SEC Comment Letter for Bimergen Energy (BESS) — Dec 31, 2025
Bimergen Energy Corp
Date: Dec. 31, 2025 · CIK: 0001066764 · Accession: 0000000000-25-011917
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-280668
Letter
Re: Bimergen Energy Corporation (f/k/a Bitech Technologies Corp.) Amendment No. 13 to Registration Statement on Form S-1 Filed December 12, 2025 File No. 333-280668 Dear Benjamin Tran:
December 31, 2025
Benjamin Tran Chief Executive Officer Bimergen Energy Corporation (f/k/a Bitech Technologies Corp.) 895 Dove Street, Suite 300 Newport Beach, CA 92660
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.
Amendment No. 13 to Registration Statement on Form S-1 General
1. We note your disclosure that the warrants and pre-funded warrants may be exercised on a cashless basis, in which case the holder is entitled to receive a number of shares determined according to the formula set forth in the respective instrument. Please revise to disclose the formula(s) governing cashless exercise and clearly state whether the shares issued in a cashless exercise will be greater or less than the shares issued in a cash exercise. 2. Please update your filing fee table to reflect the changes made to your offering. December 31, 2025 Page 2
Please contact Lily Dang at 202-551-3867 or Karl Hiller at 202-551-3686 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.
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> December 31, 2025 Benjamin Tran Chief Executive Officer Bimergen Energy Corporation (f/k/a Bitech Technologies Corp.) 895 Dove Street, Suite 300 Newport Beach, CA 92660 Re: Bimergen Energy Corporation (f/k/a Bitech Technologies Corp.) Amendment No. 13 to Registration Statement on Form S-1 Filed December 12, 2025 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. Amendment No. 13 to Registration Statement on Form S-1 General 1. We note your disclosure that the warrants and pre-funded warrants may be exercised on a cashless basis, in which case the holder is entitled to receive a number of shares determined according to the formula set forth in the respective instrument. Please revise to disclose the formula(s) governing cashless exercise and clearly state whether the shares issued in a cashless exercise will be greater or less than the shares issued in a cash exercise. 2. Please update your filing fee table to reflect the changes made to your offering. December 31, 2025 Page 2 Please contact Lily Dang at 202-551-3867 or Karl Hiller at 202-551-3686 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. </TEXT> </DOCUMENT>