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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 30, 2026

 

BIMERGEN ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   001-43138   93-3419812
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
of incorporation)       Identification No.)

 

895 Dove Street, Suite 300    
Newport Beach, California   92660
(Address of principal executive offices)   (Zip Code)

 

(855) 946-0154

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A common stock, par value $0.001 per share   BESS   NYSE American LLC
Common Stock Purchase Warrants   BESSWS   NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

 

On June 30, 2026 the Audit Committee of the Board of Directors of Bimergen Energy Corporation, a corporation incorporated under the laws of the State of Delaware (the “Company”) terminated Ramirez Jimenez International CPAs (“RJI”) as the independent registered public accounting firm of the Company.

 

During the Company’s two most recent fiscal years and the subsequent interim period through June 30, 2026, there were no disagreements with RJI on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of RJI, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. During the Company’s two most recent fiscal years and the subsequent interim period through June 30, 2026, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

 

The Company provided RJI with a copy of the foregoing disclosure and requested RJI to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of such letter furnished by RJI is filed as Exhibit 16.1 to this Form 8-K.

 

On June 30, 2026, the Company’s Audit Committee approved the engagement of Weinberg & Company, P.A. (“Weinberg”) as the Company’s new independent registered public accounting firm.

 

During the Company’s two most recent fiscal years and the subsequent interim period through June 30, 2026, neither the Company nor anyone on its behalf consulted with Weinberg regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided that Weinberg concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and its related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:

 

No.   Description of Exhibits
16.1   Letter from Ramirez Jimenez International CPAs
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BIMERGEN ENERGY CORPORATION
   
Date: July 2, 2026 By: /s/ Robert J. Brilon
  Name: Robert J. Brilon
  Title: Co-Chief Executive Officer and Chief Financial Officer

 

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Exhibit 16.1

 

July 2, 2026

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 

Commissioners:

 

We have read the statements made by Bimergen Energy Corporation (the “Company”) under Item 4.01 of its Form 8-K dated July 2, 2026. We agree with the statements concerning our Firm in such Form 8-K. We are not in a position to agree or disagree with other statements of the Company contained therein.

 

Very truly yours,

 

/s/ Ramirez Jimenez International CPAs