Bimergen Energy Corp美股招股说明书(2026-04-03版)

BIMERGEN ENERGY CORPORATION 3,100,000 Shares of Common Stock and accompanying Warrants to purchase 3,100,000 Shares of Common Stock This Prospectus Supplement No. 1 (“Prospectus Supplement No. 1”) is being filed by Bimergen Energy Corporation, a Delaware corporation(the “Company,” “we,” “our”, “us”) to update and supplement the information contained in the Prospectus dated January 20, 2026 and theProspectus dated February 20, 2026 (the “Prospectus”) relating to the resale from time to time of 3,100,000 shares of our common stock, parvalue $0.001 (the “Common Stock”) and accompanying warrants to purchase 3,100,000 shares of Common Stock (the “Warrants”), and pre-funded warrants to purchase up to 300,000 shares of Common Stock and accompanying Warrants to purchase 300,000 shares of CommonStock (the “Pre-Funded Warrants”), held by the selling stockholders named in the Prospectus or their permitted transferees (“SellingStockholders”). This Prospectus Supplement No. 1 is being filed to update and supplement the information contained in the Prospectus, which forms a part ofour registration statement on Form S-1 (File No. 333-280668) and Form S-1MEF (Registration No. 333-293610) with the informationcontained in the following reports filed by the Company with the Securities and Exchange Commission on the dates indicated below(collectively, the “Reports”). Each of the respective Reports are attached hereto. Date Filed Report Annual Report on Form 10-K for the year ended December 31, 2025 This Prospectus Supplement No. 1 is not complete without, and may not be delivered or utilized except in connection with the Prospectus,including the amendments thereto. This Prospectus Supplement No. 1 should be read in conjunction with the Prospectus, which is to bedelivered with this Prospectus Supplement No. 1. This Prospectus Supplement No. 1 is qualified by reference to the Prospectus, except to theextent that the information in this Prospectus Supplement No. 1 updates or supersedes the information contained in the Prospectus, includingthe amendments thereto. Our Common Stock is quoted on The New York Stock Exchange American under the ticker symbol “BESS.” Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 16 of the Prospectus. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved ofthese securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement is April 2, 2026 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K ☒Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2025 or ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ______________ to ______________ Commission file number:000-27407 BIMERGEN ENERGY CORPORATION(Exact Name of Registrant as Specified in Its Charter) 895 Dove Street, Suite 300Newport Beach, CA 92660(Address of principal executive offices, Zip Code) Telephone: (855) 777-0888(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Exchange Act: Securities registered under Section 12(g) of the Exchange Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer☐Non-accelerated filer☒Emerging growth company☐ Accelerated filer☐Smaller reporting company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting