SecProbe.io

September 19, 2024
Benjamin Tran
Chief Executive Officer
Bitech Technologies Corp
895 Dove Street, Suite 300
Newport Beach, CA 92660
Re:Bitech Technologies Corp
Amendment No. 1 to Registration Statement on Form S-1
Filed September 3, 2024
File No. 333-280668
Dear Benjamin Tran:
            We have reviewed your amended registration statement and have the following
comments.
            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. Unless we note otherwise,
any references to prior comments are to comments in our July 30, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary
Recent Developments, page 5
1.We note your disclosure of the July 2024 amendment to the Certificate of Incorporation to
effect a reverse stock split at a ratio ranging between one for two (1:2) and one for eighty
(1:80). Please expand your disclosure to update the reverse stock split status or outcome,
and ensure that any stock split will be retroactively restated for all periods presented.
Risk Factors, page 12
We note your response to prior comment 4. With regard to the below items:

“We have experienced significant growth in recent periods. We intend to continue to
expand our business significantly within existing and new market segments”2.

September 19, 2024
Page 2
"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”

Please revise to clarify how you have experienced significant growth in recent periods,
given that you recently acquired the rights to the development projects and have not done
any development nor reported any operations; and whether it is true you currently work
with a limited number of general contractors, which appears inconsistent with your
disclosure in footnote (5) on page 3.
Capitalization, page 28
3.Please expand your disclosure under this heading, as well as under the Dilution heading
on page 29, to explain why you exclude the 147,200,000 shares of common stock issuable
upon the exercise of outstanding options at June 30, 2024. Additionally, revise your
disclosure on page 8 regarding “the number of shares…outstanding after this offering” to
correctly state the inclusions and exclusions, consistent with pages 28 and 29.
Dilution, page 29
4.Please further revise your Dilution disclosures for the following items:

•Your disclosed net tangible book value as of June 30, 2024 in the second paragraph
does not match the number in the first table.
•Change "Total net tangible assets" label in the first table to "Total tangible assets" to
match the description in the second paragraph.
•You appear to use the term "pro forma net tangible book value" and "pro forma as
adjusted net tangible book value" interchangeably. If this is true, revise the label in
the first paragraph following the first table to use the same consistent term "pro forma
net tangible book value". If this is not true, expand disclosure to explain the
difference.
•Reinstate the line item you deleted, namely "Increase in the pro forma net tangible
book value per share attributable to new investors purchasing shares and Pre-Funded
Warrants in this offering", to precede the line item "Dilution per share to new
investors...".
•With regard to your statement "the pro forma as adjusted information...above is
illustrative only", delete "as adjusted" or explain how "as adjusted" is different from
"pro forma information" presented above. Additionally, clarify what and how "other
terms of this offering determined at pricing" may change the presented information.

September 19, 2024
Page 3
Business, page 36
5.We note the tabular presentations you added on pages 3 and 31 in response to prior
comment 14. Please expand your presentations and disclosures to address these remaining
items per prior comment 14:

- Add the Solar projects and details similar to the BESS projects.
- For each BESS and Solar project, add incremental details such as approximate time until
permit is complete, nature and time of engineering and other work to be completed before
construction can begin, time to construct once construction begins, other work
and permits required to operate the projects, project management fees for each project.

Additionally, given the number of projects and significant estimated cost of each project,
discuss how you intend to sequence the projects or determine which projects will be
developed and when, how financing arrangements will be pursued, uncertainties as to
whether the projects will be completed, and what you plan to do with the projects not
developed or not completed. As necessary, add a summary of your development plan
including timeline for each significant step.
6.As it does not appear that you have fully addressed prior comment 16 with revised
disclosures in the Business section, we reissue prior comment 16 as follows:

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)…”.

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 38
We note you disclosed on page 39 that you treated the April 24, 2024 Emergen
transaction as an acquisition of assets instead of a business combination due to the lack of
any operations. Please note that acquisition of assets does not give rise to
goodwill. Revise your disclosure to remove the goodwill, and explain why you did not 7.

September 19, 2024
Page 4
attribute the $22.22 million purchase price to the development rights as intangible
assets. To the extent the $22.22 million purchase price exceeded the fair values of the
development rights on your Emergen purchase date, given your disclosure on page 39 that
the development rights were assigned to Emergen with no cost basis prior to sale to you,
tell us how you have considered impairment assessment for such development
rights. Refer to FASB ASC 350-30-25, 30-30 and 30-35 for guidance on intangible asset
recognition, initial measurement and subsequent measurement, including amortization and
impairment determinations.
8.We note your response to prior comments 12 and 13. Please update your disclosure under
this heading to clarify that you have negotiated out of the $50 million financing
commitment, if true as stated in your response, as the disclosure in Note 8 on page F-14
referred to the $50 financing commitment.
9.We note your disclosure on page 39 regarding Emergen’s May 30, 2024 Project Sale
Agreement (Agreement) with Bridgelink. Please expand your disclosure to clarify
whether this Agreement is still in effect or the extent of any changes, including whether
the described Bridgelink deposit has been paid and received, and when Bridgelink’s
option to return the projects expires (i.e. within ten days written notice of what event or
milestone?).

Additionally, disclose all the milestones that must be achieved, time frames and payments
for each milestone, and whether Bridgelink has the option to return the projects for full
refund even after certain milestones have been achieved and payments have been made.

Make similar revisions regarding this Bridgelink Agreement to your disclosures, financial
statements and related notes for the quarter ended June 30, 2024. Expand the financial
statement note to discuss the accounting treatment for this Agreement and payments
received, clarifying how the right of return affects or precludes your sale recognition.
Describe any other sale contingency and related accounting treatment.
Consolidated Financial Statements
General, page F-1
10.We note that you have not included unaudited interim financial statements for the three
and six months ended June 30, 2024 in your registration statement. As previously raised
in prior comment 23, please update the financial statements and related disclosures in
your registration statement in accordance with Rule 8-08 of Regulation S-X.

Please note all the revisions that will be required to your June 30, 2024 financial
statements, related notes and disclosures included in the registration statement based on
the comments raised in this comment letter, such as the Bridgelink Agreement and the
goodwill and intangible asset issues raised in the "Recent Developments" comments
above.

Additionally, please note that your Form 10-Q for the quarter ended June 30, 2024 will
need to be amended to include similar revisions once all the comments affecting your
June 30, 2024 financial statements in the registration statement have been resolved.

September 19, 2024
Page 5
11.We note that the heading for the interim Consolidated Statements of Changes in
Stockholders' Equity on page 7 of your Form 10-Q for the quarter ended June 30, 2024 is
labeled as of December 31, 2024 instead of June 30, 2024. Please revise this label
for both the interim financial statements to be included in the registration statement, and
in Form 10-Q when amended.
Note 5 - Acquisition of Bitech Mining, page, page F-12
12.We note your response and reissue prior comment 27. Please note that since you
determined Bitech Mining as the accounting acquirer in your March 31, 2022 reverse
merger transaction with Spine Injury Solutions, you need to expand your Note 5 to show,
from an accounting perspective, the net assets acquired from Spine Injury Solutions at
March 31, 2022. Refer to the guidance in FASB ASB 805-40-45-2.

Per your Form 10-Q for the quarter ended March 31, 2022, Spine Injury Solutions had a
stockholders' equity (deficit) (i.e. net assets book value) of $(388,795) at December 31,
2021. As your consolidated equity at March 31, 2022 post reverse merger was $740,334
after considering Bitech Mining net assets of $1,122,214, this appears to suggest that your
Spine net assets acquired at March 31, 2022 did not change much from its December 31,
2021 net assets book value.

Additionally, reconcile the Spine Injury Solutions net assets acquired amount to the
$(139,880) recapitalization amount reported on page F-5.
General
13.We note your disclosure on page 18 that your amended and restated certificate of
incorporation and amended and restated bylaws, each of which will become effective
immediately prior to the closing of this offering, will provide, unless you consent in
writing to the selection of an alternative forum, that the Court of Chancery of the State of
Delaware (or, and only if the Court of Chancery of the State of Delaware lacks subject
matter jurisdiction, any state court located within the State of Delaware, or, if and only if
all such state courts lack subject matter jurisdiction, the federal district court for the
District of Delaware) and any appellate court therefrom, to the fullest extent permitted by
law, is the sole and exclusive forum for derivative actions. This appears inconsistent with
Article XIV of your Amended and Restated Bylaws filed as Exhibit 3.11. Please revise or
advise.

Additionally, where you continue to reference an "amended and restated articles of
incorporation" that will become effective immediately prior to the closing of this offering,
please clarify whether you intend on filing an amended and restated articles of
incorporation. Lastly, where your disclosure states that your exclusive forum provision
will not apply to claims or causes of action brought to enforce a duty or liability created
by the Securities Act, the Exchange Act or any other claim for which the federal courts
have exclusive jurisdiction, please revise your governing documents to ensure that the
exclusive forum provision states this clearly, or tell us how you will inform investors in
future filings that the provision does not apply to any actions arising under the Securities
Act or the Exchange Act.

September 19, 2024
Page 6
            Please contact Sondra Snyder at 202-551-3332 or Lily Dang at 202-551-3867 if you have
questions regarding comments on the financial statements and related matters. Please contact
Claudia Rios at 202-551-8770 or Liz Packebusch at 202-551-8749 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Peter Campitiello, Esq.