Bimergen Energy Corp

18012 Sky Park Circle, Suite 200 Irvine, California 92614 tel 949-852-1600 fax 949-852-1606 www.rjicpas.com

To the Board of Directors and

Stockholders of Bimergen Energy Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Bimergen Energy Corporation (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of their operations and their cash flows for each of the years in the two-year period ended December, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

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

During the year ended December 31, 2025, the Company, through its wholly owned subsidiary Emergen Energy, LLC, entered into and implemented a series of interrelated arrangements involving RelyEZ Energy Group, GridSpan Energy LLC, Aggreko, and related project entities in connection with the development and financing of utility-scale battery energy storage projects. These arrangements included the formation and funding of a joint venture vehicle, receipt of significant cash from GridSpan related to future project conveyance and development obligations, acquisition of project-company interests from Aggreko, and payments for long-lead equipment procurement.

Management was required to determine whether the joint venture vehicle is a variable interest entity (“VIE”) and whether the Company is the primary beneficiary under ASC 810; whether any project-company membership interests or project title had transferred as of year-end; whether the GridSpan proceeds should remain deferred; whether the amounts paid for project-company interests and long-lead equipment should be recognized as assets; and whether any current or contingent obligations existed at December 31, 2025. Management concluded that the joint venture vehicle is a VIE for which the Company is not the primary beneficiary and therefore is not consolidated, that no project title or membership interests transferred to GridSpan at year-end, that the GridSpan proceeds remained deferred, that the Aggreko acquisition resulted in project-related intangible assets on consolidation, that the long-lead equipment payment was a deposit-type asset, and that the related refund and guarantee exposure did not require accrual at year-end.

We identified this matter as a critical audit matter because the accounting involved especially challenging and subjective auditor judgment due to the number of interrelated agreements, the milestone-based transfer and acceptance mechanics, the need to evaluate the substance of the Company’s rights and obligations as of year-end, and the significance of the related balances and disclosures to the consolidated financial statements.

How the Matter Was Addressed in the Audit

Our audit procedures related to this critical audit matter included, among others, obtaining anunderstanding of the relevant agreements and related transactions, evaluating management’s accounting analysis and conclusions under the applicable accounting guidance, testing relevant transactions and supporting evidence, and evaluating the related consolidated financial statement presentation and disclosures.

Relevant Financial Statement Accounts and Disclosures

The Company’s accounting for the RelyEZ joint venture structure and the related project development, funding, and procurement transactions is described in Notes 8, 9 and 10 to the consolidated financial statements and affects the Company’s balance sheet accounts including deferred or contract liability balances, project-related intangible assets and deposits, prepaid or other asset balances, and the related disclosures concerning variable interest entities, commitments, contingencies, and significant contractual arrangements.

RAMIREZ JIMENEZ INTERNATIONAL CPAS

We have served as the Company’s auditor since 2025.

/s/ Ramirez Jimenez International CPAs

PCAOB ID No. 820

Irvine, California

March 31, 2026