SecProbe.io

July 30, 2024
Benjamin Tran
Chief Executive Officer
Bitech Technologies Corp
895 Dove Street, Suite 300
Newport Beach, CA 92660
Re:Bitech Technologies Corp
Registration Statement on Form S-1
Filed July 3, 2024
File No. 333-280668
Dear Benjamin Tran:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.Disclosure elsewhere in your filing appears to indicate an intention to apply for the listing
of your common stock on Nasdaq. If so, please disclose on the cover page, and as
appropriate throughout the registration statement, if your offering is contingent on receipt
of certification to list on Nasdaq.
Table of Contents, page i
2.We note you disclose that the prospectus is “accurate only as of its date, regardless of its
time of delivery or the time of any sale of common stock and Pre-Funded warrants.”
Please remove the phrase “regardless of its time of delivery.” See Rule 159(a) under the
Securities Act. Also, we remind you that you have an obligation to update the prospectus
if there has been a material change in your operations, financial condition, etc.

July 30, 2024
Page 2
The Offering, page 6
3.We note your disclosure that the Pre-Funded Warrants will have an exercise price of
$0.0001 per share and will expire five years from the date of issuance.  However, we note
your disclosure on the Cover Page that the purchase price of the Pre-Funded Warrants is
equal to the price per common share being sold to the public in this offering, minus
$0.001.  Please clarify whether the purchase price and the exercise price of the Pre-
Funded Warrants as currently disclosed are accurate, and if not please revise as
appropriate.
Risk Factors, page 9
We note your disclosures of risk factors on pages 10-11, regarding various concerns that
are unclear as to the association with your company. For example, you refer to

•“The interruption of the flow of components and materials from international vendors
could disrupt our supply chain”

•“We purchase some of our components and materials outside of the United States
through arrangements with various vendors and have experienced delays”

•“Failure by our vendors or our component or raw material suppliers to use ethical
business practices and comply with applicable laws and regulations may adversely
affect our business”

•“We may not achieve the intended benefits of our recent acquisition of Emergen
Energy LLC, and the acquisition may disrupt our current plans or operations”

•“If we fail to manage our recent and future growth effectively, we may be unable to
execute our business plan, maintain high levels of customer service, or adequately
address competitive challenges”

•“We have experienced significant growth in recent periods. We intend to continue to
expand our business significantly within existing and new market segments”

•"We rely on third-party general contractors to install energy storage products at our
sites. We currently work with a limited number of general contractors”

Given that you have not reported operations that would correlate with these concerns,
please clarify each disclosure as to the nature of each concern. For example, identify the
nature of any actual arrangements with suppliers and contractors, or clarify if there are
none; and explain how you have experienced growth in recent periods, or clarify if this
has not occurred.

 4.

July 30, 2024
Page 3
Also explain to us how the concern over “integrating the business of Emergen” reconciles
with your description of the Emergen transaction elsewhere in the filing, e.g. pages 30 and
37, indicating you acquired only rights to develop projects, rather than a business.
Risks related to the Offering and Ownership of our Common Stock
Certain provisions of Delaware law and antitakeover provisions in our organizational documents
could delay or prevent a change of control, page 17
5.You refer in this section to "the consent rights of the Continuing Equity Owners in the
Stockholders Agreement as described in “Certain Relationships and Related Party
Transactions — Stockholders Agreement." However, we could not locate a discussion, in
your related party transactions section or elsewhere, regarding such agreement or such
continuing equity owners. Please revise or advise.
Risk Factors
If you purchase shares in this offering, you will suffer immediate dilution of your investment,
page 24
6.You disclose that based on an assumed initial public offering price of $2.25 per share,
investors in this offering will experience immediate dilution of $1.61 per share and that
purchasers in this offering will have contributed approximately 38.6% of the aggregate
price paid by all purchasers of your common stock but will own only 18.7% of common
stock outstanding after the offering.  Given that you have not disclosed the number of
shares to be issued or the price or price range for such shares, please explain how you
determined this information, and provide calculations supporting your response.
Use of Proceeds, page 25
7.Please expand your disclosures under this heading to identify any projects that will be
constructed with the offering proceeds, and to quantify the funds that will be required to
complete those projects and separately all other projects for which proceeds are not
expected to be utilized.

Please also quantify the amounts that will be required to satisfy the BESS Initial Fee and
the Solar Initial Fee under your Project Management Services Agreement, as well as the
aggregate of the incremental fees that are presently disclosed elsewhere in the filing on a
per unit basis.
Market for Common Equity and Price Range of Common Stock, page 26
8.Revise to state the range of high and low bid information for any subsequent interim
period for which you include financial statements. See Item 201 of Regulation S-K.
Capitalization, page 27
We note your disclosure that the number of shares of common stock to be outstanding
after this offering excludes various shares as described in the four bullet points that
follow.

With regard to the second bullet point, we note that the 222,222,000 shares of common
stock issued on April 24, 2024 in connection with the acquisition of Emergen LLC were 9.

July 30, 2024
Page 4
outstanding as of the date of the prospectus and should not be excluded.

With regard to the remaining three bullet points, explain your reasons for exclusions.
Exclusions of the shares described in the third and fourth bullet points appear inconsistent
with your disclosure in the second bullet point "On a pro forma basis...." at the top of the
Capitalization table.

Please revise your disclosures as appropriate.
Dilution, page 28
10.Please explain your reasons for exclusions of the various shares as described in the four
bullet points or revise as appropriate, similar to our comment raised in Capitalization
above.

Add tables showing calculations of how you determined the net tangible book value
amount and per share, and the pro forma (as adjusted) net tangible book value amount and
per share after the offering. Additionally, explain your reason(s) for presenting both the
pro forma net tangible book value per share and the pro forma as adjusted net tangible
book value per share, clarifying the meaning of the former, currently presented as $0.02
per share, which appears to include the $10 million estimated offering proceeds however
exclude the corresponding offering shares.
Management's Discussion and Analysis, page 29
Liquidity and Capital Resources, page 33
11.We note that in your discussion of liquidity and capital resources as of December 31,
2023 you disclose that one of your primary needs for liquidity is to fund the development
projects you expect to pursue following the completion of the business combination with
Bridgelink, while your discussion of liquidity as of March 31, 2024 describes the need to
fund the development and construct your planned BESS and solar projects that are part of
the development project rights you acquired upon completion of the acquisition of
Emergen.  As you do not appear to have acquired Bridgelink, please revise your
disclosure as appropriate.
12.Please expand your disclosures under this heading to discuss the capital requirements to
complete all your BESS and Solar projects, to pay fees under the Project Management
Services Agreement, including the BESS Initial Fee, Solar Energy Initial Fee, the
aggregate of the various unit-based fees, and the nature of the $50 million financing
commitment mentioned on page F-14.

Please expand your disclosure to discuss the implications of the Project Sale Agreement
that you have filed at Exhibit 10.28, indicating that on May 30, 2024 you agreed to sell
projects to a third party in exchange for $19.4 million, and explain how this reconciles
with disclosures identifying you or your subsidiaries as the company acquiring the
projects.

July 30, 2024
Page 5
Business, page 34
13.Given your various disclosures indicating that you completed the acquisition of Emergen
Energy LLC (Emergen) on April 24, 2024, please expand your disclosures to explain how
you have satisfied the requirement to obtain a $50 million financing commitment as
mentioned on page F-14.
14.We note that you have various disclosures reporting ownership and control over 23
projects that involve developing and operating battery energy storage systems (BESS)
having a capacity of 1.965 gigawatts, and solar energy systems having a capacity of 1.415
gigawatts.

Please expand your disclosures on pages 2 and 29 to more clearly summarize details of
the projects, including the scope and status of the projects. The details necessary to
support the summary information should be provided in the Business section that begins
on page 34; many of the pertinent details may be effectively organized and presented in a
tabular format.

For example, these should indicate specific project locations, how rights to the properties
upon which the projects will be constructed have been secured, size and capacity of the
facilities, estimated total costs, present status – as may include describing any engineering
work completed and yet to be completed, time to construct once construction has
commenced, any permits acquired to build and operate, any permits that must still be
acquired to build and operate, the extent and status of any financing that has been secured,
and if not secured, any tentative arrangements for financing the projects, and the nature of
any contractual arrangements with third parties to construct, and with customers to
acquire or lease the facilities.

In addition to the foregoing, please clarify how you intend to sequence the projects, and if
this has not yet been decided then identify the factors that will determine when the
facilities will be constructed, including any uncertainties as to whether the projects will be
completed. Also identify the project management service fees for each project.
15.Please revise to disclose all material government regulations applicable to your business,
including any environmental laws. In this regard we note your disclosure at page
41, stating that your business currently does not implicate any environmental
regulation, appears inconsistent with your risk factor disclosure regarding same. Refer
to Item 101(h) of Regulation S-K.
Core Business in Battery Energy Storage Systems (BESS), page 34
We note that you have various disclosures regarding certain aspects of your business
which appear suggestive of progress, experience, or certain business relationships as may
include disclosures on pages 3, 34 and 36, stating “Our primary BESS customers are key
players in the energy industry,” “Our extensive experience in BESS development puts us
in a favorable position to capitalize on the industry’s rapid growth,” “Our Power Desk
team can…optimize our operational activities,”; “Our breadth of legislative authority
relationships …enable us to effectively capture and utilize investment tax credits
(ITCs)…”.16.

July 30, 2024
Page 6

Please expand these and any similar disclosures elsewhere in the filing as necessary to
clarify the extent of any actual customers and suppliers, partnerships with Independent
system operators (ISOs), the scope and extent of prior development experience, to include
a description of any completed projects/facilities, how your power desk team has
optimized any specific operational activities, and the nature of your legislative authority
relationships and of the particular ITC arrangements that you have secured as a result of
those relationships.

Please ensure that your description of each matter is substantive and clear as to the extent
of progress, experience and business relationships.
Recent Developments, page 36
17.Please expand your disclosure concerning your April 24, 2024 acquisition of Emergen
Energy LLC to describe the assets and liabilities acquired and to explain how the purchase
price was determined and allocated to such assets and liabilities.

Also describe your accounting for the transaction, including clarification of whether it
was an asset or business acquisition, based on the definitions in FASB ASC 805-10-20. If
this was an asset acquisition rather than a business acquisition, revise disclosures
throughout your filing to clarify.
Project Management Services Agreement, page 37
18.Tell us how you have accounted for the BESS Initial Fee and the Solar Initial Fee upon
entering into the Project Management Services Agreement and if you have not recognized
the amounts payable as liabilities, explain your rationale, describe the circumstances
under which you expect to recognize the liabilities, and indicate when you expect those
circumstances to arise.

In addition to providing such disclosures, tell us the specific contractual provisions that
you have considered in your analyses, and the specific accounting standard and
paragraphs within that standard, that you have relied upon in formulating your accounting
policy.
Recent Developments, page 36
Project Management Services Agreement, page 37
Please expand your disclosures regarding the Project Management Services Agreement
(PMSA) with Energy Independent Partners LLC (EIP) as necessary to address the
following points.

•Identify the party that will determine which projects will be developed and when,
how financing arrangements will be pursued and accepted, and whether a project may
be sold instead of developed, and the criteria for establishing the sale price.

•Quantify the fees to be paid based on the watts of the development projects, in the
aggregate for the BESS and Solar projects.19.

July 30, 2024
Page 7

•Clarify whether the BESS Initial Fee and the Solar Initial Fee are due on the 24-
month anniversary of the Effective Date, as appears to be indicated on page 37,
regardless of whether any additional financing is obtained.

Please identify the specific contractual provisions in the exhibits that you have filed that
correspond to and support the disclosures that you provide to address the points above.
Management, page 41
20.We note that your executive officers appear to have management, advisory or directorship
positions with other companies and may allocate their time to other businesses. Please
include an appropriately captioned risk factor to discuss, if true, that certain executive
officers serve in their positions on a part-time basis and/or otherwise clarify the number of
hours they have agreed to dedicate to the business affairs of you