What changed in this filing

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Item 1. Business

2025-05-30 compared with 2024-04-01 · 592 added, 359 removed, 24 unchanged (98% of the section changed)

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

on March 4, 1998.

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

of Bitech Mining Corporation, a Wyoming corporation (“Bitech Mining”), 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

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”), the Company amended to its Certificate of Incorporation on April

29, 2022 to change its corporate name to Bitech Technologies Corporation.

have refocused our business development plans as we seek to position ourselves as a global technology solution enabler dedicated to providing

a suite of green energy solutions with plans to develop Battery Energy Storage System (BESS) projects, commercial and residential renewable

energy solutions, enterprise utility services, public service engagements, and other renewable energy initiatives.

We plan to pursue

these innovative energy technologies through research and development, technology integration, planned acquisitions of other early stage

green energy development projects and plans to become a grid-balancing operator using BESS solutions and applying new green

technologies as a technology enabler in the green energy sector.

Our team has identified two highly competitive battery energy storage

suppliers who have expressed interest in establishing partnerships with us, as we seek to integrate their products into projects that

we identify, including grid-balancing BESS projects we plan to pursue following the Business Combination with Bridgelink discussed below.

In addition, we are seeking business partnerships with defensible technology innovators and renewable energy providers to facilitate

investments, provide new market entries toward emerging-growth regions and implement innovative, scalable energy system solutions with

technological focuses on smart grid, Home Energy Management System (HEMS), Building Energy Management System (BEMS ), City

Energy Management System (CEMS), energy storage, and EV infrastructure.

December 2023, we received an initial purchase order from a strategic customer to implement a BEMS Virtual Power Plant (VPP) Program

designed to save electricity for approximately 4,000 multi-dwelling units (MDUs).

Our 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 by the U.S.

Department of Energy

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.

are also developing a suite of services and bundled products we call the Bitech Smart Energy Technology Solutions.

Our planned solutions

are expected to integrate a variety of Energy Management Systems (X-EMS) that allow for efficient management of energy usage, Energy

Storage Systems (ESS) for storing excess energy and Smart Power Systems (SPS) that regulate the flow of energy in homes and commercial

We also offer Power Control Conversion solutions that are designed to optimize the utilization of renewable energy sources.

With our planned portfolio of integrated solutions, we believe that individuals and businesses will be capable of reducing their carbon

footprint while also enjoying significant cost savings on their energy bills.

table below represents our planned portfolio of smart energy solutions:

combined experience in the power industry ranging from EMS, energy storage, Industrial IoT and system integration, we plan to leverage

this expertise to develop a three-pronged Green Energy Technology Enabler Business model to effectively cater to the rapidly growing

demand for sustainable energy solutions.

As depicted in the diagram below, our model encompasses key stages of the energy production

process - from generation to distribution and consumption.

We offer comprehensive technology solutions such as advanced energy management

systems, efficient energy storage options, IoT applications for smart grid monitoring, and system integration services.

By integrating

these elements, we strive to empower individuals, businesses, and communities to embrace cleaner and more sustainable approaches towards

energy usage.

Our technology solutions model includes:

renewable energy options for households, apartment complexes, architectural structures, and

educational institutions, as well as various implementations suited for urban areas and local

range of utility services, including Virtual Power Plants (VPP) and intelligent Electric

Vehicle (EV) system solutions.

public service engagements for Independent Service Organizations (ISOs), Investor-Owned Utilities

(IOUs), and other government entities at the municipal, county, and state level.

plan to execute a “Dual Growth Business Model” as depicted in the diagram below encompassing (1) revenue growth in Technology

Enabler Solutions which include in-house technology innovation implementing system integration approach enhanced with our plans to carry

out technology merger and acquisitions for specific green energy applications, and (2) revenue growth by executing planned BESS operations

following our planned Business Combination with Bridgelink discussed below, additional potential joint ventures and/or partnerships with

operating partners to collect operating and joint venture revenues from BESS operations.

Growth Business Model

We use cutting-edge BESS solutions that allow us to store excess energy

in batteries during off-peak hours when it is inexpensive and dispatch it during peak hours when prices are highest.

This not only benefits

the power generation companies by boosting their bottom line but also has a significant impact on reducing carbon emissions.

Market Overview

Energy Storage System (“BESS”) is a cost-effective system of battery storage using one or more batteries to store energy

generated by wind or solar farms.

to the 2022 Inflation Reduction Act (“IRA”), BESS was required to be co-located to be eligible for Investment Tax Credits

post-IRA, stand-alone BESS projects are also eligible for ITC of up to 50%.

cycling capacity enables enhanced capture of ancillary services revenues without warranty cycle life degradation.

capacities simplify the interconnection process with several ISOs, especially ERCOT (Texas)

Battery Storage Systems market is projected to grow at a 24% CAGR from 2022 to 2032P.

offer 1.965 GW (gigawatts) pipeline of 23 Battery Energy Storage System (BESS) projects in several U.S.

geographical locations as summarized

described in our Dual Growth Business Model, we aim to grow by strategically acquiring intellectual property (IP) assets.

Through a planned

portfolio of acquisitions and targeted acquisition strategies, we plan to execute our “Smart Acquisition Model” as illustrated

in the diagram below.

The key element of this model is identifying and acquiring defensible technologies accompanied by visionary management

teams who share a common goal with us.

We believe this approach will enable us to unlock the potential within these companies through

capital infusion and accelerate their growth.

Our ultimate goal is to incubate these acquired companies and eventually spinning them

off, merging them with larger companies or forming global joint ventures, while also facilitating market entry into one of today’s

fastest growing region, that being Southeast Asia.

With this acquisition model, we anticipate building a technology portfolio consisting

of various green energy technologies.

To achieve this goal, we will leverage our network of capital partners, tap into lower-cost manufacturing

capabilities, and seek out technical talents from specialized sources abroad.

light of these practical initiatives and other reasons noted below, we have, however, elected to discontinue our efforts to commercialize

the electric power generation and charging system (the “Tesdison Technology”) we formerly licensed from SuperGreen Energy

Corporation (“SuperGreen”) pursuant to the Patent & Technology Exclusive and Non-Exclusive

License Agreement dated January 15, 2021, as amended, entered into between SuperGreen and the Company’s wholly owned subsidiary

Bitech Mining Corporation (“Bitech Mining”) (the “SuperGreen License”) .

We have determined that the Tesdison

Technology was not functional nor was it capable of being developed into a commercially viable product as had been represented to the

Company by SuperGreen, its founder Calvin Cao, and his brother Michael Cao, leading up to Bitech Mining entering into the SuperGreen

In addition, we paused the further development of Intellisys-8, our planned chipset and related software due to the unfavorable

market conditions within the cryptocurrency market in 2023.

addition, our business expansion plans will require a significant amount of additional capital.

See “Management’s Discussion

and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” and involve a significant

number of future business, financial, operational and regulatory risks.

See “Note About Forward-Looking Statements.”

previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2024, on January 8, 2024, the

Company, Bridgelink Development, LLC, a Delaware limited liability company (“Bridgelink”), a solar and energy storage development

company based in Fort Worth, Texas and C & C Johnson Holdings LLC, the sole member of Bridgelink (the “Member”) entered

into a Letter Agreement (the “Letter Agreement”) for a business combination (the “Business Combination”).

to the Letter Agreement, the Company plans to acquire from the Member all of the issued and outstanding membership interests of an entity

to be formed by Bridgelink (the “Target”) in exchange for 222,222,000 restricted shares of the Company’s Common Stock

(the “Exchange Shares”).

Prior to closing of the transaction (the “Closing” or “Closing Date”), Bridgelink

will transfer to Target Bridgelink’s assets and development service agreements (collectively, “Development Projects”)

consisting of:

(1) certain rights to fully develop a portfolio of renewable energy development assets, which includes certain battery

energy storage system (“BESS”) projects with a cumulative storage capacity of at least 1.965 gigawatts (GW) located in the

United States and along with certain term sheets and agreements with capital providers, whether or not finalized (collectively, the “BESS

Development Projects”) and (2) certain rights to fully develop a portfolio of renewable energy development assets, which includes

certain solar development projects with a cumulative output of at least 3.840 gigawatts (GW) located in the United States, along with

certain term sheets and agreements with capital providers that Bridgelink has negotiated, whether or not finalized (collectively, the

“Solar Development Projects”).

In addition, on the Closing Date, Bridgelink will enter into an agreement with BTTC whereby

Bridgelink will agree to refer to the Company any future projects involving BESS that Bridgelink is presented with an opportunity to

Investment into the Company.

No later than the Closing Date, the Company shall have received a commitment for a capital investment

or other financing transaction of not less than $50,000,000 (the “Capital Infusion”).

The transaction to obtain the Capital

Infusion may involve the Company’s sale and issuance of its equity, debt, lease or combination thereof on terms and conditions

mutually agreeable by the Parties.

The Capital Infusion shall be used for the business operations of the Company, including, but not

limited to, the pursuit, execution, and/or implementation of the Development Projects, as well as the ongoing technology innovations,

identification, pursuit, and/or acquisition of emerging technologies and/or companies owning or operating such technologies involving

BESS, Solar, EMS, EV charging storage, micro grids, and/or other such “clean technologies”.

Management Services.

At or prior to the Closing, the Company agreed to enter into a Project Management Services Agreement (the “ PMSA ”)

with a Special Purpose Vehicle (“SPV”) established by Cole W.

Pursuant to the terms of the PMSA, the SPV will be

obligated to oversee all aspects of the development and operation of the BESS Development Projects on such terms and conditions as the

Parties mutually agree to.

The PMSA will provide that the Company shall pay the SPV the following:

BESS Development Projects .

An aggregate amount equal to $0.035 per Watt (“W”) for each BESS Development Project payable

(i) $0.005 per W will be paid in cash upon the Company’s listing of its Common Stock on the NASDAQ stock market and

the closing of a financing transaction of a BESS Development Project (“Project Financing”);

and (ii) $0.03 per W will be

paid in cash upon attainment of Ready to Build (“RTB”) status per each BESS Development Project with the closing of Project

Financing related to such project to enable the Company to commence construction of said BESS Development Project (collectively (i) and

(ii), the (“BESS Development Fees”).

Unique Solar Development Projects .

$0.01 per W in cash upon attainment of RTB status per each development project, paid within

ten (10) days of Company being paid, to enable the Company to commence construction of said Development Project;

Other Development Projects .

Within ten (10) days of Company being paid, the higher of either (a) 50% of the gross margin or (b)

$0.02 per W in cash upon attainment of RTB status or project acceptance per each development project (“ Other Development Fees ”);

Solar Development Projects .

If the Solar Development Projects are developed by the Company, an aggregate amount equal to $0.035

per Watt (W) for each Solar Development Project payable as follows:

(i) $0.005 per W will be paid in cash upon the Company’s listing

of its Common Stock on the NASDAQ stock market and the closing of a financing transaction of a BESS Development Project (“Project

and (ii) $0.03 per W will be paid in cash upon attainment of Ready to Build (“RTB”) status per each Solar

Development Project with the closing of Project Financing related to such project to enable the Company to commence construction of said

Solar Development Project (collectively (i) and (ii), the (“Solar Development Fees”).

Fee Payments.

Payment of the BESS Development Fees, Development Fees, Other Development Fees, Unique Solar Development Fees, and

Solar Development Fees (collectively, “Project Development Fees”) will further be contingent upon:

(i) The successful achievement

of RTB status, as such term will be defined in the PMSA, and will be made in accordance with the terms specified in the PMSA.

fees due under these agreements will be payable within 10 days of achieving the milestones set forth above;

and (ii) Cole W.

remains (i) an employee or consultant to the SPV;

and/or (ii) head of the BESS and Solar Division (as defined below) during the period

of time in which the Project Development Fees are payable.

Business Combination Structure.

Upon consummation of the Business Combination, the Company shall consist of two (2) divisions or

operational units:

(1) a division that will pursue, execute, and/or implement the Development Projects (the “BESS and Solar Division”);

and (2) a division that will pursue the technology solutions and acquisition business (the “Technology Solutions and Acquisition

The BESS and Solar Division generally will be managed and operated by the current Bridgelink management team, but with

meaningful participation by at least one member of the current the Company management team.

The Technology Solutions and Acquisition

Division generally will be managed and operated by the current the Company management team, but with meaningful participation by at least

one member of the current Bridgelink management team.

The “C- level” officer positions in the combined company resulting

from the Business Combination generally will be shared by members of the current respective the Company and Bridgelink management teams.

of Members of the Board of Directors and Officers

At the time of Closing, Bridgelink will have the right to designate two out of the five members of the Company’s

board of directors (the “Board”) (the “Bridgelink Nominees”) and the Company will have the right to designate

two out of the five members of the Board (the “Company Nominees”).

The Bridgelink Nominees and the Company Nominees shall

collectively select a fifth designee to the Board who must be “independent” (as defined in federal securities laws and

the Nasdaq Listing Rules) at such time as required either by the OTC Markets or Nasdaq).

the Company shall support the Bridgelink

Nominees in their election to the Board and Bridgelink shall support the Company Nominees in their election to the Board.

The Parties shall cooperate in scheduling regular meetings of the Board meetings and ensuring that Bridgelink’s

Nominees to the Board are actively involved in strategic decisions and corporate governance.

Arrangements :

Bridgelink’s executive management team and key employees shall transition to become employees of the

BESS and Solar Division of the Company upon the Closing.

Cole Johnson as the President of the BESS and Solar Division will have sole

authority to determine which employees shall transition, salaries, and effectuate an incentive plan.

of the Board Role :

Benjamin Tran shall assume the position of Executive Chairman of the Company’s Board and interim

Chief Executive Officer (CEO) and shall take the lead in all technology development as well as merger and acquisition (M&A) activities,

and capital market activities including capital raise, aimed at expanding the company’s market presence and global influence.

Cole Johnson will be appointed as the President of the Company, with responsibilities for the project management and

operations of the BESS and Solar Division.

If necessary, the Board shall appoint a new Chief Executive Officer (CEO) of the Company within twelve (12) months

of the Closing, with responsibilities for the overall management and operations of the Company, and shall replace Benjamin Tran in

his interim CEO role, provided that the Parties acknowledge and agree that it is not required that Benjamin Tran shall resign from

the CEO position.

Stock Option Compensation Package :

Company shall grant Benjamin Tran the option to purchase 20,000,000 shares of stock to

be vested equally over 5 years at an exercise price of $0.50 in year 1, $0.75 in year 2, $1.00 in year 3, $1.25 in year 4, and $1.5

in year 5, with the option to expire in 10 years.

Company shall grant Cole Johnson the option to purchase 68,000,000 shares of stock

to be vested equally over 5 years at an exercise price of $0.50 in year 1, $0.75 in year 2, $1.00 in year 3, $1.25 in year 4, and

$1.5 in year 5, with the option to expire in 10 years.

Each of the Parties covenants with the other Parties that during the period commencing on the Effective Date and for a

period of 45 days thereafter (the “Due Diligence Period”), each Party shall use commercially reasonable efforts to promptly

provide the other Party or its respective advisors and counsel with any information in its possession or control relating to it and its

subsidiaries, subject to confidentiality obligations, attorney client privilege and applicable laws, so that the other Party may complete

its due diligence investigations in connection with the Business Combination, including the BESS Development Projects (the “Due

Diligence Materials”).

The Parties shall use commercially reasonable efforts to enter into a definitive agreement pursuant to which the Business

Combination would be consummated (the “Definitive Agreement”) within 30 days after completion of the Due Diligence Period

(the “Exclusivity Period”).

The Parties agree that the Definitive Agreement shall (i) be consistent with the terms and conditions

the Letter Agreement, including the subject matter of the representations and warranties and covenants contained herein.

The Definitive

Agreement will provide for a closing no later 30 days after the execution of the Definitive Agreement, subject to the completion of all

conditions to close as provided for in the Definitive Agreement (the “Closing” with the date of Closing, the “Closing

Representations

and Warranties.

The Definitive Agreement to be executed by the Parties and Member shall contain customary and usual representations

and warranties, certified by the principal executive officer of each of the Parties.

The Company shall cause each of its officers and directors to do all such further acts as will be required to permit the Company

to file any required documents (including 10- Ks, 10-Qs, 8-Ks, federal and state tax returns, or otherwise) to be filed at or following

the Closing which reflect the business and operations of Target prior to the Closing Date and through the year ending December 31, 2023,

and shall execute and deliver all certifications, if any, required to be filed by the Company with respect to financial statements of

Target reflecting in whole or in part the business and operations of Target prior to the Closing Date.

the Closing Date, the Company shall enter into the PMSA which will provide for the other terms stated in the Letter Agreement, among

other things, that Bridgelink’s Chief Executive Officer will (i) agree to operate the Development Projects with a title as President

of the Company and will agree manage a selected number of core employees from Bridgelink to be transferred to the Company and its new

employees, and (ii) indemnify and defend the Company as a result of any liabilities related to the operation of the BESS and Solar Division

or breach of the SPV’s obligations under the PMSA.

In addition to the foregoing terms, the Definitive Agreement will contain the following conditions precedent to Closing:

documents to be entered into in connection with the Business Combination will be mutually acceptable in form and substance to the

Parties, acting reasonably, and will be consistent with the terms in the Letter Agreement;

governmental, regulatory, third person and other approvals, consents, waivers, orders, exemptions, agreements and all amendments

and modifications to agreements, indentures and arrangements which the Parties shall consider necessary in order to enter into the

Definitive Agreement and not otherwise specifically described in the Letter Agreement shall have been obtained in form satisfactory

to the Parties, acting reasonably;

of the Closing Date Target shall have no liens of encumbrances on BESS Development Projects;

shall have completed the audit of its financial statements for the periods required pursuant to Items 9.01(a) and (b) of Form 8-K

(the “Target Audit”), which will be performed by an accounting firm that is registered with the Public Company Accounting

Oversight Board (PCAOB) at the election and expense of the Company;

the Closing occurs after April 14, 2024, Target shall have completed and provided to the Company, Target’s unaudited financial

statements for the period ended March 31, 2023 as provided for in Items 9.01(a) and (b) of Form 8-K, which fairly present the financial

condition of Target as of their respective dates and for the periods involved, and such statements will be prepared in accordance

with generally accepted accounting principles consistently applied for the periods provided for in Items 9.01(a) and (b) of Form

Board of Directors of the Company shall have approved the Definitive Agreement in accordance with its obligations under the Delaware

General Corporation Law;

the Closing Date, the Company will be current on all of its filings with the OTC Markets Group, Inc.

OTCQB tier (the “OTC Markets”),

including, but not limited to the filing of an Annual Report for the period ended December 31, 2023 and the annual Attorney Letter

for the period ended December 31, 2023, none of which filings shall contain a material misstatement or omission, and be compliant

in all material respects with the OTC Markets rules and regulations;

the Closing Date, all reports, schedules, forms, statements, and other documents required to be filed by the Company under the Securities

Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the Closing Date

(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred

to herein as the “SEC Reports”) shall have been filed on a timely basis or the Company shall have received a valid extension

of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension;

Parties shall have performed, in all material respects, all of their obligations under the Definitive Agreement.

All of the statements,

representations, and warranties contained in the Definitive Agreement will be complete and true in all material respects;

material adverse changes shall have occurred in the business, properties, and assets of Target including the Development Projects;

and the Company shall have filed all required franchise tax reports and federal income tax returns for the period ended December

Common Stock will be a participant in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program

DTC eligible;

Common Stock will be quoted on the OTCQB tier of the OTC Markets and there shall have been no notice of delisting or threat thereof

with respect to the Company Common Stock.

the Company shall have paid all applicable OTC Market fees;

shall have entered into one or more Supply Agreements that provide for the supply of batteries with a total capacity of at least

250 megawatts (MW) and 1000 megawatt-hours.

Following the Closing, the Company commits to take all commercially reasonable steps necessary to uplist the Company to

the NASDAQ stock exchange to enhance the Company’s visibility and access to a broader investor base (the “Nasdaq Uplisting”).

This effort will be pursued promptly and diligently.

During the Exclusivity Period, unless the Company provides notice of its cancellation of the Letter Agreement as provided for

in Section 12(c), neither Bridgelink, Target, nor Member will, directly or indirectly, through any representative or otherwise (a) engage

in any third-party negotiations for any Extraordinary Transaction (as defined below);

(b) enter into any agreement or understanding with

any person other than each other with respect to any Extraordinary Transaction;

with any person other than each other relating to any of the foregoing (whether or not initiated by Bridgelink, Target, Member or any

representative);

or (d) provide any material non-public information regarding the Company or any of the Company’s securities to

any person other than the Target or the Member in connection with any of the foregoing.

If Bridgelink, Target, or Member receives any

inquiry or proposal regarding the possibility of an Extraordinary Transaction, or regarding any of the matters described in clauses (b)

through (d), immediately above, it shall promptly notify the Company thereof in writing and will provide the Company with such information

regarding such inquiry or proposal and the person(s) or entity(ies) making the same as the Company shall reasonably request.

“Extraordinary

Transaction” means any investment in, acquisition of, business combination with, or other extraordinary transaction regarding the

Member’s ownership interest in the Target or the Target or any direct or indirect parent, subsidiary, or division thereof, including,

without limitation, any merger, purchase, or sale of securities or purchase or sale of assets outside the ordinary course of business

involving the Target or the Member’s ownership interest in the Target.

The Letter Agreement will terminate automatically and be of no further force and effect upon the earliest of (a) execution of the

Definitive Agreement by the Parties, (b) mutual agreement of the Company, Bridgelink and the Member to terminate the Letter Agreement,

(c) at the election of the Company during the Due Diligence Period for a commercially reasonable reason, or (d) 5:00 p.m.

(Pacific time)

on the last day of the Exclusivity Period.

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.

are a renewable energy project developer dedicated to enabling the clean energy transition and providing critical grid stability via

solutions across a range of applications through our portfolio of utility-scale Battery Energy Storage System (BESS) and solar development

In April 2024, we acquired a portfolio of development-stage BESS and solar energy projects from Emergen Energy LLC (“Emergen”),

making us the project owner of 23 development stage utility-scale BESS projects with an estimated cumulative storage capacity of 1.965

gigawatts (GW) and 13 development stage solar energy projects with an anticipated cumulative generation capacity of 1.640 GW (collectively,

the “Development Projects”) once constructed and operational.

primary business objective is to become a grid-balancing operator by developing, commercializing, and operating a diversified portfolio

of BESS and solar energy projects.

We aim to leverage by partnering with advanced BESS technologies and Energy Management Systems (EMS)

to address the critical challenges associated with the integration of renewable energy into the electrical grid, particularly the imbalance

between energy supply and demand caused by the intermittent nature of solar and wind resources.

This approach aligns with the increasing

demand for grid stability in regions with high penetration of renewable energy, where imbalances between peak solar generation and peak

energy demand create revenue opportunities through energy storage and dispatch.

We plan to store excess energy generated during periods

of low demand and dispatch it during peak demand periods, thereby enhancing grid stability and efficiency.

Upon reaching commercial operation,

we hope to play a key role in stabilizing grid demand and supporting renewable energy integration through energy arbitrage and ancillary

Business in Battery Energy Storage Systems (BESS)

core business is anchored in the development and operation of BESS projects, which are strategically designed to mitigate the energy

imbalances and power deficits observed in markets with substantial solar and wind energy generation.

This event, often depicted by the

grid balancing, highlights the timing mismatch between peak renewable energy generation and peak electricity demand.

As renewable energy

production peaks during daylight hours and declines in the evening when energy demand is highest, supplemental energy supply sources

become increasingly critical.

Our BESS projects are positioned to address this imbalance by storing surplus energy during periods of

low demand and releasing it during high-demand periods, capturing value from daily price fluctuations.

By purchasing and storing energy

during low-cost, high-supply hours and selling it during high-demand periods when prices are at their peak, known as energy arbitrage

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 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,

enhancing grid stability and reducing energy costs.

These locations are suitable for battery storage facilities of approximately thirty

acres and undergo environmental studies and assessments to ensure feasibility.

While the letters of intent the Company has entered into

or negotiated for these projects are for specific locations, the Company’s development plans are not dependent on the landowner

or address, but, rather, are county based.

The Company believes it could adjust its plans to find a similar, suitable location if it

is unable to negotiate a definitive agreement to develop a project with the landowner.

maintain strong relationships with tier-one battery and equipment suppliers, utilities, and power purchasers to optimize transmission

efficiency and lower consumer costs.

We believe these partnerships may also help us secure regulatory support, ensure timely project

development within budget, and uphold high product quality standards.

Our strategic position allows us to secure multi-year customer

contracts before project construction and integrate emerging battery technologies into future developments.

Additionally, our systems

are designed to enable deferred infrastructure upgrades, reducing the need for costly grid enhancements by efficiently managing local

supply and demand.

Projects and Operational Progress

portfolio of Development Projects includes approximately 3.6 GW of alternating current (GWAC) power capacity across various regions served

by Independent System Operators (ISOs) such as ERCOT, WECC, PJM, and MISO.

These regions have been selected strategically based on favorable

market conditions, grid infrastructure, and regulatory environments conducive to renewable energy integration.

In connection with the

Emergen transaction, we have secured rights to comprehensive “Work Product” Intangible assets essential for project development,

including but not limited to:

feasibility studies determining capacity and compatibility, establishing a production model of the project

parameters, identifying any curtailment for the project, power flow site verification and substation identification, permitting and regulatory

compliance documentation, engineering designs, equipment procurement plans, site preparation guidelines, and noting project specific

to positive feasibility studies is the process of legal formation, analyzing and negotiating site control/surface and materials, and

identifying engineering requirements for construction, identifying and negotiating interconnection to the grid, identifying tax abatements,

and identifying permitting and study requirements, and noting additional project specific challenges.

These assets provide a robust foundation

for advancing our projects through the development lifecycle efficiently and effectively.

We are in the process of negotiating grid interconnection

agreements, ensuring compliance with applicable grid codes and standards, registering our projects for market participation, and coordinating

with ISOs to align dispatch and grid service requirements.

In addition, we are actively engaging with these ISOs to address cybersecurity

compliance and to develop comprehensive monitoring and reporting frameworks, which are essential for maintaining operational integrity

and grid support.

Redbird and Wildfire projects are currently the most advanced within our portfolio and are ready to proceed to the financing and construction

We are actively pursuing project-level debt and equity financing to fund the construction and/or operationalization of these

Upon securing financing, of which there can be no assurance we will be able to do so or do so on terms favorable to us, we

intend to execute binding agreements with key counterparties, initiate site preparation activities, and commence construction in accordance

with our development timelines.

As part of the rights to the Work Product and continued development, we identify and negotiate with the

appropriate counterparts in the specific project, but do not enter into binding contracts until specific project financing is obtained

so as to not create liabilities before project financing is secured.

We recognize the importance of managing risks associated with project

development, including regulatory, technical, financial, and market risks.

Our approach involves conducting thorough feasibility studies,

engaging in proactive stakeholder consultations, and maintaining flexibility in project planning.

We do not enter into binding contracts

related to site control, equipment procurement, or construction until project-specific financing is secured, mitigating financial exposure.

The next steps for these projects will include executing contracts with key counterparties, purchasing equipment, and initiating the

construction process.

Our current project pipeline consists of multiple BESS initiatives, with an estimated development timeline spanning

eight to nine years.

Battery Energy Storage Systems (BESS) industry is young but has experienced significant growth in the United States, driven by the integration

of renewable energy, the need for grid stability, and various economic and policy incentives.

According to Energy Storage News in March

2024, BESS installations “surged” with a 96% increase in cumulative capacity in 2023.

Energy Information Administration (EIA) report in January 2024, the U.S.

battery storage capacity has been growing since

2021 and could increase by 89% by the end of 2024 if developers bring all of the energy storage systems they have planned on line by

their intended commercial operation dates.

Developers currently plan to expand U.S.

battery capacity to more than 30 gigawatts (GW) by

the end of 2024, a capacity that would exceed those of petroleum liquids, geothermal, wood and wood waste, or landfill gas.

Energy Storage Systems (BESS) play a crucial role in managing the grid, and their importance is expected to increase as more electrification

and AI data centers are installed across the United States and the world.

In June 2024, Bloomberg

data revealed electricity demands from AI data centers are outstepping the available power supply in many parts of the world as AI wreaks

havoc on global power systems.

The sharp increase in demand for AI clusters has resulted in a notable emphasis on data center capacity,

placing significant strain on the power grid, generation capabilities, and environmental concerns.

With this surge in demand for

electricity, there is a corresponding need for efficient storage systems to balance supply and demand on the grid.

The current benefits

of BESS towards the grids are as follows:

BESS provides grid stabilization by balancing supply and demand, reducing the likelihood of blackouts and enhancing

the reliability of the electrical grid.

Energy Integration :

BESS allows for the efficient integration of renewable energy sources like solar and wind by storing excess

energy and releasing it when needed.

BESS helps reduce peak demand charges for utilities and consumers by discharging stored energy during high-demand periods.

of Fossil Fuel Dependence :

By enabling more renewable energy use, BESS decreases the reliance on fossil fuel-based power generation,

reducing greenhouse gas emissions.

BESS provides critical backup power during emergencies and natural disasters, ensuring continuous power supply for essential

we progress towards optimizing BESS operations for the future, several advantages become apparent:

Decentralization :

Future BESS deployments will support a more decentralized grid, empowering local communities with greater energy

independence and resilience.

Advances in battery techs and economies of scale will continue to drive down the costs of BESS, making it more accessible

and cost-effective for widespread use.

Renewable Penetration :

With improved storage capabilities, BESS will support even higher levels of renewable energy penetration,

facilitating the transition to a fully renewable energy grid.

Vehicle (EV) Integration :

BESS will play a crucial role in managing the increased demand from EVs, enabling efficient charging

infrastructure and energy management.

BESS market is projected to grow exponentially, making it a massive and lucrative market.

However, despite its rapid growth, there are

currently limited players involved in this sector.

Management believes this situation presents an opportunity for companies with extensive

development and operating experience like Bimergen Energy today to enter and capitalize on this expanding market.

As the US continues

to transition towards cleaner energy sources, BESS systems will become even more critical in ensuring a stable and resilient power grid

while reducing carbon emissions.

We believe it is an exciting time for the BESS industry with immense potential for growth and innovation.

report released in May 2024 by Aurora Energy Research on the use of Battery Energy Storage Systems (BESS) in the ERCOT Market stated

that these facilities have played a crucial role in Texas’ energy supply by providing dependable and affordable power during periods

of high demand.

February 2024, Canary Media issued a report stating that Texas will add more grid batteries in any other states in 2024.

Due to its affordable

land and thriving market, which are highly desirable for energy storage companies, the state of Texas is expected to surpass California

in battery installations this year.

In May 2024, the media company added that Texas rolled into 2024 with some 5.1 gigawatts of energy

storage online, second only to mighty California.

However, the U.S.

Energy Information Administration (EIA) predicts Texas will complete

another 6.4 gigawatts this year, outstripping California’s 5.2 gigawatts of new construction.

a new technology enabler, we offer an array of advanced green energy technology solutions embedded

with advanced BESS application for enterprises with projects applying our in-house technology innovation using system integration approach,

aiming to generate scalable technology revenue.

Energy Acquisition

April 14, 2024, the Company, Emergen Energy LLC, a Delaware limited liability company (“Emergen”), Bridgelink Development,

LLC, a Delaware limited liability company (“Bridgelink”) and C & C Johnson Holdings LLC, the sole member of Bridgelink

(“C&C”) entered into a Membership Interest Purchase Agreement (the “MIPA”) (the “Business Combination”).

April 24, 2024 (the “Closing”) the Company completed the acquisition of Emergen pursuant to the MIPA whereby the Company

issued 1,587,300 unregistered shares of its common stock to Emergen’s sole member, C&C Johnson Holdings LLC (“C&C”)

in exchange for 100% of Emergen’s equity interests.

C&C is controlled by Cole Johnson who became our President and a director

following the Closing as well as the President of the Company’s BESS and Solar Divisions.

In addition, Emergen became a wholly

owned subsidiary of the Company with C&C’s owning approximately 31.3% of the Company’s issued and outstanding shares

of the Company’s capital stock.

in a letter agreement executed and disclosed in January 2024 the above acquisition was contingent upon the parties entering into a definitive

agreement which would contain certain conditions to close, including a commitment for a capital investment or other financing transaction

of not less than $50,000,000 (the “Capital Infusion”) prior to closing.

This Capital Infusion condition was negotiated out

of the acquisition definitive agreement.

holds a portfolio of battery energy storage system (“BESS”) projects identified in the MIPA with a cumulative storage capacity

estimated at 1.965 gigawatts (GW) upon completion of the construction of such project (the “BESS Development Projects”) and

rights to develop a portfolio of solar energy development projects with a cumulative capacity estimated at 3.840 GW upon completion of

construction of such project (the “Solar Development Projects,” together with the BESS Development Projects, collectively,

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.

plan to raise the working capital and project specific financing we need to commence the Development Projects through future debt and

equity financing.

As of the date of this prospectus we have not established a reasonable expectation of both financing and completion

of any of the Development Projects.

Projects are the result of a significant amount of feasibility studies determining capacity and compatibility, establishing production

model of the project parameters, identifying any curtailment for the project, power flowsite verification and substation identification,

and noting project specific challenges.

Subsequent to positive feasibility studies is the development process of legal formation, analyzing

and negotiating site control/surface and materials, identifying engineering requirements before construction, identifying and negotiating

interconnection to the grid, identifying tax abatements, identifying permitting and study requirements, and noting project specific challenges.

We identify and negotiate with the appropriate counterparts in the specific project but do not enter into binding contracts until specific

project financing is obtained.

Currently we have no binding contracts for our development projects.

Emergen, Bimergen Energy management will determine which projects will be developed and when, how financing arrangements will be pursued

and accepted, and whether a project may be sold instead of developed, and the criteria for establishing the sale price.

was formed on April 4, 2024 and had no operating activity but held the Development Projects.

The Development Projects were assigned to

Emergen on April 23, 2024 with no cost basis and deemed to be intangible

an accounting perspective, we treated the transaction as an acquisition of assets versus a business combination due to the lack of any

Also, the projects that were purchased in the acquisition were development stage and deemed to not be tangible assets under

FASB 805-10-20 and have classified these as intangible assets with indefinite useful lives and are not amortized but are tested for impairment

annually, or more frequently if events or changes in circumstances indicate the assets may be impaired.

To the extent that an intangible

asset is successfully developed into a revenue-generating asset, it will be relieved over time in the same time period as the property,

plant and equipment purchased to have the project become a revenue-generating project.

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.

valued the transaction at the value of $22,222,200, the value of the restricted stock ($14.00 closing price per share on April 24, 2024)

issued as consideration for Emergen.

Emergen had no liabilities associated with it at the time of the transaction.

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.

May 30, 2024, Emergen entered into a Project Sale Agreement (“Agreement”) with Bridgelink for an estimated 2.425 GW of Emergen’s

estimated 3.840 GW of solar energy development projects.

Bridgelink has sold these greenfield projects, along with projects in its own

portfolio, to an unrelated third party (“Purchaser”) which also executed that agreement on May 30, 2024.

The total amount

to be received by Emergen for the projects sold to Bridgelink is $19,400,000, provided the projects achieve a Point of Interconnection

and subsequently obtain all Necessary Land Rights.

Bridgelink retains the option to transfer or return certain or all projects within

ten (10) days written notice to Emergen.

A deposit from Bridgelink will be received within five business days of the execution of the

agreement for $943,500 and Emergen will pay 62.5% ($589,687.50) to Energy Independent Partners LLC, a Delaware limited liability company,

(“EIP”) in accordance with the Project Management Services Agreement by and between (i) Bimergen Energy;

(ii) Emergen;

(iii) EIP and the remaining 37.5% (353,812.50) of the proceeds shall remain with Emergen.

The remaining proceeds of $18,456,500 shall

be received within five business days of when Bridgelink receives milestone payments from the Purchaser for these projects.

This Agreement

is still in effect and there have been no changes to the Agreement.

The $943,500 deposit was paid to Emergen in June 2024.

the event that Purchaser, under the purchase agreement decides to transfer any Project along with its interests to Bridgelink or any

creditworthy entity designated by Bridgelink (“Returned Project”), Bridgelink shall provide written notice to Emergen within

ten (10) business days of receipt of such notice from the Purchaser and Bridgelink shall convey, transfer, assign, deliver, and contribute

over certain rights and interests to the Returned Project to Emergen within ten (10) business days of receipt of such Returned Project,

unless otherwise agreed upon by Emergen in writing.

For clarity, any creditworthy entity designated by Bridgelink shall be confirmed

in writing by Emergen.

Bridgelink is to receive payment from the Purchaser no later than March 31 of the year following each calendar

year end for any milestones that have been achieved during that calendar year.

Emergen is to receive payment within five days from Bridgelink

receiving payment from the Purchaser.

Effective December 31, 2024, Emergen and Bridgelink amended the Agreement to provide that Bridgelink could only return

a Project if it has not yet made a milestone payment to Emergen on prior to the seventh (7th) anniversary of the Effective Date of the

Projects sold by Emergen to Bridgelink are in what are termed as “Greenfield Projects.” With respect to each Greenfield Project,

Emergen will be paid:

$5,000 per megawatt (in alternating current) measured at the Point of Interconnection after such Greenfield Project has secured all necessary

land rights as determined in good faith ($12,125,000 for the estimated 2,425 megawatts sold);

$3,000 per megawatt (in alternating current) measured at the Point of Interconnection when the relevant Greenfield Project has achieved

ready-to-build (RTB) status as determined in good faith ($7,275,000 for the estimated 2,435 megawatts sold.

is no specified timeframe for the milestones to be achieved.

deposit has been recorded as proceeds received on sale of intangible assets - subject to return rights until there is no longer a right

to return the Projects.

The remainder of the transaction is disclosed as a footnote to the financial statements but not recorded within

the financial statements.

All payments that are received will be recorded as proceeds received on sale of intangible assets - subject

to return rights with proper footnote explanation of the transaction and will not be recorded as revenue until the right Bridgelink to

return the Project and request a full refund no longer exists.

There are no other sale contingencies besides those disclosed herein.

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:

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

$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”).

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:

$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”).

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 developed.

If any Development Projects pursuant to the Agreement are sold by Emergen

to a third-party then EIP would be due the greater of:

(i) 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 .

For each other renewable energy development asset held by the Company, which are neither BESS Development Projects

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

The 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 Fees.

EIP will be paid on the same timing as the funding

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.

as an employee or consultant to Emergen and/or the head of the BESS and Solar Division of Bimergen Energy, 62.5% of any remaining

BESS and Solare Development Fees 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);

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.

If any Development Projects pursuant to the Agreement are sold by Emergen

to a third-party then EIP would be due the greater of:

(i) any 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.

Subject 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

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

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.

Company acquired BTM on March 31, 2022 (the “Closing Date”) through a share exchange pursuant to a Share Exchange

Agreement (the “Share Exchange Agreement”) by and among the Company, BTM, each of BTM’s shareholders

(each, a “Seller” and collectively, the “Sellers”), and Benjamin Tran, solely in his capacity as Sellers’

Representative (“Sellers’ Representative”).

The transaction contemplated by the Share Exchange Agreement is hereinafter

referred to as the “Share Exchange”).

The Share Exchange Agreement provides that the Company will acquire from the Sellers,

an aggregate of 673,659 shares of BTM’s Common Stock, par value $0.001 per share, representing 100% of the issued and

outstanding shares of BTM (collectively, the “BTM Shares”).

In consideration of the BTM Shares,

the Company issued to the Sellers an aggregate of 9,000,000 shares of the Company’s newly authorized Series A Convertible Preferred

Stock, par value $0.001 per share (the “Series A Preferred Stock”).

Each BTM Share shall be entitled to receive

0.09543 shares of Series A Preferred Stock.

Each share of Series A Preferred Stock shall automatically convert into 0.385541 shares (an

aggregate of approximately 3,469,867) of the Company’s Common Stock (the “Company Common Stock”) upon filing of an

amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock so that there are

a sufficient number of shares of Company Common Stock authorized but unissued to permit a full conversion of all the Series A Preferred

Effective as of June 27, 2022, the Series A Preferred Stock automatically converted into 3,469,866 shares of Company Common Stock

following the June 27, 2022 filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized

common stock to 1,000,000,000 shares.

Upon conversion of the Series A Preferred Stock, the Sellers held, in the aggregate, approximately

96% of the issued and outstanding shares of Company 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.

to March 31, 2022, we were engaged in the business of owning, developing and leasing the Quad Video Halo video recording system (“QVH”)

used to record medical procedures including the collection of accounts receivables related to previously provided spine injury diagnostic

services (collectively, the “QVH Business”).

On June 30, 2022, we sold the assets related to the QVH Business.

Business in Battery Energy Storage Systems (BESS)

core business plan is focused on sustainable revenue growth through the successful commercialization of our BESS and solar projects,

following our recent acquisition of Emergen Energy LLC.

This acquisition has given us Development Projects of an estimated 3.6 GWAC power

capacity from our BESS and solar project pipeline, each of which are strategically located in various ISO’s we are currently collaborating

In addition to these large utility-scale projects, we are actively exploring potential joint ventures and partnerships with operating

partners to generate further revenue streams from our BESS operations.

Our Technology Enabler Solutions division is also expected to

contribute to our revenue growth through in-house technology innovations and strategic mergers and acquisitions targeting specific green

energy applications.

These initiatives align with our overall strategy of developing utility-scale renewable energy projects to meet

the growing demand for sustainable energy solutions with emphasis in microgrid as strategic unique approach on the market.

have engaged in discussions with multiple advanced Tier 1 battery energy storage system (BESS) suppliers and other major equipment providers.

These potential suppliers bring several benefits to the table, including a strong emphasis on safety, cost-effectiveness, and a long

lifespan for their products.

Additionally, many of these suppliers offer product warranties, providing added assurance to our customers.

At this time, no definitive supplier agreements have been executed

Purchasing Customers

have taken a proactive approach in expanding its energy business by engaging in thorough discussions with local utility suppliers.

suppliers are key players in the region’s energy infrastructure, operating both electric transmission and distribution systems.

They boast advanced grid infrastructure and provide electricity and natural gas services to millions of customers across multiple states

including Texas, Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma, Midwest and South regions such as Ohio and West Virginia.

building strong partnerships with these suppliers, the Company aims to achieve its presence in the energy market and provide reliable

and efficient services to a wider range of customers.

Collaboration

with Independent System Operators (ISOs)

potential BESS customers are key players in the energy industry, such as utility companies, who operate within regions covered by major

entities like the Electric Reliability Council of Texas (ERCOT), California Independent System Operator (CAISO), Western Electricity

Coordination Council (WECC), Midcontinent Independent System Operator (MISO), and PJM Interconnection (PJM).

These are some of the largest

and most influential organizations in the United States responsible for managing the transmission and distribution of electricity.

play a critical role in ensuring reliable access to power for millions of people.

Our BESS systems can provide utility companies with

valuable tools for selling and buying stored energy, improving their overall efficiency and resiliency.

By partnering with these leading

ISO’s, we can help drive the widespread adoption of sustainable energy solutions across various regions, ultimately working towards

a more sustainable future.

Future Growth Plan

Energy is committed to leveraging our renewable energy platform, technology, leadership, and strong market position to revolutionize

the clean energy sector for a sustainable future.

Our growth strategy is multi-faceted, focusing on key initiatives designed to achieve

a market presence, drive innovation, and deliver long-term value to our shareholders.

of Battery Energy Storage Systems (BESS)

will continue to expand our current development pipeline of approximately 2 gigawatts (GW) of BESS in strategically selected regions

in key ISO’s.

We expect to expand this pipeline to over 5GW over the next 3-5 years Leadership may choose to accelerate

this goal as we expand the business.

We believe this expansion will enhance grid stability and facilitate the integration of renewable

energy sources, addressing the increasing demand for sustainable energy solutions.

Management Enhancement

concentrating on specific areas requiring additional support, we aim to enhance grid management capabilities.

We believe this effort

will ensure a more reliable and efficient energy distribution network, minimizing disruptions and optimizing energy flow.

Technological

Energy will actively pursue partnerships and acquisitions of cutting-edge technology solutions.

We believe these initiatives will support

grid balancing and green energy projects, allowing us to stay at the forefront of technological advancements in the energy sector.

commitment to innovation is expected to drive the development of new technologies that support sustainable energy infrastructure.

of Service Offerings

plan to broaden our portfolio of value-add services to meet the diverse needs of our potential global customer base.

Our planned expanded

service offerings will include product upgrades, performance analysis, risk management products, and software support.

By leveraging

data-driven insights from our extensive installation base, we believe these service offerings will provide tailored solutions that enhance

operational efficiency and performance assurance for our customers.

strategic alliances with leading technology groups and other investment companies is a cornerstone of our growth strategy.

these partnerships will enable us to maximize the output and efficiency of our BESS assets;

and collaborative efforts in these partnerships

will also facilitate the development and deployment of innovative solutions, enhancing the overall performance of our energy storage

systems and driving mutual growth.

of Proven Technologies

will seek out and acquire proven technologies that complement our existing offerings.

This approach is expected to ensure that we deliver

state-of-the-art solutions to our potential customers, maintaining our competitive edge and reinforcing our commitment to technological

Through these strategic initiatives, we believe Bimergen Energy is well-positioned to lead the energy industry’s transition

to sustainable practices.

Our comprehensive growth strategy is designed to drive innovation, achieve market presence, and create long-term

value for our stakeholders, ensuring a brighter and more sustainable future for the global energy sector.

is no significant seasonality in our business.

will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to our business

in any jurisdiction which we would conduct activities.

On the federal level, the General Energy Regulatory Commission (FERC) regulates

battery energy storage systems (BESS).

FERC regulates the sale of energy, capacity, and ancillary services at wholesale and the transmission

of electricity in interstate commerce pursuant to its authority under the Federal Power Act.

FERC has authority over the rates, charges

and other terms for the sale of electricity at wholesale by entities that own or operate projects subject to FERC jurisdiction, including

both generation and battery storage projects, as well as for transmission services.

In Texas, generating facilities within the footprint

of the Electric Reliability Council of Texas (“ERCOT”) are regulated by the Public Utility Commission of Texas (the “PUCT”).

The markets covering most of Texas (ERCOT) are not overseen by FERC and are not under FERC jurisdiction.

We do not believe that these

regulations will have a material impact on the way we currently conduct our business.

History of the Company

of Bitech Mining Corporation

Company acquired Bitech Mining Corporation (“Bitech Mining”) on March 31, 2022 (the “Closing Date”) through a

share exchange pursuant to a Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, Bitech Mining,

each of Bitech Mining’s shareholders (each, a “Seller” and collectively, the “Sellers”), and Benjamin Tran,

Company acquired Bitech Mining Corporation (“BTM”) on March 31, 2022 (the “Closing Date”) through a

share exchange pursuant to a Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, BTM,

each of BTM’s shareholders (each, a “Seller” and collectively, the “Sellers”), and Benjamin Tran,

solely in his capacity as Sellers’ Representative (“Sellers’ Representative”).

2 unchanged sentences

The Share Exchange Agreement provides that

the Company will acquire from the Sellers, an aggregate of 94,312,250 shares of Bitech Mining’s Common Stock, par value $0.001

per share, representing 100% of the issued and outstanding shares of Bitech Mining (collectively, the “Bitech Mining Shares”).

In consideration of the Bitech Mining Shares, the Company issued to the Sellers an aggregate of 9,000,000 shares of the Company’s

the Company will acquire from the Sellers, an aggregate of 673,659 shares of BTM’s Common Stock, par value $0.001 per

share, representing 100% of the issued and outstanding shares of BTM (collectively, the “BTM Shares”).

In consideration of the BTM Shares, the Company issued to the Sellers an aggregate of 9,000,000 shares of the Company’s

newly authorized Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”).

Bitech Mining Share shall be entitled to receive 0.09543 shares of Series A Preferred Stock.

BTM Share shall be entitled to receive 0.09543 shares of Series A Preferred Stock.

Each share of Series A Preferred Stock shall

8 unchanged sentences

held, in the aggregate, approximately 96% of the issued and outstanding shares of Company capital stock on a fully diluted basis.

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

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

the acquirer for accounting purposes.

1 unchanged sentence

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

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

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

financial results.

of Quad Video Assets

June 30, 2022 (the “Effective Date”), we completed the sale of all of the assets of our wholly owned subsidiary Quad Video

(“Quad Video”) pursuant to the terms of an Asset Purchase Agreement entered into among Quad Video, Quad Video

Holdings Corporation (“Quad Holdings”) and Peter Dalrymple, a former officer, director and substantial shareholder of the

Company (“Dalrymple,” together with Quad Holdings, collectively, the “Buyers”) dated as of the Effective Date

(the “Quad Video APA”).

Pursuant to the terms of the Quad Video APA, Quad Video sold all of its assets to Quad Holdings which

included its accounts receivables, fixed assets, intangible assets and all customer lists associated with Quad Video’s business

(the “Quad Video Assets”).

the terms of the Quad Video APA, the amount of the consideration paid to the Company for purchase of the Quad Video Assets was Mr.

cancellation of a promissory note with an approximate principal balance of $8,789 plus accrued interest as of the Effective Date issued

by the Company to Mr.

Dalrymple and the cancellation of a security agreement securing payment of that note pursuant to a Secured Promissory

Note and Security Agreement Cancellation Agreement and assumed all liabilities related the Quad Video’s operations and the Quad

Video Assets and terminated the Management Services Agreement entered into among the Company, Quad Video and Dalrymple dated March 31,

2022 pursuant to a Management Services Termination Agreement.

addition, on the Effective Date, we completed the sale of certain accounts receivables related to our spine pain management business

pursuant to the terms of an Asset Purchase Agreement entered into among the Company, SPIN Collections LLC, a company owned or controlled

by Dalrymple and Dalrymple (the “SPIN Accounts Receivable APA”).

The consideration received by the Company in connection

with the SPIN Accounts Receivable APA was $10.00 and other good and valuable consideration that was nominal and immaterial.

to March 31, 2022, we were engaged in the business of owning, developing and leasing the Quad Video Halo video recording system (“QVH”)

used to record medical procedures including the collection of accounts receivables related to previously provided spine injury diagnostic

services (collectively, the “QVH Business”).

On June 30, 2022, we sold the assets related to the QVH Business.

as of June 27, 2022, we issued an aggregate of 485,781,168 shares (the “Conversion Shares”) of our common stock upon the

conversion of 9,000,000 shares of our Series A Convertible Preferred Stock, $0.001 par value per share (the “Series A Preferred”).

The shares of the Series A Preferred were issued to the former shareholders of Bitech Mining on March 31, 2022 in exchange for their

shares in Bitech Mining representing 100% of the issued and outstanding shares of Bitech Mining.

The Series A Preferred automatically

converted into our common stock upon our filing of a Certificate of Amendment to our Certificate of Incorporation, as amended on June

January 28, 2025, Bitech Technologies Corporation, now known as Bimergen Energy Corporation (the “Registrant”), filed a Certificate

of Amendment (the “Amendment”) to its Certificate to Incorporation, as amended (the “Charter”) 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 (the “Reverse Split”);

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

(the “Name Change”).

On 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.

Capital commitments.

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.

Ownership 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.

Initial projects.

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.

Status 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

of December 31, 2024, the Company currently employed a total of 6 individuals in executive or managerial positions.

This includes two

full-time employees and six contracted consultants who bring their expertise and experience to our team.

To date, we have not experienced

any work stoppages and we consider our relationship with our employees to be good.

None of our employees are either represented by a

labor union or are subject to a collective bargaining agreement.

This includes

three full-time employees and three contracted consultants who bring their expertise and experience to our team.

To date, we have

not experienced any work stoppages and we consider our relationship with our employees to be good.

None of our employees are either

represented by a labor union or are subject to a collective bargaining agreement.

reporting companies are not required to provide the information required by this item.

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 1. Business