SecProbe.io

October 17, 2024
Benjamin Tran
Chief Executive Officer
Bitech Technologies Corporation
895 Dove Street, Suite 300
Newport Beach, CA 92660
Re:Bitech Technologies Corporation
Amendment No. 2 to Registration Statement on Form S-1
Filed October 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 September 19,
2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
Prospectus Summary, page 2
We note your disclosures responding to prior comment 5 and reissue the comment in
part. Please add a footnote to the tables on pages 3-4 and 31-32 to describe the main
components comprising the estimated cost of project. Additionally, given the
significant development fees and estimated project costs totaling $3.2 billion for the
BESS Projects and $2.1 billion for the Solar Projects, expand your disclosure to
discuss realistically how many and which of these projects you believe you
can develop, construct and obtain funding to do so, how you intend to obtain funding,
and what you will do with the projects not developed or constructed due to lack of
funding or other reasons. 1.

October 17, 2024
Page 2

Our governing documents designate certain courts as the sole and exclusive forum for certain
types of actions and proceedings that may be in, page 18
2.We note your response to prior comment 13. We note that your forum selection clause
provides that for certain litigation, including any “derivative action,” the sole and
exclusive forum shall be a state court with appropriate jurisdiction, or if a state court
does not have jurisdiction, then a federal court located within the State of
Delaware. Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act. If so, please also state that there is uncertainty as to
whether a court would enforce such provision. If the provision applies to Securities
Act claims, please also state that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder. In that regard, we note
that Section 22 of the Securities Act creates concurrent jurisdiction for federal and
state courts over all suits brought to enforce any duty or liability created by the
Securities Act or the rules and regulations thereunder. If this provision does not apply
to actions arising under the Securities Act or Exchange Act, please also ensure that the
exclusive forum provision in the governing documents 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 Exchange Act.

Capitalization, page 28
Dilution, page 29
3.For both Capitalization page 28 and Dilution page 29, revise your descriptions of the
number of common shares outstanding after this offering to add the number of
“common shares issuable in this offering…and...to the underwriter”, as the current
disclosures only describe the shares issuable upon exercise of the Pre-Funded
Warrants.

Revise the disclosure on page 8 to correctly describe what the number of shares
outstanding after this offering will include and exclude, consistent with disclosures on
pages 28 and 29 after the above revisions.

Taking into consideration total shares outstanding and issuable after the offering and
any planned reverse stock split, tell us whether such total will exceed your current one
billion common shares authorized, and if yes how you plan to address the authorized
share shortfall.

With regard to the line item labeled “Increase in pro forma as adjusted net tangible
book value…” on page 29, delete “as adjusted” to be consistent with the preceding
line item labeling, or explain where and how the “as adjusted” measure is used.

October 17, 2024
Page 3
Financial Statements For Fiscal Year ended December 31, 2023
Report of Independent Registered Public Accounting Firm, page F-2
4.Given the changes to Note 5, please ask your auditor Fortune CPA Inc. to assess the
need to either update or dual date the audit report, and provide new audit report and
audit consent as applicable in your next filing amendment.

Financial Statements for Six Months ended June 30, 2024, page F-15
5.Please file an amendment to your Form 10-Q for the quarter ended June 30, 2024,
incorporating all revisions in your registration statement applicable to Form 10-Q, as
raised in prior comment 10.

General
6.You state on page 32 and elsewhere that, pursuant to the BESS Development Project
MIPA, the Company will take all commercially reasonable steps necessary to uplist
the Company to the NASDAQ stock exchange. You also state on page 47 that the
base salaries for your executive officers will begin upon listing to NASDAQ. Please
revise your registration statement to clarify whether these terms are intended to be
satisfied by a NASDAQ listing in connection with this offering specifically.
            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.