Bimergen Energy Corp

R****eport of Independent Registered Public Accounting Firm**

To the Board of Directors and Shareholders

Bimergen Energy Corporation

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Bimergen Energy Corporation (“the Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements (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, 2024 and 2023, and the results of its operations and its cash flows for each of the two years then ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

The Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and negative cash flows from operating activities, therefore, the Company has stated that substantial doubt exists about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these 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 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 entity’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 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 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 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 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 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 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 Acquisition of Emergen and Related Project Management Services Agreement

As described in Note 6 to the consolidated financial statements, in April 2024, the Company completed the acquisition of Emergen Energy LLC (“Emergen”) pursuant to a Membership Interest Purchase Agreement (“MIPA”), and entered into a Project Management Services Agreement (“PMSA”) with Energy Independent Partners LLC (“EIP”), an entity owned by a newly appointed executive of the Company. The acquisition involved the transfer of development-stage renewable energy projects, and the PMSA established a framework for future development fee payments to EIP based on project milestones and third-party financing.

The Company determined that the acquisition of Emergen did not constitute a business under ASC 805 and was accounted for as an asset acquisition. The Company further concluded that the development fee payments under the PMSA did not represent contingent consideration, but rather future compensation for services to be rendered, and were therefore excluded from the purchase price allocation.

We identified the accounting for the acquisition of Emergen and the PMSA as a critical audit matter due to the complex and judgmental nature of evaluating (i) whether the transaction met the definition of a business under ASC 805, (ii) whether the PMSA represented a separate arrangement for future services or was in-substance deferred purchase price (i.e., contingent consideration), and (iii) the implications of the Second Amendment to the PMSA executed in 2025 but made effective as of 2024. These matters required a high degree of auditor judgment and the involvement of professionals with specialized skills and knowledge in technical accounting.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s accounting for the acquisition of Emergen and the PMSA included the following:

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

/s/ Ramirez Jimenez International CPAs

Irvine, California

May 30, 2025