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, 2025 and 2024. It is supplemental to, and should be read in conjunction with, our condensed consolidated financial statements for the three months ended March 31, 2025 and 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.

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 six months ended June 30, 2025 and 2024. It is supplemental to, and should be read in conjunction with, our condensed consolidated financial statements for the six months ended June 30, 2025 and 2024. 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

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, The Company 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, The Company 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) The Company, 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 The Company 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

As of March 31, 2025 and December 31, 2024, we had total current liabilities of $2.2 million and $1.8 million, respectively, and current assets of $1.0 million and $1.0 million, respectively, to meet our current obligations. As of March 31, 2025, we had working capital of ($1.2 million) as compared to working capital of ($0.7 million) as of December 31, 2024.

Current wording

As of June 30, 2025 and December 31, 2024, we had total current liabilities of $2.6 million and $1.8 million, respectively, and current assets of $0.9 million and $1.0 million, respectively, to meet our current obligations. As of June 30, 2025, we had working capital of ($1.7 million) as compared to working capital of ($0.7 million) as of December 31, 2024.

Previous wording

For the three months ended March 31, 2025, cash used by operations was approximately ($142,000) which primarily included the net loss of approximately ($858,000) but adjusted for the non-cash stock based compensation of $313,000, common stock issued for legal services of $116,000, an increase in accounts payable of $85,000 compared to approximately ($166,000) cash used by operations which primarily included the net loss of approximately ($313,000) but adjusted for the non-cash stock based compensation of $94,000

Current wording

For the six months ended June 30, 2025, cash used by operations was approximately ($460,000) which primarily included the net loss of approximately ($1,700,000) but adjusted for the non-cash stock based compensation of $602,000, common stock issued for legal services of $118,000, an increase in accounts payable (including related parties) of $450,000 compared to approximately $600,000 cash provided by operations which primarily included the net loss of approximately ($1,100,000) but adjusted for the non-cash stock based compensation of $588,000 and deferred revenue of $943,500.

Previous wording

For the three months ended March 31, 2025, cash provided by financing was approximately $83,000 including proceeds of $135,000 from short term loan due to a related party compared to $256,000 provided for the three months ended March 31, 2024 from sale of common stock.

Current wording

For the six months ended June 30, 2025, cash provided by financing was approximately $325,000 including proceeds of $415,300 from short term loans due to a related party compared to $300,000 provided for the six months ended June 30, 2024 primarily from sale of common stock.

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, 2024 included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on May 30, 2025. There have been no material changes to our significant accounting policies or critical accounting estimates during the three months ended March 31, 2025.

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, 2024 included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on May 30, 2025. There have been no material changes to our significant accounting policies or critical accounting estimates during the six months ended June 30, 2025.