Bimergen Energy Corp

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS

Bimergen Energy 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 (“BTM”), it filed a Certificate of Amendment to its Certificate of Incorporation, as amended (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on April 29, 2022 to change its corporate name to Bitech Technologies Corporation. On January 28, 2025, the Company filed a Certificate of Amendment to its Certificate to Incorporation to: (i) effect a reverse stock split of its common stock, par value $0.001 per share (the “Common Stock”) at a ratio of 1 post-split share for every 140 pre-split shares; and (ii) to change the name of the Company to Bimergen Energy Corporation.

In April 2024, the Company acquired a portfolio of development-stage Battery Energy Storage Systems (“BESS”) and solar energy projects from Emergen Energy LLC (“Emergen”). The acquired portfolio includes 23 utility-scale BESS projects with an estimated cumulative storage capacity of 1.965 gigawatts (“GW”) and 13 utility-scale solar energy projects with an anticipated cumulative generation capacity of 1.640 GW (collectively, the “Development Projects”), subject to completion of development, construction, and interconnection milestones. The Company became the sole project owner upon acquisition.

As of the date of this filing, the Development Projects are in various stages of development and have not yet achieved commercial operation. The Company expects that certain BESS projects may be collocated with solar projects, depending on site configuration and permitting.

Reverse Stock Split

On February 3, 2025, the Company’s shareholders approved and the Company effected a reverse stock split of the shares of common stock at a ratio of 1-for-140 (the “Reverse Stock Split”). The number of authorized shares and par value per share were not adjusted as a result of the Reverse Stock Split. All references to shares, restricted stock awards, and options to purchase common stock, share data, per share data, and related information contained in the financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnote disclosures required by GAAP for complete annual consolidated financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the Company’s financial position, results of operations, stockholders’ equity, and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026.

The accompanying unaudited condensed consolidated financial statements include the accounts of Bimergen Energy Corporation and its wholly owned subsidiary, Emergen Energy, LLC. All significant intercompany transactions have been eliminated upon consolidation.

There have been no material changes to the accounting policies discussed in Note 2 to the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026.

Use of Estimates

The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to variable consideration and stock-based compensation. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amount reported as revenue and expenses that are not readily apparent from other sources. Actual results may differ materially from those estimates.

Fair Value Measurement

Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2: Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

Level 3: Unobservable inputs that are supported by little or no market activity for the related assets or liabilities.

The carrying value of the Company’s cash and cash equivalents, prepaid expenses and other current assets, accounts payable short term loan due to related party and accounts payable – related parties as reflected in the consolidated financial statements, approximates fair value due to their short-term nature to settlement. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

For purposes of allocating the February 2026 Offering(refer to Note 3) proceeds among equity-classified freestanding instruments, the Company used closing-date fair value inputs. The Common Stock was valued using the Company’s closing market price. The Public Warrants were valued using quoted market prices for the identical listed warrants. The Pre-Funded Warrants were valued using the common stock price adjusted for the nominal exercise price. The Underwriter Warrants and unexercised Over-Allotment Option were valued using Black-Scholes option-pricing models. These fair value inputs were used solely to allocate proceeds among equity-classified freestanding instruments and do not represent recurring liability fair value measurements.

As of February 23, 2026, the significant valuation assumptions for the Underwriter Warrants and unexercised Over-Allotment Option are as follows: (i) the expected volatility of the Company’s stock of approximately 94%, (ii) the Company’s stock price at valuation date of $2.73, (iii) expected dividend yield of 0.0%, (iv) average risk-free interest rate of 4.0%. The contracted term of 5 years and 0.12 years was used for the Underwriter Warrants and unexercised Over-Allotment Option, respectively.

The relative fair value allocation of the $13.6 million Offering proceeds was as follows: Common Stock, $9,472,868; Pre-Funded Warrants, $916,729; Public Warrants, including the 200,000 exercised over-allotment warrants, $3,195,456; and unexercised Over-Allotment Option, $15,217. These are relative fair value allocation amounts / allocated carrying amounts, not necessarily standalone fair values.

Deferred Offering Costs

Deferred offering costs consist of legal, accounting, and underwriter costs incurred through the balance sheet date that are directly related to the offering and that were charged to shareholders’ equity upon the completion of the offering. As of June 30, 2026, and December 31, 2025, the Company had deferred offering costs of $0 and $393,203, respectively.

Intangible Assets

To the extent that an intangible asset is successfully developed into a revenue-generating asset, it will become a component of property, plant and equipment. To the extent that an intangible asset is not successfully developed into a revenue-generating assets, it will be considered impaired and charged to operations at that time. The estimation of the fair value of the projects requires significant management judgment with respect to revenue and expense growth rates, changes in working capital and the selection and use of an appropriate discount rate. The estimates of the fair value of the projects are based on the best information available as of the date of the assessment. The use of different assumptions would increase or decrease estimated discounted future operating cash flows and could increase or decrease an impairment charge. Company management uses its judgment in assessing whether assets may have become impaired between annual impairment tests. Indicators such as adverse business conditions, economic factors and technological change or competitive activities may**signal that an asset has become impaired. No indicators of impairment were identified for the period ended June 30, 2026.

Accounts Receivable

We provide an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. As of June 30, 2026 and December 31, 2025, respectively no reserve necessary.

Inventory

The Company capitalizes professional fees that are directly identifiable with the acquisition, development, and construction of BESS project inventories. These costs include expenditures for engineers, legal consultants, environmental assessors, and valuation experts.

The Company capitalizes these professional fees during the active development period when activities necessary to prepare the project for its intended use are underway. These costs will be expensed once this BESS development project is sold or contributed to a joint venture.

Investment in Unconsolidated Affiliates

The Company has recorded an initial investment in unconsolidated affiliates related to the 7.5% equity stake received of $500,000 which approximates 7.5% paid by the JV Company as of June 30, 2026 (see Note 11). This is a provisional amount that has been recorded and the Company is evaluating the fair market value of the 7.5% stake received as consideration.

Stock Based Compensation

The Company accounts for the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options, based on estimated fair values. Under authoritative guidance issued by the Financial Accounting Standards Board (“FASB”), companies are required to estimate the fair value or calculated value of share-based payment awards on the date of grant using an option-pricing model. The value of awards that are ultimately expected to vest is recognized as expense over the requisite service periods, until fully vested, in our consolidated statements of operations. We use the Black-Scholes Option Pricing Model to determine the fair-value of stock-based awards and the market trading price for any restricted stock awards on the day of grant. We recognized $1,100,000 and $265,000 stock compensation expense related to stock options for the three months ended June 30, 2026, and 2025, respectively. We recognized $1,603,000 and $554,000 of stock compensation expense related to stock options for the six months ended June 30, 2026, and 2025, respectively. We recognized $128,000 and $24,000 stock compensation expense related to restricted stock awards for the three months ended June 30, 2026, and 2025, respectively. We recognized $2,189,000 and $48,000 stock compensation expense related to restricted stock awards for the six months ended June 30, 2026, and 2025, respectively.

Net Loss per Share

Basic and diluted net loss per common share is presented in accordance with FASB Accounting Standards Codification (“ASC”) Topic 260, “Earnings per Share,” for all periods presented. The pre-funded warrants to purchase 300,000 shares of common stock are included in the weighted-average shares outstanding used to compute basic and diluted net loss per share from the issuance date because the exercise price is nominal. Public Warrants, Underwriter Warrants, the Over-Allotment Option, and stock options were excluded from diluted EPS for periods of net loss because they were anti-dilutive. The stock options that were exerciseable at a price less than the closing price on June 30, 2026, were included in the fully diluted EPS calculation for the three month period ending June 30, 2026 presenting a net income.

Revenue and Expense Recognition

The Company applies the provisions of Accounting Standards Codification (ASC) 606-10,Revenue from Contracts with Customers, and all related appropriate guidance. The Company recognizes revenue under the core principle to depict the transfer of control to its customers in an amount reflecting the consideration to which it expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied.

As part of its consideration for the contract, the Company evaluates certain factors including the customers’ ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which it expects to be entitled. As the Company’s standard payment terms are less than one year, it has elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct BESS development project on its relative standalone selling price. The price as specified within the contract is considered the standalone selling price as it is an observable input which depicts the price as if sold to a similar customer in similar circumstances. Revenue is recognized when control of the product is transferred to the purchaser (i.e., when the Company’s performance obligations is satisfied), which typically occurs upon execution of the purchase contract often times referred to as a Membership Interest Purchase Agreement (“MIPA”). Further in determining whether control has been transferred, the Company considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the purchaser. Purchasers do not have a right to return the BESS development project.

The Company sells its BESS development projects primarily to joint venture partners (refer to Notes 9 and 11)

The following table presents our net revenue by revenue source for the period presented:

General and administrative costs are charged to expense as incurred.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update (“ASU”) No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation (Subtopic 220-40): Disaggregation of Income Statement Expenses”. The amendments in ASU 2024-03 require a public business entity to disclose specific information about certain costs and expenses in the notes to its consolidated financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity’s expenses to help investors (a) better understand the entity’s performance, (b) better assess the entity’s prospects for future cash flows, and (c) compare an entity’s performance over time and with that of other entities. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

NOTE 3. STOCKHOLDERS’ EQUITY

The total number of authorized shares of our common stock, par value $0.001 per share, was 1,000,000,000 shares. As of June 30, 2026, and December 31, 2025, there were 7,097,573 and 3,930,906 common shares issued and outstanding, respectively.

The total number of authorized shares of our preferred stock, par value $0.001 per share, was 10,000,000. There wasno preferred stock outstanding as of June 30, 2026, and December 31, 2025.

During the year ended December 31, 2024 the Company sold 64,337 unregistered shares of its Common Stock to eight private investors for an aggregate of $576,000 ($7.00 - $11.20 per share)

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

On February 20, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity LLC (the “Underwriter”), relating to the Company’s underwritten public offering (the “Offering”) of 3,100,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), pre-funded warrants to purchase up to 300,000 shares of Common Stock (the “Pre-Funded Warrants”), and accompanying warrants (the “Warrants”) to purchase 3,400,000 shares of Common Stock. The Warrants are exercisable immediately at an exercise price of $5.00 per share of Common Stock and expire in five years. The Pre-Funded Warrants are exercisable immediately at an exercise price of $0.0001 per share of Common Stock and will not expire. The Offering was made pursuant to the Company’s registration statement on Form S-1 (File No. 333-280668), previously filed with Securities Exchange Commission (the “Commission”) and subsequently declared effective by the Commission on January 29, 2026, and the Company’s registration statement on Form S-1 MEF (File No. 333-293610), filed by the Company with the Commission on February 20, 2026, and automatically effective on such date. A final prospectus relating to the offering was filed with the Commission on February 20, 2026. Pursuant to the Underwriting Agreement, the public offering price was $4.00 per Share and Warrant combined, and the Underwriter purchased the Shares and Warrants at a 7.5% discount to the public offering price. The Company granted the Underwriter the option to purchase, within 45 days from the date of the Underwriting Agreement, an additional 200,000 shares of Common Stock at $4.00 and /or Pre-Funded Warrants at $3.9999, the same price per share as the Shares and Pre-Funded Warrants, respectively, and/or an additional 200,000 Warrants (the “Over-Allotment Option”), of which the Underwriter exercised a partial option on February 23, 2026, to purchase all 200,000 Warrants in the Over-Allotment Option. On February 23, 2026, the Offering closed resulting in the Company selling a total of 3,100,000 shares of Common Stock,300,000 Pre-Funded Warrants, and 3,600,000 Warrants sold including the partial exercise of the Underwriter’s over-allotment option for 200,000 Warrants, for gross proceeds of approximately $13.6 million, before deducting approximately $1.35 million of underwriting discounts, commissions, and other offering expenses.

The Common Stock issued in the Offering was classified as permanent equity. Management evaluated the Pre-Funded Warrants, Public Warrants, Underwriter Warrants and Over-Allotment Option under FASB ASC 480 “Distinguishing Liabilities from Equity” and FASB ASC 815-40 “Contracts in Entity’s Own Equity” and determined that the instruments qualify for classification within permanent equity. The fair value of the 170,000 Underwriter Warrants was recorded as an equity issuance cost with a corresponding credit to additional paid-in capital.

The Company issued 5,000 shares of unregistered shares of its Common Stock in March 2026 for services valued at $13,650.

The Company issued 36,667 shares of unregistered shares of its Common Stock in March 2026 for accounts payable generated from services valued at $103,401.

The Company issued 25,000 shares of unregistered shares of its Common Stock in April 2026 for services valued at $71,500.

NOTE 4. STOCK OPTIONS

As of June 30, 2026, there were 1,746,186 options outstanding. The Company adopted an option plan in December 2025 and can issue up to 500,000 non-qualified stock options to purchase common stock. The Company granted 331,900 from that plan and all other options outstanding as of June 30, 2026, were issued prior to the plan being adopted hence are non-plan grants.

We have granted non-qualified stock options to employees and contractors. All non-qualified options are issued with an exercise price no less than the fair value of the common stock on the date of the grant as determined by our Board of Directors. Options typically may be exercised up to ten years following the date of the grant, with vesting schedules determined by us upon grant. Vesting schedules vary by grant, with some fully vesting immediately upon grant to others that ratably vest over a period of time up to five years. Standard vested options may be exercised up to three months following date of termination of the relationship unless alternate terms are specified at grant. The fair values of options are determined using the Black-Scholes option-pricing model. Forfeitures are accounted for as they occur. The estimated fair value of options is recognized as expense on the straight-line basis over the options’ vesting periods. As of June 30, 2026, we had approximately $4.5 million unrecognized stock-based compensation related to stock options expected to be recognized over the next 2.3 years on a weighted average.

Stock option transactions during the period ended June 30, 2026, were as follows:

No options were exercised during the period ended June 30, 2026.

We recognized $1,100,000 and $265,000 stock compensation related to stock options for the three ended June 30, 2026, and 2025, respectively. We recognized $1,603,000 and $554,000 stock compensation related to stock options for the six ended June 30, 2026, and 2025, respectively.

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

● Fair value of common stock. The fair value of the common stock is the Company’s closing price per share on the NYSE American at the grant date.

● Expected Term. The expected term of options granted represents the period of time that the options are expected to be outstanding. Due to the lack of historical exercise history, the expected term of the Company’s stock options has been determined by calculating the midpoint of the contractual term of the options and the weighted-average vesting period.

● Expected Volatility. The expected stock price volatility assumption was determined by examining the historical volatilities for industry peers, as the Company did not have any trading history for the common stock. The Company will continue to analyze the historical stock price volatility and expected term assumption as more historical data for the common stock becomes available.

● Risk-Free Interest Rate. The risk-free interest rate assumption is based on the U.S. Treasury instrument whose term was consistent with the expected term of the Company’s stock options.

● Dividends. The Company has not paid any cash dividends on common stock since inception and does not anticipate paying any dividends in the foreseeable future. Consequently, an expected dividend yield of zero was used.

Aggregate intrinsic value represents the difference between the fair value of the underlying common stock and the exercise price. The intrinsic value of options outstanding and vested or expected to vest and exercisable at June 30, 2026, and December 31, 2025, was $0.6 million and $8.5 million, respectively.

NOTE 5. RESTRICTED STOCK AWARDS

Restricted Stock Award (‘RSA”) transactions during the six months ended June 30, 2026, were as follows:

At June 30, 2026, we hadno non-performance restricted stock awards unvested. The weighted average non-performance based restricted stock awards have been fully recognized as stock compensation as of June 30, 2026, with $24,000 recognized for the three and six months ended June 30, 2026.

There are 57,027 performance RSAs unvested with an aggregate grant date fair value of $2.3 million at June 30, 2026, and we have recognized $128,000 and $2,165,000 and in the three and six months ended June 30, 2026, respectively, related to these RSAs that are scheduled to vest subject to continued applicable service conditions. The recognition during the three and six months ended June 30, 2026, is due to the performance event of the uplist to a national stock exchange making the vesting of the RSAs probable. These shares will fully vest in the quarter ending September 30, 2026, upon reaching 180 days after the uplist and continued applicable service conditions.

We recognized $128,000 and $24,000 stock compensation related to all restricted stock awards for the three months ended June 30, 2026, and 2025, respectively. We recognized $2,189,000 and $48,000 stock compensation related to all restricted stock awards for the six months ended June 30, 2026, and 2025, respectively.

NOTE 6. ACQUISITION OF EMERGEN ENERGY LLC

On April 24, 2024, the Company acquired 100% of the membership interests of Emergen Energy LLC in a transaction accounted for as an asset acquisition. The Company issued 1,587,300 shares of common stock as consideration and recorded approximately $22.2 million of indefinite-lived development project intangible assets at acquisition.

In connection with the acquisition, the Company and Emergen entered into a Project Management Services Agreement with Energy Independent Partners LLC (“EIP”), a related party. Under Amendment No. 2, executed on April 24, 2025, and effective June 28, 2024, development fees generally become payable only when a project secures project-specific third-party financing sufficient to fund such fees. Based on current portfolio capacities, contingent development fees for the BESS and solar portfolios would total approximately $126 million if all such projects obtain the required financing. In addition, if a project is sold, EIP may be entitled to the greater of unpaid development fees or a contractual share of sale proceeds, and certain unpaid fees may accelerate upon a change of control or removal of Mr. Johnson from his role. Because payment remains contingent on future events, no liability has been recorded as of June 30, 2026 with the exception of $850,000 due as of June 30, 2026 related to a $1,000,000 development fee earned by EIP related to the Redbird project transaction (refer to Note 11. The Project Management Services Agreement called for EIP to receive $3,500,000 for the Redbird project transaction but EIP offered a $2,500,000 reduction in its fee for this transaction to the Company and Emergen which was accepted effective May 31, 2026.

NOTE 7. SOLAR PROJECTS SALE

On May 30, 2024, Emergen entered into a Project Sale Agreement with Bridgelink Development, LLC covering approximately 2.425 GW of greenfield solar projects. Total consideration under the agreement is approximately $19.4 million, consisting of a $943,500 deposit received in June 2024 and approximately $18.5 million of future milestone payments tied to project-development milestones. During the three months ended June 30, 2026, it has been determined that the project-development milestones related to future payments is unlikely given the lack of any project progress over the last two years.

The $943,500 deposit has been recognized as revenue during the three months ended June 30, 2026. 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. A December 31, 2024 amendment clarified that amounts paid to Emergen are non-refundable and limited the circumstances in which projects may be returned.

NOTE 8. RELYEZ JOINT VENTURE

On April 20, 2025, the Company’s wholly owned subsidiary, Emergen Energy, LLC, entered into a definitive agreement with RelyEZ Energy Group to form GridSpan Energy LLC for the development, construction, and operation of utility-scale battery energy storage projects in the United States.

Under the arrangement, each accepted project special purpose vehicle entity (“SPV”) is expected to be owned 80% by RelyEZ and 20% by Emergen until project refinancing. Following refinancing, the Company may repurchase RelyEZ’s interest at cost plus a stated annual return in accordance with the governing agreements. RelyEZ funded $10.0 million into the joint venture during 2025. As of June 30, 2026, the Company had not contributed capital to the joint venture and no capital call was issued or due from the Company. Management evaluated the joint venture under ASC 810 and determined that GridSpan Energy LLC is a variable interest entity (“VIE”) and that the Company is not the primary beneficiary. Accordingly, the joint venture is not consolidated in the accompanying consolidated financial statements.

As of June 30, 2026, has advanced a prepayment of $1.886 million to RelyEZ for equipment for projects expected to sell into GridSpan.

As of June 30, 2026, and December 31, 2025, the carrying amount of the Company’s recognized interests related to the joint venture was $0. The Company’s maximum exposure to loss related to the joint venture primarily consists of its contractual capital commitment of up to $5.0 million, which becomes callable on a 10% pro rata basis after RelyEZ’s initial $10.0 million funding, together with any other contractual commitments expressly described in the governing agreements. The Company did not provide financial support to the joint venture during the three and six months ended June 30, 2026, beyond the commitments described above.

NOTE 9. GRIDSPAN PROJECT CONVEYANCE AGREEMENT

During 2025, Emergen entered into project company purchase and transfer arrangements with GridSpan covering specified battery energy storage projects. Under those arrangements, the Company received $3.564 million from GridSpan as an advance payment related to future project conveyance and development obligations.

As of June 30, 2026, no project had reached notice to proceed (“NTP”), and no title to any project or project company membership interests had transferred to GridSpan. Accordingly, the amount received from GridSpan remained deferred as of June 30, 2026, and no revenue or gain was recognized in the accompanying consolidated financial statements.

In connection with the GridSpan arrangement, the Company entered into a Cession and Delegation Agreement and a related Parent Company Guarantee intended to provide GridSpan and RelyEZ with additional contractual enforcement and performance support. Management concluded that these arrangements did not result in a transfer of project ownership as of June 30, 2026.

The GridSpan arrangement has been amended to extend the contingent refund obligation if specified conditions are not met, including certain financing and project milestone conditions to March 31, 2027. Management evaluated this contingency under ASC 450 “Contingencies” and concluded that the likelihood of loss was remote as of June 30, 2026; accordingly, no liability was accrued.

NOTE 10. PROJECT RIGHTS AND LONG-LEAD EQUIPMENT DEPOSITS

During 2025, Emergen entered into arrangements with Aggreko and related counterparties in connection with specified battery energy storage projects. Under an executed amendment dated December 31, 2025, Emergen paid $1.678 million related to two project companies, Aggreko MSR Grid PC21 LLC and Aggreko MSR Grid PC36 LLC. As of June 30, 2026, Emergen remained the 100% owner of those project companies and no onward transfer of project title or project company membership interests had occurred. Accordingly, the amount paid was recognized as an intangible asset in the consolidated financial statements.

During 2025, Emergen also paid $1.886 million in connection with long-lead equipment procurement. As of June 30, 2026, Emergen was the purchaser of record and held the associated deposit and refund rights under the relevant procurement arrangements. Accordingly, the amount was recognized as a vendor deposit as of June 30, 2026, and December 31, 2025. The Company expects such rights to be assigned in the future only if the applicable project milestones are achieved.

NOTE 11. CERBERUS/FRONTIER POWER USA BESS TRANSACTIONS

On May 21, 2026, Emergen, a wholly-owned subsidiary of Bimergen, entered into a Contribution Agreement (the “Contribution Agreement”) with FPU-BEC Development Topco, LLC (the “JV Company”), a Delaware limited liability company affiliated with Cerberus Capital Management, L.P. and its Frontier Power USA (“FPUSA”) platform. Pursuant to the Contribution Agreement, Emergen contributed 100% of its equity interests in three battery energy storage system (“BESS”) project companies (the “Project Companies”), to the JV Company.

As consideration for the contribution of the Project Companies, the JV Company agreed to pay approximately $5.7 million for development fees and approximately $3.2 million for accountable expenses. As additional consideration the JV Company issued to Emergen 75 Class B Units in the JV Company, representing 7.5% of the total outstanding equity interests and initially recorded at $500,000 as of June 30, 2026. This is a provisional amount that has been recorded and the Company is evaluating the fair market value of the 7.5% stake received as consideration. As of June 30, 2026, $3.4 million had been paid and $2.8 million remained in account receivable. On July 15, 2026, $3.0 million was received with $0.3 million of that related to the June 30,2026 accounts receivable leaving the $2.5 million development fee to be paid upon one of the three Project Companies, the Redbird project, attaining NTP status through the efforts of the JV Company, which is anticipated during 2026. Approximately $1 million of intangible assets were amortized into cost of sales related to the Redbird project development fees recorded in revenue.

The closing of the Contribution Agreement occurred simultaneously with its execution on May 21, 2026 with respect to two of the Project Companies and with respect to the third Project Company, occurred immediately following its closing of the acquisition by Emergen on July 15, 2026.

Membership Interest Purchase Agreements

Emergen entered into a Membership Interest Purchase Agreements pursuant to which Emergen acquired 100% of the membership interests of two 10 MW/ 40/MWh BESS development projects which became contributed Project Companies. Emergen acquired these two BESS development projects for consideration of approximately $3 million, of which approximately $2.3 million was paid in full on July 15, 2026.

NOTE 12. RELATED PARTY TRANSACTIONS

Cole Johnson became President and a director of the Company on April 24, 2024 in connection with the acquisition of Emergen Energy LLC. Energy Independent Partners LLC (“EIP”), an entity controlled by Mr. Johnson, is a related party. The related party arrangements involving EIP in connection with the Emergen acquisition, the Project Management Services Agreement and the solar project sale are described in Notes 6 and 7. The underlying negotiations for those arrangements were substantially completed before Mr. Johnson became a related party.

During 2025, the Company issued unsecured promissory notes to EIP aggregating $825,700 to fund working capital. The notes bore interest at 9.5% per annum, matured on March 31, 2026, and were prepayable without penalty. In February 2026, the Company repaid the outstanding principal balance of $825,700.

At June 30, 2026, and December 31, 2025, short-term loans due to related parties were $0 and $825,700, respectively.

At June 30, 2026, and December 31, 2025, accounts payable and accrued liabilities – related parties were $872,917 and $1,316,725, respectively, including amounts due to EIP, Executive Officers and the Executive Chairman.

NOTE 13. SEGMENT INFORMATION

The Company operates and manages its business asone reportable operating segment. The Company’s Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, reviews internal financial information presented and decides how to allocate resources based on net income (loss). Net income (loss) is used for evaluating financial performance.

Significant segment expenses include salaries and payroll, legal fees, stock based compensation, audit costs, contract services, rent, and other administrative expenses. The measurement of segment assets is reported on the consolidated balance sheets as total assets. The following table presents the significant segment expenses and other segment items regularly reviewed by our CODM.

NOTE 14 COMMITMENTS AND CONTINGENCIES

The Company is subject to various claims, legal actions, and regulatory proceedings arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate resolution of these matters is not expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

Joint-Venture Agreement with RelyEZ Energy Group

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.

Ownership and economics. Until project refinancing, each project SPV will be owned 80 percent by RelyEZ and 20 percent by Emergen. After refinancing, the Company may repurchase RelyEZ’s interest at cost plus a 12 percent annual return.

Capital commitments. RelyEZ has committed up to $50 million, including an initial $10 million funding. Emergen will contribute up to $5 million on a 10 percent pro-rata basis after RelyEZ’s first $10 million is funded. This mezzanine capital will be used to advance long-lead items and qualifying the BESS projects for permanent debt financing. The capital commitment described above represents the Company’s maximum exposure to loss with respect to the JV.

On August 11, 2025, RelyEZ completed the $10 million funding as required by the definitive agreement to the Joint Venture which satisfies the closing conditions of the definitive agreement. No capital call to the Company was issued or due as of June 30, 2026, and the Company made no contributions (cash or project rights) during the quarter.

Management assessed the joint venture and determined it is a variable-interest entity (VIE) and that the Company is not the primary beneficiary; therefore, the JV is not consolidated under ASC 810 “Consolidation”. As of June 30, 2026, the Company had no recognized interests related to the JV (carrying amount of $0). The Company did not provide financial support to the JV during the quarter beyond the commitments described above.

Joint-Venture Agreement Letter of Agreement with Cox Energy Group

On August 11, 2025, the Company’s wholly-owned subsidiary, Emergen Energy, LLC, executed a letter of agreement (“LOA”) with Cox Energy Group (operating from Madrid, Spain) to form a joint venture to develop, construct and operate up to 1 GW of utility-scale battery-energy-storage projects in the United States to reach ready-to-build status during calendar years 2025 and 2026.

Ownership and economics. Until project refinancing, it is anticipated that each project entity will be owned 75 percent by Cox and 25 percent by Emergen. After refinancing, it is expected that Cox will maintain at least 51% equity ownership.

Capital commitments. Cox has agreed to an initial capital commitment of $10 million to fund pre-construction and early-stage construction activities. The Cox JV agreement allows for a total of up to $200 million of equity financing if the parties mutually agree on project-acceptance terms. This capital will serve as the equity component (typically 10 - 20%) required for permanent debt financing.

As of June 30, 2026, the Company’s only arrangement with Cox is a LOA. No JV has been formed with Cox, no development rights were transferred to Cox, and the Company did not receive consideration from Cox during the quarter. The LOA is executory and did not require recognition as of the balance sheet date. The Company will reassess if and when a definitive agreement is executed, a JV is formed, consideration is received by the Company, or project rights are transferred.

NOTE 15. SUBSEQUENT EVENTS

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements are available to be issued. Any material events that occur between the balance sheet date and the date that the financial statements were available for issuance are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date.

On July 15, 2026, Emergen received $3.0 million related to the May 21, 2026, Cerberus/Frontier USA transaction (refer to Note 11). Approximately $2.3 million was for payment of the third Project Company that Emergen was required to deliver upon closing of the acquisition by Emergen on or before July 15, 2026, per the Contribution Agreement. The remaining $0.7 million JDA development fees paid were related to the two 10MW Project Companies.