SecProbe.io

CORRESP
1
filename1.htm

VIA
EDGAR

January
22, 2025

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. 4 to Registration Statement on Form S-1 Filed November 26, 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 December 13, 2024 regarding
the Company’s Amendment No. 4 to its Registration Statement on Form S-1/A filed on November 26, 2024 (the “Registration
Statement”). For the Staff’s convenience, we have repeated below the Staff’s comments and have followed each comment
with the Company’s response.

Amendment
No. 4 to Registration Statement on Form S-1 Prospectus Summary, page 2

Overview,
page 2

1. We
                                            note that you have revised various disclosures on pages 2 through 6, 32, and 38 through 41,
                                            in response to prior comment 2, in part to describe various facets of the work product that
                                            you recognized as an intangible asset. However, the criteria that apply in defining a project,
                                            particularly as to the locations and capacity parameters, remain unclear, as is the nature
                                            of support for your disclosures on pages 2, 32 and 38, stating that you are uniquely positioned
                                            to leverage your partnerships to secure multi- year customer contracts prior to project construction,
                                            considering your disclosures on page 41, stating that you have not established a reasonable
                                            expectation of financing and completion for any of the projects, and disclosures on pages
                                            3 and 33, clarifying that you do not have any customer contracts.

Please
further revise such disclosures as necessary to explain how the locations and capacity parameters have been established or devised for
each project, to include clarifying whether there are specific addresses associated with the locations that you have identified, and
to describe the extent to which these and any other aspects of the projects are subject to change. As the agreement at Exhibit 10.22
indicates that your acquisition included documents that substantiate your rights to own, lease, or otherwise acquire the right to
use the real property where the projects will be located, also address the apparent inaccuracies considering that your list of projects
indicates there have been only letters of intent associated with some of the projects, and that you have no site control for any of the
projects.

The
Company revised the disclosure to provide:

We
expect our BESS projects to be located alongside traditional power transmission lines or near large offtakers with high energy demands,
enhancing grid stability and reducing energy costs. These locations are suitable for battery storage facilities of approximately
thirty acres and undergo environmental studies and assessments to ensure feasibility. While the letters of intent the Company has entered
into or negotiated for these projects are for specific locations, the Company’s development plans are not dependent on the landowner
or address, but, rather, are county based. The Company believes it could adjust its plans to find a similar, suitable location if it
is unable to negotiate a definitive agreement to develop a project with the landowner.(emphasis added)

Aso
clarify how you have assessed your circumstances as being uniquely positioned with respect to the partnerships, describe the partnerships
to which you refer, and the manner by which leverage would occur or be applied, and substantiate your claim of being able to obtain multi-year
customer contracts prior to construction. Please submit the letters of intent for our review along with your next response.

The
Company has revised this disclosure to state:

We
believe we are well- positioned to leverage our existing relationships to secure multi-year customer contracts prior to project construction
and integrate cutting-edge battery technologies as they are developed into future developments.

 This
letters of intent have been submitted confidentially.

2. Please
                                            provide us with the documentation requested in prior comment 3, concerning your acquisition
                                            of Emergen Energy LLC, and the various related claims and valuation details reported in your
                                            April 15, 2024 Form 8-K, which you had indicated would be submitted confidentially in your
                                            prior response letter.

This
documentation has been submitted confidentially.

Working
Capital, page 36

3. We
                                            note that you revised disclosures on pages 36 and 37 in response to prior comment 5, to acknowledge
                                            that the term working capital is defined by the FASB, although you have retained disclosure
                                            indicating the term is not defined under GAAP. Given that the term is defined by the Financial
                                            Accounting Standard Board, it is thereby considered to be an established term within Generally
                                            Accepted Accounting Principles. Please further revise your disclosures to eliminate language
                                            suggesting that the term working capital is not defined under GAAP.

The
Company has revised its disclosures accordingly.

Business

Overview,
page 38

4. We
                                            note that on pages 4 and 17 of your annual report you disclosed that in December 2023 you
                                            received an initial purchase order from a strategic customer to implement a BEMS Virtual
                                            Power Plant Program that would be designed to save electricity for approximately 4,000 multi-dwelling
                                            units, and you represented that you were providing services pursuant to this purchase order.
                                            However, we see no further discussion of the arrangement in your subsequent interim reports.

Please
expand your disclosure under this heading and the corresponding section on page 32 of Management’s Discussion and Analysis, to
provide an update on the status of this contract, including a description of the work that you had completed, any work that remains to
be completed, the identity of the customer, and the economics of the arrangement.

However,
if you did not secure a contract and have discontinued the work, disclose how this evolved, specify the dates and the reasons, and tell
us why you did not report the matter previously; in either case, submit the purchase order and any related contract obtained for our
review along with your response.

There
has been no update relative to the purchase order since the Company received it. The Purchaser has advised the Company it is waiting
for the requisite funding in order to move the project forward. We have updated the disclosure to reflect this. Since there is currently
no material obligation on the part of the Company as it is only an as-yet unpaid for purchase order, there was no event for the
Company to report.

Since
the Company has agreed not to disclose the identity of the purchaser for competitive advantage purposes, we have filed the purchase order
confidentially.

Certain
Relationships and Related Party Transactions, page 53

5. Given
                                            the association of Mr. Johnson with C&C Johnson Holdings LLC, Energy Independent Partners
                                            LLC, and Bridgelink Development LLC, expand your dislosures to provide all of the information
                                            prescribed by Item 404(a), (c) and (d) of Regulation S-K, including details regarding Mr.
                                            Johnson’s direct and indirect interests as a related party in the Project Management
                                            Services Agreement discussed on page F-26, and the Solar Project Sale Agreement discussed
                                            on page F-27.

In
addition to quantifying the dollar values of the amounts involved in the transactions, and of his interests in the transactions, describe
your objectives, and those of Mr. Johnson, in having Bridgelink Development reacquire project rights that were sold to you the month
before, and explain how the terms governing your sale of those rights were devised, and how the economics compare to those governing
your acquisition and the project management services agreement.

The
Company has updated its disclosures to provide the required information.

Provide
us with a relationship chart showing all of the beneficial interests of each of your directors and officers, including those of Mr. Johnson,
in the entities and all affiliates of the entities referenced above, and all other entities involved in or pursuing battery storage or
solar projects sourced from or through any of these entities. Please identify the entities to whom Bridgelink Development has reconveyed
project rights that it acquired from you, and describe all associations with such persons.

Following
is a relationship regarding all the entities involved in the Company’s plans to pursue battery storage or solar projects:

    Owner
    and Ownership Percentage:

    Entity:

    BTC

    Tran

    Johnson

    Brilon

    Potter

    Stock

    Bannerman

    BTC

    0

    20.4

    31*

    2.2

    0

    **

    0

    C&C

    0

    0

    100

    0

    0

    0

    0

    Emergen

    100

    0

    0

    0

    0

    0

    0

    Bridgelink

    0

    0

    100

    0

    0

    0

    0

    EIP

    0

    0

    100

    0

    0

    0

    0

*
Through C&C.

**
Less than 1%.

BTC
= Bitech Technologies Corporation

C&C
= C&C Johnson Holdings, LLC

Emergen
= Emergen Energy LLC

Bridgelink
= Bridgelink Development LLC

EIP
= Energy Independent Partners LLC

Legal
Matters, page 64

6. We
                                            note that you provided disclosures on pages 13 and 14 of your annual report concerning a
                                            legal action originating with a February 2, 2023 lawsuit that you filed against various persons,
                                            in the U.S. District Court, Central District of California, seeking compensatory damages
                                            of $33.6 million, which has led to partial settlements though which you continue to pursue.

Please
expand your disclosures under this heading to provide all of the information prescribed by Item 103 of Regulation S-K, to include clarifying
the specific matters that are subject to this lawsuit, the extent to which such matters have been settled, and those that remain unsettled,
and reflecting the current status.

Tell
us the amounts that you have recovered in connection with the settlements and the manner of accounting that you have applied in each
instance, to include specifying the periods and classifications used in reporting the activity in your financial statements.

The
Company has updated the legal proceeding disclosure in the prospectus accordingly.

Note
6 - Acquisition of Emergence Energy LLC, page F-25 Project Management Services Agreement, page F-26

7. We
                                            note that you did not provide an analysis of the accounting requirements pertaining to the
                                            $9,825,000 and $19,200,000 BESS and Solar development fee arrangements as requested in prior
                                            comment 6.

Tell
us the specific sections of the agreements and specific language and paragraphs of authoritative accounting standards that you have considered
in deciding that no liability would be recognized at the outset, including an explanation of how you evaluated the circumstances under
which the payment obligations may be accelerated, in terms of being within or not within your control; and in formulating the disclosure
on page F-26, indicating that you while you have initially recognized the rights to develop the projects as intangible assets, you expect
to recharacterize the amounts as tangible assets if any projects are successfully developed into a revenue-generating asset.

The
specific sections of the agreement considered in deciding that no liability would be recognized at the outset follow:

The
FIRST AMENDMENT TO PROJECT MANAGEMENT SERVICES AGREEMENT states in section 1 (a):

The
BESS Initial Fee and the Solar Initial Fee shall be due and payable upon (i) Bitech, or any of its Affiliates, receiving project financing
directly related to and collateralized by BESS Projects, this specifically excludes any general public or private offerings by Bitech
not directly related to financing a BESS Project , and (ii) when the “Redbird BESS” project, identified in Exhibit A, has
achieved land agreements, which shall include, but is not limited to, an option agreement, letter of intent, or lease agreement. Subject
to (i) and (ii) herein and above, the BESS Initial Fee shall equate to $9,825,000.00 and the Solar Initial Fee shall equate to $19,200,000.00,
which totals $29,025,000.00, which the total shall be paid in three (3) equal portions to EIP per any three (3) BESS Projects achieving
land agreements, which shall include, but is not limited to, an option agreement, letter of intent, or lease agreement. Upon the sale
of any of the BESS Projects or Solar Projects the appropriate portion of the BESS Initial Fee or the Solar Initial Fee that is paid to
EIP shall be deducted from the amount still due proportionately among the BESS Projects or Solar Projects not yet accepted by the financing
party for Development Fees.

Section
1(b) provides:

(b)
Acceleration of Payment Clause: Within ninety (90) days (i) of the effective date of a Change of Control or (ii) the removal of Cole
W. Johnson as an employee or consultant to Emergen and/or the head of the BESS and Solar Division of Bitech, any remaining BESS Initial
Fee and Solar Initial Fee shall become due and payable. A “Change of Control” shall be deemed to have occurred if, after
the Effective Date, (x) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) of securities representing more than 50% of the combined voting power of the Company is acquired by any
“person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary of the Company,
or any trustee or other fiduciary holding securities under an employee benefit plan of the Company); (y) the merger or consolidation
of the Company with or into another corporation where the shareholders of the Company, immediately prior to the consolidation or merger,
would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the
corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if