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CORRESP
1
filename1.htm

VIA
EDGAR

October
3, 2024

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
D.C. 20549

Attn:
Claudia Rios

Liz
Packebusch

  Re:
  Bitech Technologies Corp

  Amendment No. 1 to Registration
  Statement on Form S-1

  Filed September 3, 2024

  File No. 333-280668

To
Whom It May Concern:

Bitech
Technologies Corp. (the “Company” or “we”) hereby transmits its response to the comment letter
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated September 19, 2024 regarding
the Company’s Amended Registration Statement on Form S-1/A filed on September 3, 2024 (the “Registration Statement”).
For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the
Company’s response.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 5 to
update the status of the reverse stock split. Moreover, the Company affirms that the registration statement will be revised to give retroactive
effect for any reverse stock split.

Risk
Factors, page 12

2. 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” “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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure throughout the
registration statement to more appropriately disclose its current state of operations rather than its anticipated operations.

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.

It
is the Company’s practice to exclude the shares underlying outstanding options that have not yet been exercised from the calculations
and disclosure in the Capitalization and Dilution disclosure.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 29 to
address the Staff’s comments.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 36 and
updated its presentations and disclosures to include the items requested in the Staff’s comments.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure throughout the
registration statement to remove these references and to more appropriately disclose its current and actual state of operations rather
than its anticipated operations.

Recent
Developments, page 38

7. 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 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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 38 regarding
asset recognition versus goodwill.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 39 and
throughout the registration statement to provide that the Company has negotiated out of the $50 million financing commitment from the
agreement.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 39 and
throughout the registration statement regarding the Bridgelink Agreement and the accounting treatment related to it.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure to include the
interim financial statements for the three and six months ended June 30, 2024 in the registration statement and that the June 30, 2024
financial statements and have made the requested revisions to such financial statements.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended the financial statements accordingly.

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