(Incorporated in the Cayman Islands)

Note: This is NOT an IPO. This is an NYSE – AmEx uplisting – a public offering.

We are a renewable energy project developer dedicated to enabling the clean energy transition and providing critical grid stability via solutions across a range of applications through our portfolio of utility-scale Battery Energy Storage System (BESS) and solar development projects. In April 2024, we acquired a portfolio of development-stage BESS and solar energy projects from Emergen Energy LLC (“Emergen”), making us the project owner of 23 development stage utility-scale BESS projects with an estimated cumulative storage capacity of 1.965 gigawatts (GW) and 13 development stage solar energy projects with an anticipated cumulative generation capacity of 1.640 GW (collectively, the “Development Projects”) once constructed and operational. We intend to initially focus on the development of our BESS portfolio due to the expanding market demand for additional energy storage capacity to ease strain on outdated energy grid infrastructure, simpler development process and reduced regulatory hurdles compared to solar, and regulatory tailwinds providing availability to attractive project-level financing and tax credit opportunities for BESS projects.

Our primary business objective is to become a grid-balancing operator by developing, commercializing, and operating a diversified portfolio of BESS and solar energy projects. We intend to partner with advanced BESS technology suppliers and Energy Management Systems (EMS) to address the critical challenges associated with the integration of renewable energy into the electrical grid, particularly the imbalance between energy supply and demand caused by the intermittent nature of solar and wind resources. This approach aligns with the increasing demand for grid stability in regions with high penetration of renewable energy, where imbalances between peak solar generation and peak energy demand create revenue opportunities through energy storage and dispatch. We plan to store excess energy generated during periods of low demand and dispatch it during peak demand periods, thereby enhancing grid stability and efficiency. Upon reaching commercial operation, we hope to play a key role in stabilizing grid demand and supporting renewable energy integration through energy arbitrage and ancillary services.

We are a development-stage company with the strategic objective of developing, commercializing, and operating a diversified portfolio of battery energy storage systems (“BESS”) and solar energy projects across the United States.

As of the date of this prospectus, we have not commenced commercial operations and have not generated revenue. We are currently in the mid-stage of our development lifecycle and are actively advancing approximately a 2 GW pipeline of BESS projects. Our BESS near-term operational strategy is to bring approximately 200 MW of new projects online each year, while selectively pursuing strategic acquisitions to supplement our internal pipeline.

To support this growth, we have secured a $50 million mezzanine financing facility from a battery supplier partner. This facility enables us to fund early-stage development activities—including engineering, permitting, and interconnection—as well as to procure long-lead equipment in preparation for construction.

Over the next twelve months, we intend to progress a portion of our development pipeline to construction-ready status, initiate procurement and site preparation on priority projects, and expand internal capabilities across development, engineering, and execution which will be funded by the executed mezzanine financing, tax equity financing up to 50% of capital expenditures and long-term debt financing partners in negotiation with multiple alternatives. Concurrently, we will work to secure interconnection agreements, finalize site control and permitting, and engage prospective offtakers.

(Note: Bimergen Energy is uplisting its strck from the OTC Market to the NYSE – American Exchange.)