Bimergen Energy Corp美股招股说明书(2026-02-20版)

3,100,000 Shares of Common Stock and accompanying Warrants to purchase 3,100,000 Shares of Common StockPre-Funded Warrants to purchase up to 300,000 Shares of Common Stock and accompanying Warrants to purchase 300,000 Shares ofCommon Stock Bimergen Energy Corporation We are offering 3,100,000 shares of common stock, par value $0.001 per share and accompanying warrants to purchase 3,100,000 shares of common stock, or “Warrants”, at an aggregate offering priceof $4.00 per share of common stock. We are also offering to each purchaser whose purchase of common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owningmore than 4.99% (or, at the election of the holder, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser sochooses, 300,000 pre-funded warrants to purchase common shares and the accompanying warrant (the “Pre-Funded Warrants”), in lieu of common stock and the accompanying warrant. The purchaseprice of each Pre-Funded Warrant is equal to the price per common stock and the accompanying warrant being sold to the public in this offering, minus $0.0001. The Pre-Funded Warrants will beimmediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell, the number of common stock andaccompanying warrant that we are offering will be decreased on a one-for-one basis. Our common stock is traded on The NYSE American (“NYSE”), under the symbol “BESS” and our Warrants on the NYSE under the symbol “BESSWS.” On February 20, 2026, the last reported saleprice of our common stock on NYSE was $3.42 share, the last reported sale price of our public warrants on NYSE was $0.62 per warrant.. No assurance can be given that a trading market will developfor the Warrants. We do not intend to apply for a listing of the Pre-funded Warrants on any national securities exchange or other nationally recognized trading system and do not expect a trading marketto develop for the Pre-funded Warrants. Investing in our securities involves a high degree of risks, including the risk of losing your entire investment. See “Risk Factors” beginning on page 16 to read about factors you shouldconsider before buying our securities. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminal offense. The offering is being underwritten on a firm commitment basis. We have granted a 45-day option to the representative of the underwriters to purchase up to 200,000 additional shares of common stockand/or Pre-Funded Warrants and 200,000 Warrants solely to cover over-allotments, if any. The underwriters expect to deliver the securities to purchasers on or about February 23, 2026. ThinkEquity The date of this prospectus is February 20, 2026 TABLE OF CONTENTS PageSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS1PROSPECTUS SUMMARY2THE OFFERING13SELECTED FINANCIAL DATA15RISK FACTORS16USE OF PROCEEDS31DIVIDEND POLICY32CAPITALIZATION33DILUTION34MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS35BUSINESS47MANAGEMENT54EXECUTIVE AND DIRECTOR COMPENSATION57PRINCIPAL STOCKHOLDERS60CERTAIN RELATIONSHIPS AND RELATED PARTY61DESCRIPTION OF SECURITIES WE ARE OFFERING64SHARES ELIGIBLE FOR FUTURE SALE66MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS67UNDERWRITING71LEGAL MATTERS75EXPERTS75WHERE YOU CAN FIND ADDITIONAL INFORMATION76INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 You should rely only on the information contained in this prospectus. We and the underwriter(s) have not authorized anyone to provide you with any information other than thatcontained in this prospectus, and neither we, nor the underwriter(s) take responsibility for any other information others may give you. We are offering to sell, and seeking offers to buy,common stock and Pre-Funded warrants only in jurisdictions where such offers and sales are permitted. About this Prospectus Neither nor the Underwriter have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectusesprepared by us or on our behalf or to which we have referred you and which we have filed with the U.S. Securities and Exchange Commission (the “SEC”). We take no responsibility for, and can provideno assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the common stock and Pre-Funded warrants shares offered hereby, but onlyunder circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the of