Bimergen Energy Corp

Previous wording

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 three months ended March 31, 2026 and 2025. It is supplemental to, and should be read in conjunction with, our condensed consolidated financial statements for the three months ended March 31, 2026 and 2025. 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.

Current wording

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 three and six months ended June 30, 2026 and 2025. It is supplemental to, and should be read in conjunction with, our condensed consolidated financial statements for the three and six months ended June 30, 2026 and 2025. 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.

Previous wording

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 currently have no proprietary rights but 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.

Current wording

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, CAISO 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 currently have no proprietary rights but 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.

Previous wording

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.

Current wording

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

Previous wording

On May 30, 2024, Emergen entered into a Project Sale Agreement (“PSA”) with Bridgelink covering approximately 2.425 GW of greenfield solar projects. Total consideration payable to Emergen is approximately $19.4 million, consisting of a non-refundable deposit of $943,500 received in June 2024 and up to $18.5 million of milestone payments. The deposit is recorded as deferred revenue. No revenue was recognized through March 31, 2026, because the contractual milestone conditions had not been met. Effective December 31, 2024, the PSA was amended to provide that Bridgelink may return a project, without refund, only if no milestone payment has yet been made and the return occurs within seven years of the PSA’s effective date. All other material terms remain unchanged. All funds paid to Emergen are non-refundable.

Current wording

On May 30, 2024, Emergen entered into a Project Sale Agreement (“PSA”) with Bridgelink covering approximately 2.425 GW of greenfield solar projects. Total consideration payable to Emergen is approximately $19.4 million, consisting of a non-refundable deposit of $943,500 received in June 2024 and up to $18.5 million of milestone payments. The deposit was recorded as deferred revenue initially and was recognized as revenue during the three months ended June 30, 2026, because none of contractual milestone conditions had been met over the last two years and it seems unlikely that these milestones will be met and likely that these projects will be returned. December 31, 2024, the PSA was amended to provide that Bridgelink may return a project, without refund, only if no milestone payment has yet been made and the return occurs within seven years of the PSA’s effective date. All other material terms remain unchanged. All funds paid to Emergen are non-refundable.

Previous wording

The $943,500 deposit remains included in deferred revenue at March 31, 2026, because the applicable revenue recognition milestones had not been achieved, and no revenue has been recognized through March 31, 2026. A December 31, 2024 amendment clarified that amounts paid to Emergen are non-refundable and limited the circumstances in which projects may be returned. During the three months ended March 31, 2026, the Company paid $339,688 related to amounts previously received under this arrangement that remained accrued to EIP, a related party, and was included in accounts payable and accrued liabilities – related parties at December 31, 2025.

Current wording

The $943,500 deposit has been recognized as revenue during the three months ended June 30, 2026. A December 31, 2024 amendment clarified that amounts paid to Emergen are non-refundable and limited the circumstances in which projects may be returned. During the three months ended March 31, 2026, the Company paid $339,688 related to amounts previously received under this arrangement that remained accrued to EIP, a related party, and was included in accounts payable and accrued liabilities – related parties at December 31, 2025.

Previous wording

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.

Current wording

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, Bimergen (fka 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.

Previous wording

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.

Current wording

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, Bimergen (fka 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.

Previous wording

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.

Current wording

The BESS Development Fees shall be due and payable upon (i) Bimergen (fka 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 Bimergen (fka 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.

Previous wording

The Company has generated no revenues from its primary business for the three months ended March 31, 2026, and March 31, 2025.

Current wording

The Company has generated $7.9 million in revenues with $4.8 million in gross profit from its primary business for the three months ended June 30, 2026, as compared to no revenues for the three months ended June 30, 2025. The revenues are primarily related to development fees for BESS projects. Approximately $0.9 million is related to Solar development fees non-refundable deposit forfeited.

Previous wording

General and administrative expenses have increased significantly for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The primary increase was approximately $2,251,000 of non-cash stock compensation, $193,000 Delaware franchise tax and $155,000 legal fees.

Current wording

General and administrative expenses have increased significantly, $2.4 million ($0.9 million non-cash) for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The primary increase was a non-cash expense of approximately $0.9 million of non-cash stock compensation. The other primary operating expense increases were approximately $0.5 million in investor relations expenses, $0.4 million in legal fees primarily related to BESS projects, $0.2 million payroll and board fees, and $0.2 million in contract services for Emergen Energy LLC.

Previous wording

As of March 31, 2026, and December 31, 2025, we had total current liabilities of $5.2 million and $7.8 million, respectively, and current assets of $11.4 million and $3.3 million, respectively, to meet our current obligations. As of March 31, 2026, we had working capital of $6.3 million as compared to working capital of ($4.5 million) as of December 31, 2025.

Current wording

As of June 30, 2026, and December 31, 2025, we had total current liabilities of $5.0 million and $7.8 million, respectively, and current assets of $14.6 million and $3.3 million, respectively, to meet our current obligations. As of June 30, 2026, we had working capital of $9.6 million as compared to working capital of ($4.5 million) as of December 31, 2025.

Previous wording

For the three months ended March 31, 2026, cash used in operations was approximately $2.9 million, primarily driven by net loss of approximately $3.8 million and decreases in accounts payable and related-party accounts payable of approximately $1.7 million, partially offset by noncash stock-based compensation of approximately $2.6 million compared to approximately $0.14 million cash used by operations for the three months ended March 31, 2025, which primarily included the net loss of approximately $0.9 million and primarily offset by the non-cash stock-based compensation of $0.3 million and an increase in accounts payable (including related parties) of $0.3 million.

Current wording

For the six months ended June 30, 2026, cash used in operations was approximately $2.5 million, primarily driven by net loss of approximately $2.1 million and increases in accounts receivable of $2.8 million, significantly offset by $4.8 million non-cash expenses consisting of stock-based compensation of approximately $3.8 million and $1 million of intangible amortization and decreases in accounts payable and related-party accounts payable of approximately $0.8 million compared to approximately $0.5 million cash used by operations for the six months ended June 30, 2025, which primarily included the net loss of approximately $1.7 million and primarily offset by the non-cash stock-based compensation of $0.6 million and an increase in accounts payable (including related parties) of $0.5 million.

Previous wording

For the three months ended March 31, 2026, cash provided by financing activities was approximately $11.4 million, including approximately $12.3 million of net cash proceeds from the February 2026 offering after cash financing costs, offset by repayment of approximately $0.8 million of related-party short-term loans compared to $0.08 million cash provided for the three months ended March 31, 2025, from proceeds from short term loans due to a related party.

Current wording

For the six months ended June 30, 2026, cash provided by financing activities was approximately $11.4 million, including approximately $12.3 million of net cash proceeds from the February 2026 offering after cash financing costs, offset by repayment of approximately $0.8 million of related-party short-term loans compared to $0.4 million cash provided for the six months ended June 30, 2025, from proceeds from short term loans due to a related party.

Previous wording

The Company received and recorded as deferred revenue a $3.6 million payment from Gridspan in December 2025 related to the purchase of BESS development projects. The Company received $250,000 from Eos Energy Storage LLC as a one-time, non-refundable payment upon execution of a Joint Development Agreement. The Company received and recorded as deferred revenue a $943,500 deposit payment from the Project Sale Agreement with Bridgelink for an estimated 2.425 GW of Emergen’s estimated 3.840 GW of solar energy development projects in 2024. The total amount to be received by Emergen for the projects sold to Bridgelink is expected to be $19,400,000 unless certain of the projects are returned without development to the payment milestones. We paid EIP $250,000 during 2024 and $339,688 during the three months ended March 31, 2026, related to amounts previously accrued under the PSA. 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.

Current wording

The Company received and recorded as deferred revenue a $3.6 million payment from Gridspan in December 2025 related to the purchase of BESS development projects. The Company received $250,000 from Eos Energy Storage LLC as a one-time, non-refundable payment upon execution of a Joint Development Agreement and recognized that revenue as part of the Redbird project transaction during the three months ended June 30, 2026. The Company received and recorded a $943,500 deposit as deferred revenue initially in 2024 and was recognized as revenue during the three months ended June 30, 2026, because none of contractual milestone conditions had been met over the last two years and it seems unlikely that these milestones will be met and likely that these projects will be returned. The Project Sale Agreement with Bridgelink for an estimated 2.425 GW of Emergen’s estimated 3.840 GW of solar energy development projects in 2024. We paid EIP $250,000 during 2024 and $339,688 during the three months ended March 31, 2026, related to amounts previously accrued under the PSA for the $943,500 deposit received. EIP will be due 62.5% of the proceeds received related to the Project Sale Agreement.

Previous wording

The Company would be required to fund up to $5 million of capital calls over the term of the joint venture arrangement related to Emergen’s 20% ownership interest and 10% matching capital contribution requirement in the RelyEZ joint venture. Management is evaluating debt and equity alternatives to meet those obligations.

Current wording

The Company would be required to fund up to $5 million of capital calls over the term of the GridSpan joint venture arrangement related to Emergen’s 20% ownership interest and 10% matching capital contribution requirement in the RelyEZ joint venture. Management is evaluating debt and equity alternatives to meet those obligations.

Previous wording

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 March 31, 2026, cash generated from financing activities is sufficient to fund our growth strategy in the short term. The primary need for liquidity is to fund working capital requirements of the business, including operational and development costs to finalize development of our planned BESS projects that are part of the Development Project rights we acquired upon completion of the acquisition of Emergen. Financing for the project construction and equipment acquisition is planned to be generated within the project joint ventures and be non-recourse to the Company. The primary source of liquidity has primarily been private financing transactions and the public offering closed February 2026. The ability to fund operations, to make planned capital expenditures, to execute on the development and commercialization of the Development Projects 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.

Current wording

We have a history of operating losses until the most recent three month period ended June 30, 2026. We have previously funded our operations primarily from equity financing. As of June 30, 2026, cash generated from operations and financing activities is sufficient to fund our growth strategy in the short term. The primary need for liquidity is to fund working capital requirements of the business, including operational and development costs to finalize development of our planned BESS projects that are part of the Development Project rights we acquired upon completion of the acquisition of Emergen. Financing for the project construction and equipment acquisition is planned to be generated within the project joint ventures and be non-recourse to the Company. The primary source of liquidity has primarily been private financing transactions and the public offering closed February 2026. The ability to fund operations, to make planned capital expenditures, to execute on the development and commercialization of the Development Projects 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.

Previous wording

Our significant accounting policies and critical accounting estimates are described in Note 2 to our audited financial statements for the year ended December 31, 2025 included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026. There have been no material changes to our significant accounting policies or critical accounting estimates during the three months ended March 31, 2026.

Current wording

Our significant accounting policies and critical accounting estimates are described in Note 2 to our audited financial statements for the year ended December 31, 2025 included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026. The Company has generated revenues and accounts receivable during the three months ended June 30, 2026 and has added these accounting policies to Note 2 of our quarterly unaudited financial statements for the period ended June 30, 2026. There have been no other material changes to our significant accounting policies or critical accounting estimates during the three and six months ended June 30, 2026.