Bimergen Energy (BESS) Registration filing summary

Company overview and business model

• Development-stage U.S. renewable energy developer focused on utility-scale battery energy storage systems (BESS) and solar projects, with a goal of developing, commercializing and operating a diversified BESS portfolio.

• Plans to partner with BESS technology and energy management suppliers; store surplus power and dispatch it at peak demand to support grid stability, energy arbitrage and ancillary services.

• Acquired Emergen Energy in April 2024, gaining 23 BESS projects with estimated 1.965 GW capacity and 13 solar projects with anticipated 1.640 GW capacity once built and operational.

• Over the next 12 months, plans to advance part of the pipeline to construction-ready status, start procurement and site preparation on priority projects, secure interconnection, site control and permits, and engage offtakers.

Financial performance and metrics

• As of June 30, 2026, a project contribution transaction had generated $5.7 million in development fees and $3.2 million in reimbursable expenses; $3.4 million had been paid and $2.8 million remained receivable.

• Received $3.0 million on July 15, 2026, including $0.3 million against the June receivable; a $2.5 million development fee remained due upon Redbird reaching notice-to-proceed status, anticipated during 2026.

• Received a 7.5% JV interest, initially recorded at $500,000 as of June 30, 2026, pending fair-value evaluation; approximately $1 million of project intangible assets was amortized into cost of sales.

Use of proceeds and capital allocation

• Unless a later offering supplement specifies otherwise, net proceeds are intended for general corporate purposes, including capital expenditures, working capital and general and administrative expenses.

• Development over the next 12 months is expected to be funded by executed mezzanine financing, tax equity financing of up to 50% of capital expenditures and long-term debt partners under negotiation.