Bimergen Energy (BESS) Registration filing summary

Company overview and business model

• Focuses on developing, commercializing, and operating utility-scale Battery Energy Storage System (BESS) and solar projects across the U.S., with a current pipeline of 23 BESS projects (1.965 GW) and 13 solar projects (1.64 GW).

• Business model centers on long-term tolling agreements with energy trading entities, providing stable floor payments and profit-sharing upside, while also allowing for merchant power sales if contracts are not secured.

• Strategic partnerships with advanced BESS technology suppliers and energy management systems aim to address grid stability and renewable integration challenges.

• Joint ventures with RelyEZ and Cox Energy Group target up to 3 GW of additional BESS projects through 2027, with structured capital commitments and phased ownership.

• Project management and development services are provided by Energy Independent Partners (EIP), with fees contingent on project-specific financing milestones.

Financial performance and metrics

• No commercial operations or revenue as of September 30, 2025; accumulated net losses of $4.8 million through December 31, 2024.

• Net loss of $2.76 million for 2024 and $3.47 million for the nine months ended September 30, 2025, driven by increased general and administrative expenses, including non-cash stock compensation.

• Cash and cash equivalents of $74,087 as of September 30, 2025, with working capital deficit of $2.3 million.

• Pro forma net tangible book value after offering estimated at $1.60 per share, with immediate dilution of $7.48 per share to new investors.

Use of proceeds and capital allocation

• Net proceeds of approximately $10.6 million (up to $12.3 million with full over-allotment) will be allocated to BESS project asset development, pre-construction costs, and working capital.

• No proceeds will be used to pay EIP development fees; management retains broad discretion over allocation.

• Additional project-specific financing will be sought for construction, with proceeds from joint ventures and project sales supplementing capital needs.