between annual

impairment tests.

Indicators such as adverse business conditions, economic factors and technological change or competitive activities

may signal that an asset has become impaired.

Concentrations

of Credit Risk

and cash equivalents are financial instruments that potentially subject the Company to concentrations of credit risk.

As of December

and 2023, the Company had deferred offering costs of $ 222,497

and $ 0 , respectively.

To the extent that an intangible asset

is successfully developed into a revenue-generating asset, it will become a component of property, plant and equipment.

To the extent

that an intangible asset is not successfully developed into a revenue-generating assets, it will be considered impaired and charged to

operations at that time.

The estimation of the fair value of the projects requires significant management judgment with respect to revenue

and expense growth rates, changes in working capital and the selection and use of an appropriate discount rate.

The estimates of the

fair value of the projects are based on the best information available as of the date of the assessment.

The use of different assumptions

would increase or decrease estimated discounted future operating cash flows and could increase or decrease an impairment charge.

management uses its judgment in assessing whether assets may have become impaired between annual impairment tests.

such as adverse business conditions, economic factors and technological change or competitive activities may signal that an asset

has become impaired.

Concentrations of Credit Risk

Cash and cash equivalents are financial instruments that

potentially subject the Company to concentrations of credit risk.

As of December 31, 2024, the Company also had investments in money market

funds, corporate debt obligations and U.S.

Treasury bills, which can be subject to certain credit risks.

The Company mitigates the risks

by investing in high-grade instruments, limiting its exposure to any one issuer and monitoring the ongoing creditworthiness of the financial

institutions and issuers.

The Company has not experienced any material losses on its financial instruments and has full access to and

control over all of its cash and cash equivalents.

31, 2025, the Company also had investments in money market funds which can be subject to certain credit risks.

The Company mitigates

the risks by investing in high-grade instruments, limiting its exposure to any one issuer and monitoring the ongoing creditworthiness

of the financial institutions and issuers.

The Company has not experienced any material losses on its financial instruments and has full

access to and control over all of its cash and cash equivalents.

Based Compensation

account for the measurement and recognition of compensation expense for all share-based payment awards made to employees and

directors, including employee stock options, based on estimated fair values.

Under authoritative guidance issued by the Financial

Accounting Standards Board (“FASB”), companies are required to estimate the fair value or calculated value of

share-based payment awards on the date of grant using an option-pricing model.

The value of awards that are ultimately expected to

vest is recognized as expense over the requisite service periods in our consolidated statements of operations.

Black-Scholes Option Pricing Model to determine the fair-value of stock-based awards and the market trading price for any restricted

stock awards on the day of grant.

account for the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors,

including employee stock options, based on estimated fair values.

Under authoritative guidance issued by the FASB, companies are required to estimate the fair value or calculated value of share-based payment awards on the

date of grant using an option-pricing model.

The value of awards that are ultimately expected to vest is recognized as expense over the

requisite service periods in our consolidated statements of operations.

We use the Black-Scholes Option Pricing Model to determine the

fair-value of stock-based awards and the market trading price for any restricted stock awards on the day of grant.

We recognized $ 2,189,000

and $ 348,559

stock compensation related to stock options for the years ended December 31, 2024 and 2023, respectively.

and $ 1,144,182 stock compensation related to stock options for the years ended December 31, 2025 and 2024, respectively.

We recognized

stock compensation related to restricted stock awards for the years ended December 31, 2024 and 2023, respectively.

The Company accounts for income taxes using the asset and

liability method;

under this method, deferred tax assets and liabilities are determined based on differences between financial reporting

and tax reporting basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect

when the differences are expected to reverse.

Realization of deferred tax assets is dependent upon future earnings, the timing and amount

of which are uncertain.

In evaluating the ability to recover its deferred income

tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning

and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis.

In the event the Company determines that it would be able

to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation

allowance that would reduce the provision for income taxes.

Conversely, if all or part of the net deferred tax assets are determined not

to be realizable in the future, an adjustment to the valuation allowance would be charged to the provision of income taxes in the period

when such determination is made.

Tax benefits related to uncertain tax positions are recognized

when it is more likely than not that a tax position will be sustained during an audit.

Tax positions that meet the more-likely-than-not

threshold are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with the

taxing authority.

Interest and penalties related to unrecognized tax benefits are included within the provision for income tax.

$ 96,000 and $ 102,000 stock compensation related to restricted stock awards for the years ended December 31, 2025 and 2024, respectively.

Company accounts for income taxes using the asset and liability method;

under this method, deferred tax assets and liabilities are determined

based on differences between financial reporting and tax reporting basis of assets and liabilities and are measured using enacted tax

rates and laws that are expected to be in effect when the differences are expected to reverse.

Realization of deferred tax assets is

dependent upon future earnings, the timing and amount of which are uncertain.

evaluating the ability to recover its deferred income tax assets, the Company considers all available positive and negative evidence,

including its operating results, ongoing tax planning and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis.

In the event the Company determines that it would be able to realize its deferred income tax assets in the future in excess of their

net recorded amount, it would make an adjustment to the valuation allowance that would reduce the provision for income taxes.

if all or part of the net deferred tax assets are determined not to be realizable in the future, an adjustment to the valuation allowance

would be charged to the provision of income taxes in the period when such determination is made.

benefits related to uncertain tax positions are recognized when it is more likely than not that a tax position will be sustained during

Tax positions that meet the more-likely-than-not threshold are measured at the largest amount of tax benefit that is greater

than 50% likely of being realized upon settlement with the taxing authority.

Interest and penalties related to unrecognized tax benefits

are included within the provision for income tax.

December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”.

requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as

disclosure of income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for fiscal years beginning after December

15, 2024, with early adoption permitted.

The Company have prospectively applied these amendments in 2025 on the Company’s

consolidated financial statements.

Costs and Contingencies

1 unchanged sentence

We expense these costs as the related services are received.

The Company recognizes a loss contingency when it is both probable that

a liability has been incurred and the amount of the loss can be reasonably estimated.

If the estimated loss is subject to potential recovery

from a third party, we assess the recoverability separately and recognize the amount of recovery only when realization is probable.

contingencies that are reasonably possible, but not probable, are disclosed when material.

Company recognizes a loss contingency when it is both probable that a liability has been incurred and the amount of the loss can be reasonably

If the estimated loss is subject to potential recovery from a third party, we assess the recoverability separately and recognize

the amount of recovery only when realization is probable.

Loss contingencies that are reasonably possible, but not probable, are disclosed

when material.

Loss per Share

7 unchanged sentences

dilutive securities during the years ended December 31, 2025 and 2024, respectively

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Accounting Pronouncements Adopted

In December 2023, the FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures.

This ASU requires public entities, on an annual basis, to provide disclosure of specific categories

in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for fiscal

years beginning after December 15, 2024, with early adoption permitted.

The amendments in this ASU should be applied prospectively;

retrospective application is also permitted.

The Company is currently evaluating the impact from the adoption of this standard on the

Company’s financial statements.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting

Comprehensive Income - Expense Disaggregation (Subtopic 220-40):

In 2025, the Company

adopted ASU 2023 09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, on a prospective basis.

The adoption impacted the

presentation and disaggregation of income tax disclosures but did not affect the Company’s consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

November 2024, the FASB issued ASU No.

2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation

(Subtopic 220-40):

Disaggregation of Income Statement Expenses”.

The amendments in ASU 2024-03

require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements

for interim and annual reporting periods.

The amendments in ASU 2024-03 require a public business

entity to disclose specific information about certain costs and expenses in the notes to its consolidated financial statements for

interim and annual reporting periods.

The objective of the disclosure requirements is to provide disaggregated information about a

public business entity’s expenses to help investors (a) better understand the entity’s performance, (b) better assess the entity’s prospects

for future cash flows, and (c) compare an entity’s performance over time and with that of other entities.

ASU 2024-03 is effective for

fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early

adoption permitted.

The Company is currently evaluating the impact of the adoption of this standard on its financial statements.

public business entity’s expenses to help investors (a) better understand the entity’s performance, (b) better assess

the entity’s prospects for future cash flows, and (c) compare an entity’s performance over time and with that of other

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years

beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of the adoption of

this standard on its consolidated financial statements.

STOCKHOLDERS’ EQUITY

total number of authorized shares of our common stock, par value $ 0.001 per share, was 1,000,000,000

As of December 31, 2024 and 2023, there were 5,121,384

and 3,460,459 common shares issued and outstanding, respectively.

The total number of authorized shares of our preferred stock, par value

$ 0.001 per share, was 10,000,000 .

There was no preferred stock outstanding as of December 31, 2024 and 2023.

Company issued 11,961 unregistered shares of its Common Stock valued at $ 58,221 during the year ended December 31, 2023 as payment for

services provided to the Company.

Company issued 10,715 of restricted securities awards valued at $ 30,000 during the year ended December 31, 2023 as payment for director

compensation services provided to the Company.

April, May and June, 2023, the Company sold 80,358 unregistered shares of its Common Stock to six private investors in exchange for $ 225,000

($ 2.80 per share).

August 2023 the Company sold 4,762 unregistered shares of its Common Stock to one private investor for $ 20,000 ($ 4.20 per share)

October, November, and December 2023 the Company sold 38,393 unregistered shares of its Common Stock to three private investor for $ 167,500

($ 4.20 -$ 5.60 per share)

the year ended December 31, 2024 the Company sold 64,337 unregistered shares of its Common Stock to eight private investors for an aggregate

of $ 576,000 ($ 7.00 - $ 11.20 per share)

total number of authorized shares of our common stock, par value $ 0.001 per share, was 1,000,000,000 shares.

As of December 31, 2025

and 2024, there were 3,930,906 and 5,121,384 common shares issued and outstanding, respectively.

total number of authorized shares of our preferred stock, par value $ 0.001 per share, was 10,000,000 .

There was no preferred stock outstanding

as of December 31, 2025 and 2024.

the year ended December 31, 2024 the Company sold 64,337 unregistered shares of its Common Stock to eight private accredited investors

for an aggregate of $ 576,000 ($ 7.00 - $ 11.20 per share)

The Company issued 6,970

unregistered shares of its Common Stock valued at $ 79,209 during the year ended December 31, 2024 as payment for services provided to

The Company issued 14,286

of restricted securities awards valued at $ 120,000 ($ 8.40 per share) during January 2024 and recorded $ 30,000 as stock compensation expense

in the quarter ended March 31, 2024 as payment for services provided by two employees of the Company.

Services were cancelled as of December

2024 and 10,714 restricted common shares were cancelled.

The Company issued 17,143

of restricted securities awards valued at $ 192,000 ($ 11.20 per share) on July 1, 2024 and recorded $ 72,000 as stock compensation expense

in the year ended December 31, 2024 as payment for services provided by the consultant of the Company.

The remaining will vest quarterly

through April 2026.

the year ended December 31, 2025 the Company sold 65,000 unregistered shares of its Common Stock to four private accredited investors

for an aggregate of $ 390,000 ($ 6.00 per share)

the year ended December 31, 2025 the Company issued 26,616 unregistered shares of its Common Stock for services valued at $ 167,611 .

STOCK OPTIONS

of December 31, 2024 and December 31, 2023, there were 966,072 and 300,000 options

outstanding, respectively.

The Company does not have an adopted option plan and can issue stock options up to the amount of

authorized shares that are no t issued and outstanding as of December 31, 2024.

of December 31, 2025 and December 31, 2024, there were 1,414,286

options outstanding, respectively.

The Company adopted an option plan in December 2025 and can issue up to 500,000

non-qualified stock options to purchase common stock.

All options outstanding as of December 31, 2025 were issued prior to the plan being adopted hence are non-plan grants.

have granted non-qualified stock options to employees and contractors.

All non-qualified options are generally issued with an

exercise price no less than the fair value of the common stock on the date of the grant as determined by our Board of Directors.

Options typically may be exercised up to ten years following the date of the grant, with vesting schedules determined by us upon

Vesting schedules vary by grant, with some fully vesting immediately upon grant to others that ratably vest over a period of

time up to five years.

Standard vested options may be exercised up to three months following date of termination of the relationship

unless alternate terms are specified at grant.

The fair values of options are determined using the Black-Scholes option-pricing

Forfeitures are accounted for as they occur.

The estimated fair value of options is recognized as expense on the

straight-line basis over the options’ vesting periods.

At December 31, 2024, we had approximately $ 4.6

million unrecognized stock-based compensation related to stock options expected to be recognized over the next 2.2 years on a weighted average.

All non-qualified options are generally issued with an exercise

price no less than the fair value of the common stock on the date of the grant as determined by our Board of Directors.

Options typically

may be exercised up to ten years following the date of the grant, with vesting schedules determined by us upon grant.

Vesting schedules

vary by grant, with some fully vesting immediately upon grant to others that ratably vest over a period of time up to five years.

vested options may be exercised up to three months following date of termination of the relationship unless alternate terms are specified

The fair values of options are determined using the Black-Scholes option-pricing model.

Forfeitures are accounted for as they

The estimated fair value of options is recognized as expense on the straight-line basis over the options’ vesting periods.

At December 31, 2025, we had approximately $ 5.4 million unrecognized stock-based compensation related to stock options expected to be

recognized over the next 2.0 years on a weighted average.

option transactions during the year ended December 31, 2025 were as follows:

OF STOCK OPTION TRANSACTIONS

December 31, 2024

Outstanding at Beginning of Year

Forfeited or Cancelled

Intrinsic Value

(in millions)

Outstanding at December 31, 2024

Options Granted

Options Exercised

Repriced legacy options (modification)

Reissued legacy options (repriced)

Options Forfeited or Cancelled

Options Expired

Outstanding and Vested

or Expected to Vest at End of Year

Options Exercisable at Year-End

or Expected to Vest at December 31, 2025

Options Exercisable at December 31, 2025

On August 26, 2025, the Company repriced 700,000 outstanding stock

options originally granted in prior periods from a weighted-average exercise price of $ 140.00 to $ 4.50 per share.

The modification was

accounted for in accordance with ASC 718.

The incremental fair value of the modified awards, measured on the modification date, was approximately

$ 1,518,000 , of which $ 318,000 related to vested awards was recognized immediately and the remainder will be recognized prospectively over

the remaining vesting periods.

No options were exercised during the period ended December 31, 2025.

We recognized stock compensation of $ 2,189,000 and $ 1,144,182 related to stock options for the years ended December

31, 2025 and 2024, respectively.

Black-Scholes option pricing model, used to estimate fair value of the option awards, requires the use of the following assumptions:

Fair value of common stock.

The fair value of the common stock is the Company’s closing price per share on the OTC listing

at the grant date.

The fair value of the common stock is the Company’s closing price per share on the OTC listing at the

Expected Term.

14 unchanged sentences

Consequently, an expected dividend yield of zero was used.

The fair value of options granted was estimated using the Black-Scholes valuation model using the following assumptions for the years

ended December 31, 2024 and 2023, respectively:

fair value of options granted was estimated using the Black-Scholes valuation model using the following assumptions for the years ended

December 31, 2025 and 2024, respectively:

OF FAIR VALUE OF VALUATION ASSUMPTIONS

ended December 31,

Expected volatility

4 unchanged sentences

December 31, 2025 and 2024, respectively:

with respect to stock options outstanding and exercisable at December 31, 2024 is as follows:

OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE

Outstanding and Vested or Expected to Vest

Exercise Prices

Outstanding at

December 31, 2024

Exercise Price

Exercisable at

December 31, 2024

Remaining Contractual Life

Information with respect to stock options outstanding

and exercisable at December 31, 2023 is as follows:

Outstanding at

Aggregate intrinsic value represents

the difference between the fair value of the underlying common stock and the exercise price.

The intrinsic value of options outstanding

at December 31, 2023 was $ 1.0

The intrinsic value of options outstanding and vested or expected to vest and exercisable at December 31, 2024

million and $ 1.0

million, respectively.

The weighted-average grant date fair value of options granted for the years ended December 31, 2024 and 2023,

respectively.

No options were exercised during the year ended December 31, 2024 and 2023.

During preparation of the 2024 financial statements,

management discovered two immaterial errors in the 2023 results:

(i) stock-based compensation had been understated by $ 108,725 , and (ii)

$ 89,234 of costs originally shown as “common stock issued for services” should have been included in stock-based compensation.

The corrections were recorded through a revision rather than a re-issuance of prior statements because the combined effect was not material

to any period.

After the adjustments, stock-based compensation for 2023 totals $ 378,559 (previously $ 269,834 ), total operating expenses

are $ 927,726 (previously $ 819,001 ), and net loss is $ 920,418 instead of $ 811,693 .

Accumulated deficit at 31 December 2023 increases to

$ 2,017,012 (from $ 1,908,287 ), and basic and diluted loss per share for 2023 changes from $ 0.18 to $ 0.20 .

The revisions have no impact

on net cash used in operating activities;

the change simply reclassifies amounts within the operating section of the statement of cash

All share and per-share figures give effect to the 1-for-140 reverse stock split completed on 3 February 2025.

intrinsic value represents the difference between the fair value of the underlying common stock and the exercise price.

The intrinsic

value of options outstanding at December 31, 2024 was $ 1.0 million.

The intrinsic value of options outstanding and vested or expected

to vest and exercisable at December 31, 2025 was $ 8.5 million and $ 3.2 million, respectively.

The weighted-average grant date fair value

of options granted for the years ended December 31, 2025 and 2024, was $ 2.72 and $ 6.88 , respectively.

No options were exercised during

the years ended December 31, 2025 and 2024.

RESTRICTED STOCK AWARDS

Stock Award transactions during the years ended December 31, 2025 were as follows:

OF RESTRICTED STOCK AWARDS

SCHEDULE OF RESTRICTED STOCK AWARDS

Average Grant Date Fair Value

Unvested at Beginning of Period

Forfeited or Cancelled RSAs

Forfeited or Cancelled

Unvested at End of Period

At December 31, 2024, we had

approximately $ 2.4

million unrecognized stock-based compensation related to restricted stock awards.

The weighted average non-performance based will be recognized over the next 0.6 years.

December 31, 2025, we had approximately $ 2.3 million unrecognized stock-based compensation related to restricted stock awards.

average non-performance based will be recognized over the next 0.3 years.

The performance based restricted stock awards of $ 2.2 million

will be recognized in 2026.

The Company recognized stock compensation of $ 96,000 and $ 102,000 related to restricted stock awards for the

years ended December 31, 2025 and 2024, respectively.

ACQUISITION OF EMERGEN ENERGY LLC

On April 24, 2024 (the “Closing”),

Bimergen Energy Corp.

(the “Company”) acquired 100 % of the membership interests of Emergen Energy LLC (“Emergen”)

pursuant to a Membership Interest Purchase Agreement dated April 14, 2024 (as amended on April 24, 2024, the “MIPA”).

the Company issued 1,587,300 unregistered shares of common stock to C & C Johnson Holdings LLC (an entity controlled by Cole Johnson)

with a fair value of $ 22.2 million (based on the $ 14.00 closing price on April 24, 2024).

April 24, 2024 (the “Closing”), the Company acquired 100 % of the membership interests

of Emergen Energy LLC (“Emergen”) pursuant to a Membership Interest Purchase Agreement dated April 14, 2024 (as amended on

April 24, 2024, the “MIPA”).

At Closing the Company issued 1,587,300 unregistered shares of common stock to C & C Johnson

Holdings LLC (an entity controlled by Cole Johnson) with a fair value of $ 22.2 million (based on the $ 14.00 closing price on April 24,

Emergen became a wholly-owned subsidiary;

Johnson simultaneously became President of the Company’s BESS and Solar divisions and a director of the Company.

Emergen, formed immediately prior to the transaction,

held only early-stage renewable-energy development rights and no liabilities or operating activities.

Accordingly, management concluded

the transaction is an asset acquisition rather than a business combination

At acquisition Emergen’s

assets consisted of 1.965 GW and 3.840 GW of BESS and Solar Projects, respectively.

Because the projects lacked substantive process or outputs,

the Company recorded the entire $ 22.2 million purchase price as indefinite-lived intangible assets (“Development Projects”)

and allocated the $ 22.2 million purchase price to the BESS and Solar portfolios based on relative fair values determined from project-level

discounted-cash-flow models corroborated by observable market pricing for comparable development assets.

The Company allocated $ 20.0 million

and 2.2 million to BESS and Solar Projects respectively as of the acquisition date.

Johnson simultaneously became President of the Company’s BESS and Solar divisions

and a director of the Company.

formed immediately prior to the transaction, held only early-stage renewable-energy development rights and no liabilities or operating

Accordingly, management concluded the transaction is an asset acquisition rather than a business combination.

acquisition, Emergen’s assets consisted of 1.965GW and 3.840GW of BESS and Solar Projects, respectively.

Because the projects lacked

substantive process or outputs, the Company recorded the entire $ 22.2 million purchase price as indefinite-lived intangible assets (“Development

Projects”) and allocated the $ 22.2 million purchase price to the BESS and Solar portfolios based on relative fair values determined

from project-level discounted-cash-flow models corroborated by observable market pricing for comparable development assets.

allocated $ 20.0 million and $ 2.2 million to BESS and Solar Projects respectively as of the acquisition date.

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

On April 24, 2024 the Company and Emergen entered into a PMSA with Energy

Independent Partners LLC (“EIP”), an entity controlled by Cole Johnson, under which EIP provides development, permitting,

and financing-support services for each project.

On April 24, 2025 the parties executed Amendment No.

2 to the PMSA,

stated to be effective June 28, 2024 and governed by Delaware law.

Amendment 2 superseded Amendment 1 and eliminated the former Initial-Fee

and RTB-Fee construct, replacing it with a single “Development-Fee” model that is payable only when a project secures third-party,

project-specific financing.

The principal commercial terms now in effect are:

● BESS projects.

For each battery-storage project, the Company will owe EIP a development fee of $ 0.035 per watt once that specific

project secures third-party debt and/or equity financing sufficient to fund the fee.

April 24, 2024 the Company and Emergen entered into a PMSA with Energy Independent Partners LLC (“EIP”), an entity controlled

by Cole Johnson, under which EIP provides development, permitting, and financing-support services for each project.

April 24, 2025 the parties executed Amendment No.

2 to the PMSA, stated to be retroactively effective to June 28, 2024 and governed by

Delaware law.

Amendment 2 superseded Amendment 1 and eliminated the former Initial-Fee and RTB-Fee construct, replacing it with a single

“Development-Fee” model that is payable only when a project secures third-party, project-specific financing.

The principal

commercial terms now in effect are:

For each battery-storage project, the Company will owe EIP a development fee of $ 0.035 per watt once that specific project

secures third-party debt and/or equity financing sufficient to fund the fee.

Based on the current BESS portfolio capacity (approximately

1.965 GW), the aggregate exposure, if every project achieves financing, would be about $ 69 million.

● Solar projects.

For each solar-power project, the same rate—$ 0.035 per watt—applies, again only after project-specific

financing is in place.

Given the remaining solar capacity in the Emergen portfolio (roughly 1.640 GW), the maximum potential fees total

approximately $ 57 million.

● Other renewable projects.

For each solar-power project, the same rate—$ 0.035 per watt—applies, again only after project-specific financing

Given the remaining solar capacity in the Emergen portfolio (roughly 1.640 GW), the maximum potential fees total approximately

$ 57 million.

renewable projects.

For any future development projects that are neither BESS nor solar, the fee is the greater of (i) 50 percent

of gross margin or (ii) $ 0.02 per watt, payable once the project reaches ready-to-build (RTB) status.

Because the Company has no such

projects in its pipeline today, no aggregate cap is presently estimable.

Based on portfolio capacities;

actual fees depend on future financings

and may not be incurred.

● Sale-of-Project Clause – If a project is sold, EIP is entitled to the greater of unpaid Development Fees or 62.5 % of net sale

● Acceleration Clause – 62.5 % of unpaid fees accelerate within 90 days of (i) a change in control of the Company or (ii) removal

Johnson from his role.

● Termination & Indemnification – The PMSA may be terminated by mutual consent or for cause;

Because the Company has no

such projects in its pipeline today, no aggregate cap is presently estimable.

on portfolio capacities;

actual fees depend on future financings and may not be incurred.

Sale-of-Project

Clause – If a project is sold, EIP is entitled to the greater of unpaid Development Fees or 62.5 % of net sale proceeds.

Clause – 62.5 % of unpaid fees accelerate within 90 days of (i) a change in control of the Company or (ii) removal of Mr.

from his role.

& Indemnification – The PMSA may be terminated by mutual consent or for cause;

customary indemnities apply.

Because payment is contingent on future project-financing milestones,

no PMSA liabilities have been recognized as of December 31, 2024.

SOLAR PROJECTS

On May 30, 2024 Emergen

Energy LLC (“Emergen”) entered into a Project Sale Agreement (“PSA”) with Bridgelink Development, LLC (“Bridgelink”)

covering 2.425 GW of green-field solar projects (the “Greenfield Projects”).

Bridgelink simultaneously resold the projects

to an unrelated third-party purchaser (“Purchaser”).

Total consideration payable

to Emergen is $ 19.4 million, comprising:

● a non-refundable deposit of $ 0.9 million received in June 2024;

payment is contingent on future project-financing milestones, no PMSA liabilities have been recognized as of December 31, 2025.

SOLAR PROJECTS SALE

May 30, 2024, Emergen entered into a Project Sale Agreement (“PSA”) with Bridgelink Development,

LLC (“Bridgelink”) covering 2.425 GW of green-field solar projects (the “Greenfield Projects”).

Bridgelink simultaneously

resold the projects to an unrelated third-party purchaser (“Purchaser”).

consideration payable to Emergen is $ 19.4 million, comprising:

non-refundable deposit of $ 943,500 received in June 2024;

million in milestone payments—$ 5,000 per MW upon securing necessary land rights and $ 3,000 per MW upon the project reaching

1 unchanged sentence

There is no specified timetable for milestone achievement.

The deposit is

recorded as contract liability (deferred revenue).

deposit is recorded as contract liability (deferred revenue).

Revenue (and related cost) will be recognized at a point in time when the

relevant milestones are achieved by the purchaser, which management expects within twelve months of year-end.

No milestone revenue was recognized in

2024 because the required conditions were not met.

Under the Project Management

Services Agreement (“PMSA”), Emergen remits 62.5 % of amounts received to Energy Independent Partners LLC (“EIP”),

an entity controlled by Cole Johnson, and retains 37.5 %.

Accordingly, $ 0.6 million of the June 2024 deposit was paid to EIP and capitalized

to project-related intangible assets;

the remaining $ 0.4 million remains deferred.

Additional EIP payments will be recorded only when

Bridgelink remits milestone proceeds.

Bridgelink may return a project, without refund, only if no milestone payment has yet been made

and the return occurs within seven years of the PSA’s effective date.

A December 31 2024 amendment clarified that all funds paid

to Emergen are non-refundable and limited the return option as noted above;

No milestone revenue was

recognized in 2024 and 2025 because the required conditions were not met.

the Project Management Services Agreement (“PMSA”), Emergen

remits 62.5 % of amounts received to Energy Independent Partners LLC (“EIP”), an entity controlled by Cole Johnson, and retains

Accordingly, $ 250,000

the June 2024 deposit was paid to EIP and the remaining $ 339,688

deferred and recorded as accounts payable and accrued liabilities – related parties.

Additional EIP payments will be recorded only

when Bridgelink remits milestone proceeds.

Bridgelink may return a project, without refund, only if no milestone payment has yet been

made and the return occurs within seven years of the PSA’s effective date.

A December 31, 2024 amendment clarified that all funds

paid to Emergen are non-refundable and limited the return option as noted above;

all other material terms remain unchanged.

RELYEZ JOINT VENTURE

April 20, 2025, the Company’s wholly owned subsidiary, Emergen Energy, LLC, entered into a definitive agreement with RelyEZ Energy

Group to form GridSpan Energy LLC for the development, construction, and operation of utility-scale battery energy storage projects in

the United States.

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

refinancing, the Company may repurchase RelyEZ’s interest at cost plus a stated annual return in accordance with the governing

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.

Management 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

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

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.

GRIDSPAN PROJECT CONVEYANCE AGREEMENT

2025, Emergen entered into project company purchase and transfer arrangements with GridSpan covering specified battery energy storage

Under those arrangements, the Company received $ 3.564 million from GridSpan as an advance payment related to future project

conveyance and development obligations.

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 to GridSpan.

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.

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.

GridSpan arrangement includes a contingent refund obligation if specified conditions are not met, including certain financing and project

milestone conditions by June 30, 2026.

Management evaluated this contingency under ASC 450 and concluded that the likelihood of loss

was remote as of December 31, 2025;

accordingly, no liability was accrued.

PROJECT RIGHTS AND LONG-LEAD EQUIPMENT DEPOSITS

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.

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.

RELATED PARTY TRANSACTIONS

transactions described in Notes to the Financial Statements 6 and 7 were transacted with a now related party, Cole Johnson,

President and Director, as of the April 24, 2024 acquisition of Emergen Energy, LLC.

All negotiations related to these transactions

were prior to Cole Johnson being a related party to Bimergen.

transactions described in Notes to Consolidated Financial Statements 6 and 7 were transacted with a now related party, Cole

Johnson, President and Director, as of the April 24, 2024 acquisition of Emergen Energy, LLC.

All negotiations related to these

transactions were prior to Cole Johnson being a related party to Bimergen.

the year ended December 31, 2025, the Company issued sixteen unsecured promissory notes, aggregating $ 825,700 , to EIP, an entity

controlled by president and director Cole Johnson.

The notes were executed per the schedule below:

Notes Executed:

SCHEDULE OF PROMISSORY NOTES EXECUTED

March 3, 2025

March 28, 2025

April 22, 2025

April 30, 2025

June 30, 2025

July 17, 2025

July 31, 2025

August 8, 2025

August 18, 2025

August 19, 2025

August 25, 2025

September 24, 2025

September 30, 2025

notes bear simple interest at 9.5 percent

per annum, mature on March 31,

2026 , are pre-payable without penalty, and

were used to fund working-capital for operating expenses.

Accrued interest at December, 2025 was approximately $ 40,600 .

The promissory notes were repaid with interest subsequent to year end (see Note 15).

12 INCOME TAX

Federal Corporate Income Tax

The Company’s effective income

tax rate differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes as follows:

Company’s effective income tax rate differs from the amount computed by applying the federal statutory income tax rate to loss

before income taxes as follows:

SCHEDULE OF RECONCILIATION OF STATUTORY INCOME TAX RATES AND EFFECTIVE TAX RATE

December 31, 2024

December 31, 2023

Income tax benefit at federal statutory rate

Income tax benefit at federal statutory

State income tax benefit, net of federal benefit

7 unchanged sentences

( 1,432,000 )

( 1,569,000 )

Deferred Tax Assets,

A valuation allowance is required to be established when it is more likely

than not that all or a portion of a deferred tax asset will not be realized.

Realization of deferred tax assets is dependent upon future

earnings, the timing and amount of which are uncertain.

The Company has reviewed its positive and negative evidence and has concluded

that it is more likely than not that the net deferred tax assets will not be realized due to the cumulative losses incurred since inception;

therefore, the Company continues to maintain a valuation allowance.

The valuation allowance increased by $ 1.2 million and $ 0.5 million

during the years ended December 31, 2024 and 2023, respectively.

Pursuant to the Internal Revenue Code of 1986, as amended (“IRC”),

specifically Sections 382 and 383, the Company’s ability to use tax attribute carryforwards to offset future taxable income is limited

if the Company experiences a cumulative change in ownership of more than 50% within a three-year testing period.

The Company has not completed

an ownership change analysis pursuant to IRC Section 382 therefore the ability to offset taxable income in the future may be impacted

by ownership changes occurring prior to December 31, 2024.

If ownership changes within the meaning of IRC Section 382 occur in the future,

the amount of remaining tax attribute carryforwards available to offset future taxable income and income tax expense in future years may

be significantly restricted or eliminated.

Further, the Company’s deferred tax assets associated with such tax attributes could

be significantly reduced or eliminated upon realization of an ownership change within the meaning of IRC Section 382.

If eliminated, the

related asset would be removed from the deferred tax asset schedule, with a corresponding reduction in the valuation allowance.

Additionally,

limitations on the utilization of the Company’s tax attribute carryforwards can increase the amount of taxable income and current

income tax expense recognized.

Due to the existence of the valuation allowance, ownership change limitations that are not significant

may not impact the Company’s effective tax rate.

of December 31, 2024, we had federal net operating loss carryforwards for income tax purposes of approximately $ 2.8

million which expire after twenty years from when it occurred beginning in 2021.

We also have California net operating loss

carryforwards for income tax purposes of approximately $ 2.8

million which expire

after twenty years from when it occurred beginning in 2021.

valuation allowance is required to be established when it is more likely than not that all or a portion of a deferred tax asset will

not be realized.

Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain.

The Company has reviewed its positive and negative evidence and has concluded that it is more likely than not that the net deferred tax

assets will not be realized due to the cumulative losses incurred since inception;

therefore, the Company continues to maintain a valuation

The valuation allowance increased by $ 0.6 million and $ 0.8 million during the years ended December 31, 2025 and 2024, respectively.

The Company’s valuation allowance

includes both federal and state deferred tax assets, including California net operating loss carryforwards, because management concluded

that sufficient positive evidence does not exist to support realization of those attributes as of December 31, 2025.

to the Internal Revenue Code of 1986, as amended (“IRC”), specifically Sections 382 and 383, the Company’s ability

to use tax attribute carryforwards to offset future taxable income is limited if the Company experiences a cumulative change in ownership

of more than 50% within a three-year testing period.

The Company has not completed an ownership change analysis pursuant to IRC Section

382 therefore the ability to offset taxable income in the future may be impacted by ownership changes occurring prior to December 31,

If ownership changes within the meaning of IRC Section 382 occur in the future, the amount of remaining tax attribute carryforwards

available to offset future taxable income and income tax expense in future years may be significantly restricted or eliminated.

the Company’s deferred tax assets associated with such tax attributes could be significantly reduced or eliminated upon realization

of an ownership change within the meaning of IRC Section 382.

If eliminated, the related asset would be removed from the deferred tax

asset schedule, with a corresponding reduction in the valuation allowance.

Additionally, limitations on the utilization of the Company’s

tax attribute carryforwards can increase the amount of taxable income and current income tax expense recognized.

Due to the existence

of the valuation allowance, ownership change limitations that are not significant may not impact the Company’s effective tax rate.

As of December 31, 2025, the

Company had U.S.

federal net operating loss carryforwards for income tax purposes of approximately $ 4.8 million.

In general, U.S.

net operating losses arising in taxable years beginning after December 31, 2020 may be carried forward indefinitely, subject to applicable

utilization limitations, including the 80% of taxable income limitation and any limitations imposed by IRC Sections 382 and 383.

As of December 31, 2025, the Company

also had state net operating loss carryforwards for income tax purposes of approximately $ 4.8 million, substantially all of which relate

to California.

State net operating loss carryforwards are subject to jurisdiction-specific carryforward, utilization, and suspension

For California, the net operating loss deduction is suspended for certain taxpayers for taxable years 2024 through 2026, and the

carryover period for suspended losses is extended.

Subsequent to the issuance of

the Company’s previously issued consolidated financial statements, management identified an error in the presentation of the deferred

tax asset disclosure related to net operating loss carryforwards.

Specifically, the deferred tax asset inventory was presented using gross

net operating loss carryforward amounts rather than tax-effected deferred tax asset amounts.

As a result, the deferred tax asset table

did not appropriately reflect deferred tax assets measured using the applicable enacted tax rates.

Accordingly, the Company revised the deferred tax

asset disclosure to present deferred tax assets related to net operating loss carryforwards on a tax-effected basis.

This revision affected

only the presentation of the deferred tax footnote disclosure and did not impact the Company’s previously reported net loss, total

assets, total liabilities, stockholders’ equity, or cash flows for any period presented, as the Company maintained a full valuation

allowance against its net deferred tax assets in all periods presented.

Management concluded that the revision was not material to any

previously issued financial statements and, therefore, revised the prior-period disclosure in these consolidated financial statements.

13 SEGMENT INFORMATION

Company operates and manages its business as one reportable operating segment.

The Company’s CODM, the Chief Executive Officer, reviews internal financial information presented and decides how to allocate resources

based on net income (loss).

Net income (loss) is used for evaluating financial performance.

segment expenses include salaries and payroll, legal fees, stock based

compensation, audit costs, contract services, rent, and other administrative expenses.

The measurement of segment assets is reported on

the consolidated balance sheets as total assets.

The following table presents the significant segment expenses and other segment items

regularly reviewed by our CODM.

The Company’s CODM, the Chief Executive Officer,

reviews internal financial information presented and decides how to allocate resources based on net income (loss).

Net income (loss)

is used for evaluating financial performance.

segment expenses include salaries and payroll, legal fees, stock based compensation, audit costs, contract services, rent, and other

administrative expenses.

The measurement of segment assets is reported on the consolidated balance sheets as total assets.

The following

table presents the significant segment expenses and other segment items regularly reviewed by our CODM.

OF SEGMENT EXPENSES AND OTHER SEGMENT ITEMS

For the Year Ended

the Year Ended

December 31, 2025

For the Year Ended

the Year Ended

December 31, 2024

Cost of Goods Sold

of Goods Sold

Operating Expenses

3 unchanged sentences

Other operating expenses

Total Operating Expenses

Loss (Income) from Operations

Operating Expenses

(Income) from Operations

( 4,928,861 )

Interest Income and Other (Expenses), net

Net loss before Income Tax

( 2,758,731 )

Interest Income and Other

(Expenses), net

loss before Income Tax

$ ( 4,973,422 )

$ ( 2,757,687 )

14 COMMITMENTS AND CONTINGENCIES

The Company is subject to various claims, legal actions,

and regulatory proceedings arising in the ordinary course of business.

In the opinion of management, after consultation with legal counsel,

the ultimate resolution of these matters is not expected to have a material adverse effect on the Company’s financial position,

results of operations, or cash flows.

Company is subject to various claims, legal actions, and regulatory proceedings arising in the ordinary course of business.

In the opinion

of management, after consultation with legal counsel, the ultimate resolution of these matters is not expected to have a material adverse

effect on the Company’s financial position, results of operations, or cash flows.

SUBSEQUENT EVENTS

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

(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.

The reverse stock split was effected on February 3, 2025.

April 20, 2025 the Company’s wholly owned subsidiary, Emergen Energy, LLC, executed a definitive agreement with RelyEZ Energy

Group to form a joint venture to develop, construct, and operate up to 2 GW of utility-scale battery-energy-storage projects (2- to 4-hour

BESS) in the United States through 2027.

RelyEZ has committed up to $ 50

million, including an initial $ 10

million funding within 10 days of closing.

The Company will contribute up to $ 12.5

million on a pro-rata basis after the first $ 10 million from RelyEZ.

and economics.

Until project refinancing, each project SPV will be owned 80 % by RelyEZ and 20 % by Emergen.

After refinancing, the

Company may repurchase RelyEZ’s interest at cost plus a 12 % annual return.

Four Texas projects totaling approximately 274 MW / 773 MWh (Redbird, Dos Rios, White Rock, and Oak Hill) are expected

to reach notice-to-proceed (NTP) within six months of closing.

of accounting evaluation.

This agreement was executed after December 31, 2024;

therefore, no amounts related to the joint venture

are reflected in the accompanying 2024 financial statements.

Public Offering

February 23, 2026, the Company closed an underwritten public offering of 3,100,000 shares of common stock, 300,000 pre-funded warrants,

and 3,600,000 accompanying warrants, including the partial exercise of the underwriter’s over-allotment option for 200,000 additional

Gross proceeds from the offering were approximately $ 13.6 million, before deducting underwriting discounts, commissions, and

other offering expenses.

The accompanying warrants are exercisable immediately at an exercise price of $ 5.00 per share and expire five

years from issuance.

The pre-funded warrants are exercisable immediately at an exercise price of $ 0.0001 per share and do not expire.

The Company intends to use the net proceeds for BESS project asset development, development of BESS projects, and working capital

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On April 11, 2025, the Audit Committee (the “Audit

Committee”) of the Board of Directors of the Company dismissed Fortune CPAs as the Company’s independent registered public

accounting firm, effective immediately.

On April 14, 2025, the Audit Committee approved the engagement of Ramirez

Jimenez International CPAs as the Company’s new independent registered public accounting firm for and with respect to the year ending

December 31, 2024, effective immediately.

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 8. Financial Statements and Supplementary Data