0001172661-26-001330.txt : 20260227 0001172661-26-001330.hdr.sgml : 20260227 20260227160849 ACCESSION NUMBER: 0001172661-26-001330 CONFORMED SUBMISSION TYPE: SCHEDULE 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20260227 DATE AS OF CHANGE: 20260227 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bimergen Energy Corp CENTRAL INDEX KEY: 0001066764 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] ORGANIZATION NAME: 01 Energy & Transportation EIN: 980187705 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80612 FILM NUMBER: 26699756 BUSINESS ADDRESS: STREET 1: 895 DOVE STREET STREET 2: SUITE 300 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: (855) 777-0888 MAIL ADDRESS: STREET 1: 895 DOVE STREET STREET 2: SUITE 300 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: Bitech Technologies Corp DATE OF NAME CHANGE: 20220505 FORMER COMPANY: FORMER CONFORMED NAME: Spine Injury Solutions, Inc DATE OF NAME CHANGE: 20151007 FORMER COMPANY: FORMER CONFORMED NAME: Spine Pain Management, Inc DATE OF NAME CHANGE: 20091201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Encompass Capital Advisors LLC CENTRAL INDEX KEY: 0001541901 ORGANIZATION NAME: EIN: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 646-351-8452 MAIL ADDRESS: STREET 1: 200 PARK AVENUE, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 SCHEDULE 13G 1 primary_doc.xml SCHEDULE 13G 0001541901 XXXXXXXX LIVE Common Stock, Warrants 02/20/2026 0001066764 Bimergen Energy Corp 84856X205 895 DOVE STREET SUITE 300 NEWPORT BEACH CA 92660 Rule 13d-1(c) Encompass Capital Advisors LLC b DE 0.00 2000000.00 0.00 2000000.00 2000000.00 N 9.99 IA Includes (a) 700,000 common shares, par value per share ("Common Share") of the Issuer, (b) 1,000,000 warrants with a strike price of $11.875 (the "Warrants"), and (c) 300,000 pre-funded warrants (the "Pre-Funded Warrants"), both the Warrants and the Pre-Funded Warrants are exercisable for Common Shares and subject to a beneficial ownership limitation of 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of the Common Shares upon exercise of the warrants (the "9.99% Blocker"). Exercise of the warrants is subject to the 9.99% Blocker and the percentage set forth in row (11) gives effect to the 9.99% Blocker. Todd J. Kantor b X1 0.00 2000000.00 0.00 2000000.00 2000000.00 N 9.99 HC IN Includes (a) 700,000 Common Shares, (b) 1,000,000 warrants with a strike price of $11.875 (the "Warrants"), and (c) 300,000 Pre-Funded Warrants, both the Warrants and the Pre-Funded Warrants are exercisable for Common Shares and subject to a beneficial ownership limitation of 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of the Common Shares upon exercise of the warrants. Mr. Kantor is the managing member of each of Encompass Capital Advisors LLC and Encompass Capital Partners LLC. Mr. Kantor disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. Exercise of the warrants is subject to the 9.99% Blocker and the percentage set forth in row (11) gives effect to the 9.99% Blocker. Encompass Capital Partners LLC DE 0.00 1585972.00 0.00 1585972.00 1585972.00 N 7.92 OO Includes (a) 555,090 Common Shares, (b) 792,986 warrants with a strike price of $11.875 (the "Warrants"), and (c) 237,896 Pre-Funded Warrants, both the Warrants and the Pre-Funded Warrants are exercisable for Common Shares and subject to a beneficial ownership limitation of 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of the Common Shares upon exercise of the warrants. Exercise of the warrants is subject to the 9.99% Blocker and the percentage set forth in row (11) gives effect to the 9.99% Blocker. Encompass Capital Master Fund LP E9 0.00 1027094.00 0.00 1027094.00 1027094.00 N 5.13 OO Includes (a) 359,483 Common Shares, (b) 513,547 warrants with a strike price of $11.875 (the "Warrants"), and (c) 154,064 Pre-Funded Warrants, "), both the Warrants and the Pre-Funded Warrants are exercisable for Common Shares and subject to a beneficial ownership limitation of 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of the Common Shares upon exercise of the warrants. Exercise of the warrants is subject to the 9.99% Blocker and the percentage set forth in row (11) gives effect to the 9.99% Blocker. Bimergen Energy Corp 895 DOVE STREET, SUITE 300, NEWPORT BEACH, CA 92660 Encompass Capital Advisors LLC Todd J. Kantor Encompass Capital Partners LLC Encompass Capital Master Fund L.P. Encompass Capital Advisors LLC: 200 Park Avenue, Suite 1604, New York, NY 10166 Todd J. Kantor: c/o Encompass Capital Advisors LLC, 200 Park Avenue, Suite 1604, New York, NY 10166 Encompass Capital Partners LLC: 200 Park Avenue, Suite 1604, New York, NY 10166 Encompass Capital Master Fund L.P.: Ogier global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, E9 KY1-9009 Encompass Capital Advisors LLC is a Delaware Limited Liability Company Todd J. Kantor is a US citizen Encompass Capital Partners LLC is a Delaware Limited Liability Company Encompass Capital Master Fund L.P. is a Cayman Islands Exempted Limited Partnership Y Encompass Capital Advisors LLC 2,000,000 Todd J. Kantor 2,000,000 Encompass Capital Partners LLC 1,585,972 Encompass Capital Master Fund L.P. 1,027,094 Encompass Capital Advisors LLC 9.99% Todd J. Kantor 9.99% Encompass Capital Partners LLC 7.92% Encompass Capital Master Fund L.P. 5.13% Encompass Capital Advisors LLC 0 Todd J. Kantor 0 Encompass Capital Partners LLC 0 Encompass Capital Master Fund L.P. 0 Encompass Capital Advisors LLC 2,000,000 Todd J. Kantor 2,000,000 Encompass Capital Partners LLC 1,585,972 Encompass Capital Master Fund L.P. 1,027,094 Encompass Capital Advisors LLC 0 Todd J. Kantor 0 Encompass Capital Partners LLC 0 Encompass Capital Master Fund L.P. 0 Encompass Capital Advisors LLC 2,000,000 Todd J. Kantor 2,000,000 Encompass Capital Partners LLC 1,585,972 Encompass Capital Master Fund L.P. 1,027,094 The Pre-Funded Warrants contain a provision which precludes exercise of the Pre-Funded Warrants to the extent that, following exercise, Encompass Capital Advisors LLC, together with its affiliates and other attribution parties, would own more than 9.99% of the common stock outstanding. Encompass Capital Advisors LLC is currently prohibited from exercising the Pre-Funded Warrants to the extent that such exercise would result in the Reporting Persons' beneficial ownership of more than 700,000 shares of common stock. Y Y Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. JOINT FILING AGREEMENT The undersigned hereby agree that the statement on SCHEDULE 13G with respect to the shares of Common Stock of Bimergen Energy Corp, dated as of February 27, 2026 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Date: February 27, 2026 Encompass Capital Advisors LLC By: Todd J. Kantor Name: Todd J. Kantor Title: Managing Member Todd J. Kantor By: Todd J. Kantor Name: Todd J. Kantor Encompass Capital Partners LLC By: Todd J. Kantor Name: Todd J. Kantor Title: Managing Member Encompass Capital Master Fund L.P. By: Todd J. Kantor Name: Todd J. Kantor Title: Director Encompass Capital Advisors LLC Todd J. Kantor 02/27/2026 Todd J. Kantor Todd J. Kantor 02/27/2026 Encompass Capital Partners LLC Todd J. Kantor 02/27/2026 Encompass Capital Master Fund LP Todd J. Kantor 02/27/2026