{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-24-017282","form_type":"8-K","ticker":"BESS","cik":"0001066764","company_name":"Bimergen Energy Corp","filed_at":"2024-04-30T23:59:59+00:00","discovered_at":"2026-05-14T18:03:17.152913+00:00","generated_at":"2026-06-03T03:57:16.617335+00:00","sec_items":["1.01","2.01","3.02","5.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Bitech Technologies closes acquisition of Emergen Energy; issues 222M shares for 1.965 GW BESS + 3.84 GW solar pipeline","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-24-017282","json":"https://secwatch.observer/filing/0001493152-24-017282.json","markdown":"https://secwatch.observer/filing/0001493152-24-017282.md","text":"https://secwatch.observer/filing/0001493152-24-017282.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1066764/000149315224017282/0001493152-24-017282-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1066764/000149315224017282/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-03T03:57:16.617335+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"94897b4d97","claim":"Cole Johnson was appointed as President of the BESS and Solar Divisions; Director at Bimergen Energy Corp.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1066764/000149315224017282/0001493152-24-017282-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"President of the BESS and Solar Divisions; Director"}],"fact_type":"executive_change"},{"claim_id":"773d4595af0290b75731a807ed3cbe0a7189205c","claim":"Bimergen Energy Corp completed an acquisition involving Emergen Energy LLC (closed 2024-04-24).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1066764/000149315224017282/0001493152-24-017282-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Emergen Energy LLC"},{"label":"Closing","value":"2024-04-24"}],"fact_type":"ma_transaction"},{"claim_id":"684177d1a36992246babd0892537947493d3cdf7","claim":"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).","evidence_excerpt":"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”)","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1066764/000149315224017282/0001493152-24-017282-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"Emergen Energy LLC, Bridgelink Development, LLC, and C & C Johnson Holdings LLC"},{"label":"Effective","value":"2024-04-14"}],"fact_type":"material_agreement"},{"claim_id":"a0f2c94f3958bf5c53bf7ae4c6d1c5fa431bdce0","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1066764/000149315224017282/0001493152-24-017282-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"Emergen Energy LLC, Bridgelink Development, LLC, and C & C Johnson Holdings LLC"},{"label":"Effective","value":"2024-04-24"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}