SEC Company Response from Bimergen Energy (BESS) — Oct 23, 2024
Bimergen Energy Corp
Date: Oct. 23, 2024 · CIK: 0001066764 · Accession: 0001493152-24-042233
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-280668
Referenced dates: October 17, 2024
Letter
VIA EDGAR
October 23, 2024
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
F Street, NE
Washington, D.C. 20549
Attn: Claudia Rios
Liz Packebusch
Re: Bitech Technologies Corporation
Amendment No. 2 to Registration Statement on Form S-1 Filed October 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 October 17, 2024 regarding the Company’s Amended Registration Statement on Form S-1/A filed on October 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. 2 to Registration Statement on Form S-1 Prospectus Summary, page 2
1. 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.
The Company has revised the disclosure to the registration statement accordingly.
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.
The Company has revised this disclosure accordingly.
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.
The Company has added the following disclosure in both sections of the registration statement:
and common shares issuable in this offering; and deleted “as adjusted” on page 29
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.
Fortune CPA has provided a new audit report and consent to address this issue.
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.
The Company has filed the amendment to its Form 10-Q for the quarter ended June 30, 2024 with the applicable revisions.
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.
The Company added the following disclosure to this section of the registration statement:
The Company’s uplist to NASDAQ in connection with the consummation of the offering contemplated in this prospectus will satisfy the terms set forth in the Closing.
We thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact our counsel Peter Campitiello, Esq. at pcampitiello@lucbro.com or by telephone at (732) 395-4517.
Very
truly yours,
BITECH
TECHNOLOGIES CORP.
Show Raw Text
CORRESP
1
filename1.htm
VIA
EDGAR
October
23, 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 Corporation
Amendment
No. 2 to Registration Statement on Form S-1 Filed October 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 October 17, 2024 regarding
the Company’s Amended Registration Statement on Form S-1/A filed on October 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. 2 to Registration Statement on Form S-1 Prospectus Summary, page 2
1. 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.
The
Company has revised the disclosure to the registration statement accordingly.
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.
The
Company has revised this disclosure accordingly.
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.
The
Company has added the following disclosure in both sections of the registration statement:
and
common shares issuable in this offering; and deleted “as adjusted” on page 29
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.
Fortune
CPA has provided a new audit report and consent to address this issue.
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.
The
Company has filed the amendment to its Form 10-Q for the quarter ended June 30, 2024 with the applicable revisions.
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.
The
Company added the following disclosure to this section of the registration statement:
The
Company’s uplist to NASDAQ in connection with the consummation of the offering contemplated in this prospectus will satisfy the
terms set forth in the Closing.
We
thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact
our counsel Peter Campitiello, Esq. at pcampitiello@lucbro.com or by telephone at (732) 395-4517.
Very
truly yours,
BITECH
TECHNOLOGIES CORP.
By:
/s/
Benjamin Tran
Name:
Benjamin
Tran
Title:
Chief
Executive Officer