[SCHEDULE 13G] Bimergen Energy Corp Passive Investment Disclosure (>5%)
Encompass group reports 2.0M stake in Bimergen
Encompass Capital Advisors LLC and affiliated filers reported beneficial ownership stakes in Bimergen Energy Corp. Encompass Capital Advisors LLC and Todd J. Kantor each report 2,000,000 shares (representing 9.99% of the class).
Encompass Capital Advisors LLC and affiliated filers reported beneficial ownership stakes in Bimergen Energy Corp. Encompass Capital Advisors LLC and Todd J. Kantor each report 2,000,000 shares (representing 9.99% of the class). Encompass Capital Partners LLC reports 1,585,972 shares (7.92%), and Encompass Capital Master Fund L.P. reports 1,027,094 shares (5.13%).
The reported holdings include 700,000 common shares, 1,000,000 warrants with a strike price of $11.875, and 300,000 pre-funded warrants. All warrants and pre-funded warrants are exercisable for common shares but are subject to a 9.99% beneficial ownership limitation; Encompass Capital Advisors LLC is prohibited from exercising to exceed 700,000 shares under that limitation.
Positive
None.
Negative
None.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Encompass Capital Advisors LLC report in Bimergen Energy (BESS)?
Encompass Capital Advisors LLC reports beneficial ownership of 2,000,000 shares, equal to 9.99%. The position includes 700,000 Common Shares, 1,000,000 warrants at a $11.875 strike, and 300,000 pre-funded warrants subject to a 9.99% ownership blocker.
How much does Todd J. Kantor beneficially own in Bimergen Energy (BESS)?
Todd J. Kantor reports beneficial ownership of 2,000,000 shares, or 9.99% of the class. Mr. Kantor is the managing member of the Encompass entities and disclaims beneficial ownership except to the extent of his pecuniary interest, per the filing.
What warrants and exercise limits are disclosed in the filing for Bimergen Energy (BESS)?
The filing discloses 1,000,000 warrants with a strike of $11.875 and 300,000 pre-funded warrants. Both instrument types are exercisable into Common Shares but are subject to a 9.99% beneficial ownership limitation that restricts exercise above that threshold.
What ownership percentages do Encompass Capital Partners LLC and Encompass Capital Master Fund report?
Encompass Capital Partners LLC reports 1,585,972 shares (7.92%) and Encompass Capital Master Fund L.P. reports 1,027,094 shares (5.13%). Those amounts reflect combined Common Shares and exercisable warrant/pre-funded warrant positions subject to the 9.99% limiter.
Does the filing state any exercise prohibition tied to the pre-funded warrants for Encompass Capital Advisors?
Yes. The pre-funded warrants include a provision precluding exercise if it would cause Encompass Capital Advisors LLC and affiliates to own more than 9.99% of outstanding common stock, and the filing notes Advisors are currently prohibited from exercising to exceed 700,000 shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Bimergen Energy Corp
(Name of Issuer)
Common Stock, Warrants
(Title of Class of Securities)
84856X205
(CUSIP Number)
02/20/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
84856X205
1
Names of Reporting Persons
Encompass Capital Advisors LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: 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.
SCHEDULE 13G
CUSIP No.
84856X205
1
Names of Reporting Persons
Todd J. Kantor
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: 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.
SCHEDULE 13G
CUSIP No.
84856X205
1
Names of Reporting Persons
Encompass Capital Partners LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,585,972.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,585,972.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,585,972.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.92 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: 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.
SCHEDULE 13G
CUSIP No.
84856X205
1
Names of Reporting Persons
Encompass Capital Master Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,027,094.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,027,094.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,027,094.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.13 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: 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.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Bimergen Energy Corp
(b)
Address of issuer's principal executive offices:
895 DOVE STREET, SUITE 300, NEWPORT BEACH, CA 92660
Item 2.
(a)
Name of person filing:
Encompass Capital Advisors LLC
Todd J. Kantor
Encompass Capital Partners LLC
Encompass Capital Master Fund L.P.
(b)
Address or principal business office or, if none, residence:
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
(c)
Citizenship:
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
(d)
Title of class of securities:
Common Stock, Warrants
(e)
CUSIP No.:
84856X205
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
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
(b)
Percent of class:
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%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Encompass Capital Advisors LLC
0
Todd J. Kantor
0
Encompass Capital Partners LLC
0
Encompass Capital Master Fund L.P.
0
(ii) Shared power to vote or to direct the vote:
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
(iii) Sole power to dispose or to direct the disposition of:
Encompass Capital Advisors LLC
0
Todd J. Kantor
0
Encompass Capital Partners LLC
0
Encompass Capital Master Fund L.P.
0
(iv) Shared power to dispose or to direct the disposition of:
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.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Encompass Capital Advisors LLC
Signature:
Todd J. Kantor
Name/Title:
Todd J. Kantor | Managing Member
Date:
02/27/2026
Todd J. Kantor
Signature:
Todd J. Kantor
Name/Title:
Todd J. Kantor
Date:
02/27/2026
Encompass Capital Partners LLC
Signature:
Todd J. Kantor
Name/Title:
Todd J. Kantor | Managing Member
Date:
02/27/2026
Encompass Capital Master Fund LP
Signature:
Todd J. Kantor
Name/Title:
Todd J. Kantor | Director
Date:
02/27/2026
Exhibit Information
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
