SUBSEQUENT EVENTS |
6 Months Ended | 12 Months Ended |
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Jun. 30, 2025 |
Dec. 31, 2024 |
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Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS
Subsequent to June 30, 2025 the Company has issued three additional unsecured promissory notes to EIP under terms substantially identical to those described in Note 8, totaling $175,000 of principal.
Joint-Venture Agreement with RelyEZ Energy Group
On August 11, 2025, RelyEZ completed the funding as required by the definitive agreement to the Joint Venture which satisfies the closing conditions of the definitive agreement.
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. |
NOTE 13. SUBSEQUENT EVENTS
Management evaluated events occurring after December 31, 2024 through May 30, 2025, the date on which these consolidated financial statements were available to be issued. In connection with the filing of Amendment No.6, the Company’s Registration Statement on Form S-1, management evaluated subsequent events related solely to the matters described in Notes 2 and Note 13 through June 24, 2025. The Company determined that the following reportable subsequent events occurred; no other events requiring adjustment to or additional disclosure were identified.
Reverse Stock Split and Name Change On January 28, 2025 the Company filed a Certificate of Amendment to its Certificate of Incorporation to (i) effect a 1-for-140 reverse stock split of its common stock, par value $ per share, and (ii) change the corporate name to Bimergen Energy Corporation. The reverse stock split became effective on February 3, 2025.
RelyEZ Joint-Venture Agreement
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.
Capital commitments. RelyEZ has committed up to $50 million, including an initial $10 million funding within 10 days of closing. The Company will contribute up to $12.5 million on a pro-rata basis after the first $10 million from RelyEZ.
Ownership and economics. Until project refinancing, each project SPV will be owned 80 % by RelyEZ and 20 % by Emergen. After refinancing, the Company may repurchase RelyEZ’s interest at cost plus a 12 % annual return.
Status of accounting evaluation. This agreement was executed after December 31, 2024; therefore, no amounts related to the joint venture are reflected in the accompanying 2024 financial statements.
Related-Party Working-Capital Loans
Between March 3, 2025 and May 30, 2025 the Company entered into six unsecured promissory notes with Energy Independent Partners (“EIP”), an entity controlled by Cole Johnson, the Company’s President and Director, aggregating $337,000 in principal. Each note bears simple interest at 9.5 % per annum, repayable in a single lump sum on December 31, 2025. The proceeds were used to fund near-term working-capital for operating expenses. |