Bimergen Energy Corp 10-K

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This management discussion and analysis (“MD&A”) of the financial condition and results of operations of Bimergen Energy Corporation (the “Company,” “Bimergen Energy,” “our” or “we”) is for the years ended December 31, 2024 and 2023. It is supplemental to, and should be read in conjunction with, our financial statements for the period January 8, 2021 (inception) through December 31, 2024 and the accompanying notes for such period included in our Current Report on Form 8-K filed with the Securities and Exchange Commission, or SEC, on April 4, 2022. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Financial information presented in this MD&A is presented in United States dollars (“$” or “US$”), unless otherwise indicated. The information about us provided in this MD&A, including information incorporated by reference, may contain “forward-looking statements” and certain “forward-looking information” as defined under applicable United States securities laws. All statements, other than statements of historical fact, made by us that address activities, events or developments that we expect or anticipate will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by, followed by or that include words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words and includes, among others, information regarding: our future business activities; our ability to generate revenues; our need for substantial additional financing to operate our current and future business and difficulties we may face acquiring additional financing on terms acceptable to us or at all; risks related to competition; risks related to our lack of internal controls over financial reporting and their effectiveness; increased costs we are subject to as a result of being a public company in the United States; and other events or conditions that may occur in the future. Forward-looking statements may relate to future financial conditions, results of operations, plans, objectives, performance or business developments. These statements speak only as at the date they are made and are based on information currently available and on the then current expectations of the party making the statement and assumptions concerning future events, which are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from that which was expressed or implied by such forward-looking statements. Although we believe that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements, because no assurance can be given that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks discussed above. Consequently, all forward-looking statements made in this MD&A and other documents, as applicable, are qualified by such cautionary statements, and there can be no assurance that the anticipated results or developments will actually be realized or, even if realized, that they will have the expected consequences to or effects on us. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that we and/or persons acting on its behalf may issue. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required under securities legislation. 19 Overview of the Business We 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 projects. 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. Our 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 services. Core Business in Battery Energy Storage Systems (BESS) Our 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. In 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. Our systems will enable more flexible and adaptive grid operations, accommodating dynamic energy flows and diverse generation sources. These ancillary services both relieve grid stress, offer additional potential revenue streams, and maximize likelihood of punctual project development within budget and ensure product quality standards. We believe we well- positioned to leverage our existing relationships to secure multi-year customer contracts prior to project construction and integrate cutting-edge battery technologies as they are developed into future developments. Our systems will also be capable of deferred infrastructure upgrades, which reduce the need for expensive grid infrastructure upgrades by efficiently managing local supply and demand. We 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. 20 We 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. Development Projects and Operational Progress Our 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 challenges. Subsequent 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. Our Redbird and Wildfire projects are currently the most advanced within our portfolio and are ready to proceed to the financing and construction phases. We are actively pursuing project-level debt and equity financing to fund the construction and/or operationalization of these projects. 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. The Redbird and Wildfire projects are prioritized, as they are closest to a ready-to-build status. The current progress of our portfolio of 23 BESS projects and 13 Solar Projects are included in the table below: 21 Emergen Energy LLC BESS Projects: Projects (2) (3) (4) (5) (6) (11) County State Zone BESS (MWac) BESS (MWhr) Site Control Estimated Permitting Complete (9) Estimated Cost of Project (10) Development Fees Redbird BESS (1) Fort Bend TX ERCOT-Houston 100 400 LOI (7 ) 65 % $ 160,000,000 $ 3,500,000 Wildfire BESS (1) Caldwell TX ERCOT-South 100 400 LOI (7 ) 45 % $ 160,000,000 $ 3,500,000 Friendship Llano TX ERCOT/West 60 240 LOI (7 ) 35 % $ 100,000,000 $ 2,100,000 Lady Bird Llano TX ERCOT/West 60 240 LOI (7 ) 35 % $ 100,000,000 $ 2,100,000 Longhorn Llano TX ERCOT/West 60 240 LOI (7 ) 35 % $ 100,000,000 $ 2,100,000 Pecan Llano TX ERCOT/West 60 240 LOI (7 ) 35 % $ 100,000,000 $ 2,100,000 Prickly Pear Llano TX ERCOT/West 60 240 LOI (7 ) 35 % $ 100,000,000 $ 2,100,000 Yellow Rose Llano TX ERCOT/West 60 240 LOI (7 ) 35 % $ 100,000,000 $ 2,100,000 Bright Light Llano TX ERCOT/West 60 240 LOI (7 ) 35 % $ 100,000,000 $ 2,100,000 TPLT 1-10 BESS El Paso TX ERCOT/West 100 400 (8 ) 25 % $ 160,000,000 $ 2,100,000 WR Ranch TX BESS 1 El Paso TX ERCOT/North 120 480 (8 ) 25 % $ 185,000,000 $ 2,100,000 TOTAL 840 3,360 TPL EPE El Paso TX WECC 25 100 (8 ) 25 % $ 55,000,000 $ 875,000 X-One Solar Ranch 1 Mohave AZ WECC 100 400 (8 ) 25 % $ 160,000,000 $ 3,500,000 Dunton Ranch 1 Mohave AZ WECC 100 400 (8 ) 25 % $ 160,000,000 $ 3,500,000 Aldahra Farm 1 Maricopa AZ WECC 100 400 (8 ) 25 % $ 160,000,000 $ 3,500,000 Aldahra Farm 2 Maricopa AZ WECC 100 400 (8 ) 25 % $ 160,000,000 $ 3,500,000 TOTAL 425 1,700 BL PJM BESS 1 Smyth VA PJM 50 200 (8 ) 25 % $ 90,000,000 $ 1,750,000 BL PJM BESS 2 Huntingdon PA PJM 50 200 (8 ) 25 % $ 90,000,000 $ 1,750,000 TOTAL 100 400 Gibbs Ranch BESS 1 DeSoto Parish LA MISO 120 480 (8 ) 25 % $ 185,000,000 $ 4,200,000 Gibbs Ranch BESS 2 DeSoto Parish LA MISO 120 480 (8 ) 25 % $ 185,000,000 $ 4,200,000 TG BESS 1 DeSoto Parish LA MISO 120 480 (8 ) 25 % $ 185,000,000 $ 4,200,000 TG BESS 2 DeSoto Parish LA MISO 120 480 (8 ) 25 % $ 185,000,000 $ 4,200,000 Neighbors BESS 1 DeSoto Parish LA MISO 120 480 (8 ) 25 % $ 185,000,000 $ 4,200,000 TOTAL 600 2,400 TOTAL MWac 1,965 7,860 $ 3,165,000,000 $ 68,775,000 (1) At 15% Engineering complete with 30% attainable in 45 days. At Project Financing, Engineering will be with third party contractor. (2) Battery and connection component procurement is expected to be 6 to 9 months after funding has been secured (3) Project Construction is expected to be 2-3 months, after funding is secured and battery and connection procurement arrives on site. (4) No Project Financing is currently secured for these projects and no milestone will be achieved until financing is secured. (5) No contractual arrangements have been executed with third parties to construct. (6) No contractual arrangements have been executed with customers. (7) Letter of Intent (LOI) for land lease originally executed but expired. (8) Pre-LOI for land lease (9) Permitting and/or no permit required letter is estimated to be complete 90 - 150 days after funding is secured for the project. This includes This includes Jurisdictional Waters of U.S. Delineation, Protected Species Habitat Assessment, Cultural Resources Review & Consultation, FAA Filing, Approved Jurisdictional Determination Request, Wildlife Agency Consultation, Bird and Wildlife Conservation Strategy, Unanticipated Discovery Plan (UDP), Final Interconnection Permit. (10) The main components of the Estimated cost of the Project are (a) 75% Purchased Equipment including but not limited to batteries and electrical interconnections, (b) 17% construction costs and labor for system set up, (c) 6% project financing costs and fees and (d) 2% milestone development fees. (11) We are targeting obtaining financing for 2 to 3 projects each fiscal year depending on respective project capital needs. Redbird and Wildfire projects are anticipated to be the first to be financed given they are closest to a ready to build status. We will be maintaining and moving forward the development status of the projects not yet funded by managing the various aspects of the project as required. Funding is initially being sought from tier one lenders and alternative financing institutions currently funding renewable energy projects. We currently are focusing our efforts on the BESS projects for financing and operations and with the current project profile expect to have an 8 to 9 year pipeline of existing BESS projects. If for any reason a project is not developed or constructed due to lack of funding we will either sell the project in its current development stage, partner with another group on that specific BESS project or close down the project if it is no longer seen to be a viable project. 22 Emergen Energy LLC Solar Projects: Solar Projects (1) (2) (3) (4) (5) (6) (11) County State Zone Solar Mwac Site Control Estimated Permitting Complete (9) Estimated Cost of Project (10) Development Fees Redbird Solar Fort Bend TX ERCOT-Houston 100 LOI (7 ) 10 % $ 125,000,000 $ 3,500,000 Friendship Llano TX ERCOT/ West 120 LOI (7 ) 15 % $ 150,000,000 $ 4,200,000 Lady Bird Llano TX ERCOT/ West 120 LOI (7 ) 15 % $ 150,000,000 $ 4,200,000 Longhorn Llano TX ERCOT/ West 120 LOI (7 ) 15 % $ 150,000,000 $ 4,200,000 Pecan Llano TX ERCOT/ West 120 LOI (7 ) 15 % $ 150,000,000 $ 4,200,000 Prickly Pear Llano TX ERCOT/ West 120 LOI (7 ) 15 % $ 150,000,000 $ 4,200,000 Yellow Rose Llano TX ERCOT/ West 120 LOI (7 ) 15 % $ 150,000,000 $ 4,200,000 Bright Light Llano TX ERCOT/ West 120 LOI (7 ) 15 % $ 150,000,000 $ 4,200,000 TPL EPE Solar El Paso TX WECC 50 (8 ) 10 % $ 63,000,000 $ 1,750,000 X-One Solar Ranch 3 Mohave AZ WECC 75 (8 ) 10 % $ 94,000,000 $ 2,625,000 X-One Solar Ranch 4 Mohave AZ WECC 75 (8 ) 10 % $ 94,000,000 $ 2,625,000 Aldahra Farm 1 Solar Maricopa AZ WECC 250 (8 ) 10 % $ 315,000,000 $ 8,750,000 Aldahra Farm 2 Solar Maricopa AZ WECC 250 (8 ) 10 % $ 315,000,000 $ 8,750,000 TOTAL MWac 1,640 $ 2,056,000,000 $ 57,400,000 (1) Minimal Engineering complete with 30% attainable in 180 days. At Project Financing, Engineering would be with third party contractor. (2) Battery and connection component procurement is expected to be 6 to 9 months after funding has been secured (3) Project Construction is expected to be 2-3 months, after funding is secured and battery and connection procurement arrives on site. (4) No Project Financing is currently secured for these projects and no milestone will be achieved until financing is secured. (5) No contractual arrangements have been executed with third parties to construct. (6) No contractual arrangements have been executed with customers. (7) Letter of Intent (LOI) for land lease originally executed but expired. (8) Pre-LOI for land lease (9) Permitting and/or no permit required letter is estimated to be complete 90 - 150 days after funding is secured for the project. This includes This includes Jurisdictional Waters of U.S. Delineation, Protected Species Habitat Assessment, Cultural Resources Review & Consultation, FAA Filing, Approved Jurisdictional Determination Request, Wildlife Agency Consultation, Bird and Wildlife Conservation Strategy, Unanticipated Discovery Plan (UDP), Final Interconnection Permit. (10) The main components of the Estimated cost of the Project are (a) 60% Purchased Equipment including but not limited to solar panels and electrical interconnections, (b) 32% construction costs and labor for system set up, (c) 6% project financing costs and fees and (d) 2% milestone development fees. (11) We are focusing our project financing efforts on our BESS projects. We will be maintaining and moving forward the development status of the Solar projects by managing the various aspects of the project as required with minimal capital requirement. If for any reason a project is not developed or constructed due to lack of funding we will either sell the project in its current development stage, partner with another group on that specific solar project or close down the project if no longer seen to be a viable project 23 Corporate History Bimergen Energy Corporation was incorporated under the laws of Delaware on March 4, 1998. The Company acquired Bitech Mining Corporation (“BTM”) on March 31, 2022 pursuant to a Share Exchange Agreement. Pursuant to the Share Exchange Agreement we acquired an aggregate of 673,659 shares of BTM’s common stock representing 100% of the issued and outstanding shares of BTM in exchange for an aggregate of 9,000,000 shares of the Company’s newly authorized Series A Convertible Preferred Stock. Effective June 27, 2022, each share of Series A Preferred Stock automatically converted into 0.385541 shares (an aggregate of 3,469,866 shares) of the Company’s Common Stock upon filing of an amendment to its Certificate of Incorporation increasing the number of the Company’s authorized common stock to 1,000,000,000. Upon conversion of the Series A Preferred Stock, the former share owners of BTM held, in the aggregate, approximately 96% of the issued and outstanding shares of the Company’s capital stock on a fully diluted basis. The Share Exchange was treated as a recapitalization and reverse acquisition for financial reporting purposes, and BTM is considered the acquirer for accounting purposes. As a result of the Share Exchange and the change in our business and operations, a discussion of the past financial results of our predecessor, Spine Injury Solutions Inc., is not pertinent, and under applicable accounting principles, the historical financial results of BTM, the accounting acquirer, prior to the Share Exchange are considered our historical financial results. The Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware on April 29, 2022 to change its name to Bitech Technologies Corporation. On January 28, 2025, the Company filed a Certificate of Amendment to its Certificate to Incorporation to: (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. On April 24, 2024 (the “Closing”) the Company completed the acquisition of Emergen in accordance with 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. Emergen 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 1.640 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. In 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 by the U.S. 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. 24 The following agreements were entered into on the date of Closing as provided for in the MIPA: Project Management Services Agreement At 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. Johnson. 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. Payment for Service. The Issuer agreed to pay Energy Independent Partners the following fees for providing the Services: BESS Development Fees . In consideration of the provision of the Services related to the BESS Development Projects, and subject to the terms and conditions herein, during the Term, Bitech shall pay EIP the following amounts per BESS Development Project: $0.035 per W for each applicable BESS Development Project, subject to such BESS Development Project achieving sufficient project specific equity or debt financing from third parties to fund the payment of the fees (“BESS Development Fees”). Currently, the Company is focusing on developing the BESS projects and the total fees related to all 23 of the BESS projects would be the $0.035 per watt multiplied by the estimated capacity 1.965 GW (1,965,000,000 watts) or approximately $69 million. Solar 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. Other 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”). Timing 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 terms. For example: 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. These 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. Acceleration of Payment Clause: Within ninety (90) days (i) of the effective date of a Change of Control or (ii) the removal of Cole W. Johnson as an employee or consultant to Emergen and/or the head of the BESS and Solar Division of Bimergen Energy, any remaining BESS Initial Fee and Solar Initial Fee shall become due and payable. A “Change of Control” shall be deemed to have occurred if, after the Effective Date, (x) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing more than 50% of the combined voting power of the Company is acquired by any “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company); (y) the merger or consolidation of the Company with or into another corporation where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Company immediately prior to such merger or consolidation; or (z) the sale or other disposition of all or substantially all of the Company’s assets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of the Company immediately prior to such sale or disposition. 25 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. The 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 upon Cole W. Johnson (a) remaining an employee or consultant to Emergen and/or the head of the BESS and Solar Division of the Company and/or (b) as an interest owner in the Energy Independent Partners during the period of time in which the applicable BESS Development Fees, the Solar Development Fees or Other Development Fees are payable. Subject to the foregoing, the BESS Development Fees, the Solar Development Fees or Other Development Fees are payable within ten (10) days of satisfaction of the conditions to payment as discussed above. Payment 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; (b) by 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; (c) by Energy Independent 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. 26 Comparison of the years ended December 31, 2024 and 2023. We have generated no revenues from our primary business for the year ended December 31, 2024 and 2023. During the year ended December 31, 2024, we incurred $2,758,731 of general and administrative expenses compared to $927,726 for the same period in 2023. General and administrative expenses have increased during 2024 compared to 2023 as the Company began operations related to Emergen (acquired April 2024, it’s BESS operation.) During the year ended December 31, 2024, a significant portion of general and administrative expenses was $1,246,182 of stock compensation expenses compared to $378,559 for the same period in 2023. Stock compensation expenses are related to stock awards and stock option valuation over the life of the option. As a result of the foregoing, we had net loss of ($2,757,687) for the year ended December 31, 2024, compared to a net loss of ($920,418) for the year ended December 31, 2023. Liquidity and Capital Resources As of December 31, 2024 and 2023, we had total current liabilities of $1,756,985 and $35,229, respectively, and current assets of $1,028,877 and $163,417, respectively, to meet our current obligations. As of December 31, 2024, we had working capital of ($728,108), a decrease of working capital of ($856,296) as compared to December 31, 2023, driven primarily by an increase deferred revenues, accounts payable and accrued expenses. For the year ended December 31, 2024, cash used in operations was ($349,833) which primarily included the net loss of ($2,757,687) partially offset by $1,246,182 related to stock compensation expense, the issuance of common stock for services of $79,209 and $943,500 increase in deferred revenue. The Company received and recorded as deferred revenue a $943,500 deposit payment from the Project Sale Agreement with Bridgelink for an estimated 2.425 GW of Emergen’s estimated 3.840 GW of solar energy development projects. The total amount to be received by Emergen for the projects sold to Bridgelink is expected to be $19,400,000 unless certain of the projects are returned without development to the payment milestones. We have paid EIP $250,000 during 2024 related to the $943,500 deposit and owe an additional $339,688 currently recorded in due to related party. EIP will be due 62.5% of the proceeds received related to the Project Sale Agreement. If the remaining $18.5 million is received from the ultimate purchaser via Bridgelink we will owe EIP $11.5 million for their portion per the agreement. 27 We have a history of operating losses. We have not yet achieved profitable operations and expect to incur further losses. We have funded our operations primarily from equity financing. As of December 31, 2024, cash generated from financing activities was not sufficient to fund our growth strategy in the short-term or long-term. The primary need for liquidity is to fund working capital requirements of the business, including operational expenses in connection with our efforts to become a provider of a suite of green energy solutions and to fund the development projects. The primary source of liquidity has primarily been private financing transactions. The ability to fund operations and pursue these opportunities and projects within the green energy industry depends on our ability to raise funds from debt and/or equity financing which is subject to prevailing economic conditions and financial, business and other factors, some of which are beyond our control. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. Off-Balance Sheet Arrangements As of the date of this Annual Report on Form 10-K, we do not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on our results of operations or financial condition, including, and without limitation, such considerations as liquidity and capital resources. Changes in or Adoption of Accounting Practices There were no material changes in or adoption of new accounting practices during the year ended December 31, 2024. Critical Accounting Estimates Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses incurred during the reporting periods. On an ongoing basis, we evaluate our estimates and judgments, including, but not limited to, those related to accrued research and development costs and stock-based compensation expense. These estimates and assumptions are monitored and analyzed by us for changes in facts and circumstances, and material changes in these estimates and assumptions could occur in the future. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ from these estimates under different assumptions or conditions. Although our significant accounting policies are described in more detail in Note 2 to our financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, we believe that the following accounting estimates are those most critical to the judgments and estimates used in the preparation of our financial statements. Stock Options We measure stock-based option awards made to employees and non-employees based on the estimated fair value of the awards as of the grant date using the Black-Scholes option-pricing model. The model requires management to make a number of assumptions including common stock fair value, expected volatility, expected term, risk-free interest rate and expected dividend yield. Fair Value of Common Stock — The fair market value of our common stock is based on its closing price on the OTC Listing as reported on the date of the stock option grant. Expected Volatility — Expected volatility is estimated by studying the volatility of the prices of shares of common stock of comparable public companies for similar terms. We will continue to apply this process until enough historical information regarding the volatility of our stock price becomes available. Expected Term — Expected term represents the period that our stock-based awards are expected to be outstanding and is determined using the simplified method. Risk-Free Interest Rate — The risk-free interest rate is based on the U.S. Treasury zero-coupon bonds issued in effect at the time of grant for periods corresponding with the expected term of the option. Expected Dividend — The Black-Scholes valuation model calls for a single expected dividend yield as an input. To date, we have not declared or paid any dividends and we do not expect to declare or pay any dividends in the future. Income Tax Expense (Benefit) We have not made a provision for income taxes in 2024 or 2023, which reflects our valuation allowance established against our benefits from net operating loss carryforwards. 28 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not Applicable.