Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| 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: |
| ||||||||
| 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
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| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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
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| 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: |
| ||||||||
| 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
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| 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: |
| ||||||||
| 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
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| 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);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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. | |
| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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Exhibit Information
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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 |