8-K
filed April 30, 2024, 7:59 PM ET
ticker BESS
CIK 0001066764
M&A
confidence high
sentiment positive
materiality 0.90
Bimergen Energy Corp (BESS): M&A transaction — Bitech Technologies closes acquisition of Emergen Energy; issues 222M shares for 1.965 GW BESS + 3.84 GW solar pipeline
Bimergen Energy Corp
- Completed acquisition of Emergen Energy for 222,222,000 shares, ~31.3% ownership, valued at $22.2M based on $0.10/share.
- Acquired BESS project rights with cumulative capacity of 1.965 GW and solar development rights with 3.840 GW.
- Appointed Cole Johnson as President of BESS and Solar Divisions and director; granted 68M options with staggered exercise prices ($0.50-$1.50).
- Entered Project Management Services Agreement with Energy Independent Partners (controlled by Cole Johnson) with initial fees of $9.825M for BESS and $19.2M for solar, plus per-watt success fees.
- CEO Benjamin Tran received 20M stock options; both executives have 5-year employment agreements with change-of-control acceleration.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Cole Johnson was appointed as President of the BESS and Solar Divisions; Director at Bimergen Energy Corp.
- Action
- appointed
- Role
- President of the BESS and Solar Divisions; Director
Exact text from the filing
Cole W. Johnson was appointed as President of the Company’s BESS and Solar Divisions, as well as to its Board of Directors, on April 24, 2024, upon the Closing under the MIPA.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Bimergen Energy Corp completed an acquisition involving Emergen Energy LLC (closed 2024-04-24).
- Action
- acquisition
- Counterparty
- Emergen Energy LLC
- Closing
- 2024-04-24
Exact text from the filing
On April 24, 2024 (the “Closing”) the Company completed the acquisition of Emergen pursuant to the MIPA whereby the Company issued 222,222,000 unregistered shares of its common stock to Emergen’s sole member, C&C, an entity controlled by Cole Johnson who became an executive officer and director of the Company following the Closing, in exchange for 100% of Emergen’s equity interests.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Bimergen Energy Corp entered into Membership Interest Purchase Agreement with Emergen Energy LLC, Bridgelink Development, LLC, and C & C Johnson Holdings LLC (effective 2024-04-14).
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- Emergen Energy LLC, Bridgelink Development, LLC, and C & C Johnson Holdings LLC
- Effective
- 2024-04-14
Exact text from the filing
On April 14, 2024, the Company, Emergen Energy LLC, a Delaware limited liability company (“Emergen”), Bridgelink Development, LLC, a Delaware limited liability company (“Bridgelink”) and C & C Johnson Holdings LLC, the sole member of Bridgelink (“C&C”) entered into a Membership Interest Purchase Agreement (the “MIPA”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Bimergen Energy Corp amended Amendment No. 1 to the MIPA with Emergen Energy LLC, Bridgelink Development, LLC, and C & C Johnson Holdings LLC (effective 2024-04-24).
- Action
- amendment
- Agreement
- asset purchase
- Counterparty
- Emergen Energy LLC, Bridgelink Development, LLC, and C & C Johnson Holdings LLC
- Effective
- 2024-04-24
Exact text from the filing
On April 24, 2024, the Company, Emergen, Bridgelink and C&C entered into Amendment No. 1 to the MIPA (the “Amendment”) to amend Section 2.02(b)(i) of the MIPA
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
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