Bimergen Energy Corp (BESS): M&A transaction — Bimergen contributes 3 BESS projects to Cerberus JV; receives 7.5% equity + $1.18M cash

Bimergen Energy Corp

Emergen Energy (Bimergen sub) contributed 100% equity of three BESS project companies to FPU-BEC Development Topco (Cerberus affiliate).
Consideration: 75 Class B Units (7.5% of JV) plus $1,176,159 reimbursement payment.
Executed Joint Development Agreement for four-hour+ ERCOT projects; potential $5.69M in development fees and milestone payments.
Also acquired 100% of one contributed project co via MIPA for ~$643,500 tied to development milestones.
Two of three project closings completed May 21, 2026; third to close within 15 business days.

item 1.01 item 2.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Bimergen Energy Corp completed a disposition involving FPU-BEC Development Topco, LLC (closed 2026-05-21).

Action: disposition
Counterparty: FPU-BEC Development Topco, LLC
Closing: 2026-05-21

Exact text from the filing

Pursuant to the Contribution Agreement, Emergen contributed 100% of its equity interests in three battery energy storage system (“BESS”) project companies (the “Project Companies”), to the JV Company.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.85

Bimergen Energy Corp entered into Contributed Equity Assignment Agreement with FPU-BEC Development Topco, LLC (effective 2026-05-21).

Action: entry
Counterparty: FPU-BEC Development Topco, LLC
Effective: 2026-05-21

Exact text from the filing

Also on May 21, 2026, Emergen and the JV Company entered into a Contributed Equity Assignment Agreement (the "Assignment Agreement"), pursuant to which Emergen assigned and transferred 100% of the equity interests in the Project Companies to the JV Company, and the JV Company accepted and assumed the Contributed Equity from Emergen.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Bimergen Energy Corp entered into Contribution Agreement with FPU-BEC Development Topco, LLC valued at $1,176,159.00 (effective 2026-05-21).

Action: entry
Agreement: asset purchase
Counterparty: FPU-BEC Development Topco, LLC
Value: $1,176,159.00
Effective: 2026-05-21

Exact text from the filing

On May 21, 2026, Emergen Energy LLC ("Emergen"), a wholly-owned subsidiary of Bimergen Energy Corporation (the "Company"), entered into a Contribution Agreement (the "Contribution Agreement") with FPU-BEC Development Topco, LLC (the "JV Company"), a Delaware limited liability company affiliated with Cerberus Capital Management, L.P. and its Frontier Power & Utilities ("FPU") platform.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Bimergen Energy Corp entered into Joint Development Agreement with FPU-BEC Development Topco, LLC valued at up to approximately $5.69 million (effective 2026-05-21).

Action: entry
Agreement: collaboration
Counterparty: FPU-BEC Development Topco, LLC
Value: up to approximately $5.69 million
Effective: 2026-05-21

Exact text from the filing

Concurrently with the Contribution Agreement, on May 21, 2026, Emergen entered into a Joint Development Agreement (the "JDA") with the JV Company.

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 FPU-BEC Development Topco, LLC valued at approximately $643,500 (effective 2026-05-21).

Action: entry
Agreement: asset purchase
Counterparty: FPU-BEC Development Topco, LLC
Value: approximately $643,500
Effective: 2026-05-21

Exact text from the filing

Additionally, on May 21, 2026, Emergen entered into a Membership Interest Purchase Agreement (the "MIPA") pursuant to which Emergen acquired 100% of the membership interests in one of the contributed Project Companies for consideration of approximately $643,500, payable in installments tied to specified project development milestones.

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15 m&a transactions filed in the last 30 days. Browse all m&a transactions →

Bimergen Energy Corp filing history →

Source: SEC EDGAR

accession 0001493152-26-025562

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