SecProbe.io

CORRESP
1
filename1.htm

VIA
EDGAR

June
24, 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:
  Bimergen Energy Corporation (f/k/a Bitech Technologies Corp.)
Amendment No. 5 to Registration Statement on Form S-1

Filed
January 22, 2025

File
No. 333-280668

To
Whom It May Concern:

Bimergen
Energy Corporation (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 February 14, 2025 regarding
the Company’s Amendment No. 5 to its Registration Statement on Form S-1/A filed on January 22, 2025 (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. 5 to Registration Statement on Form S-1 Prospectus Summary, page 2

Overview,
page 2

 1. We
                                            note that you have modified certain disclosures in response to prior comment one to clarify
                                            your belief of being well-positioned to leverage existing relationships to secure multi-year
                                            customer contracts prior to project construction. Please further expand such disclosures
                                            on pages 2, 32, and 39 to more clearly describe your expectations as to the types of customers,
                                            and the terms that would govern your relationships with customers and the lenders and financing
                                            institutions referenced in footnote (11) on page 3.

The
Company has expanded these disclosures to include the following: to the “Core Business in Battery Energy Storage Systems (BESS)”
sections on pages 2, 31 and 39 (emphasis added to show change):

Core
Business in Battery Energy Storage Systems (BESS)

Our
core business is anchored in the development and operation of BESS projects, which are strategically designed to mitigate the energy
imbalances and power deficits observed in markets with substantial solar and wind energy generation. This event, often depicted by the
grid balancing, highlights the timing mismatch between peak renewable energy generation and peak electricity demand. As renewable energy
production peaks during daylight hours and declines in the evening when energy demand is highest, supplemental energy supply sources
become increasingly critical. Our BESS projects are positioned to address this imbalance by storing surplus energy during periods of
low demand and releasing it during high-demand periods, capturing value from daily price fluctuations. By purchasing and storing energy
during low-cost, high-supply hours and selling it during high-demand periods when prices are at their peak, known as energy arbitrage
trading, our BESS systems will provide critical support to compensate for the lack of supply from the current outdated energy grid infrastructure.

In
addition to energy arbitrage, our BESS assets are positioned to provide essential grid services, including frequency regulation, voltage
support, and emergency backup during grid outages. Frequency regulation refers to the rapid response to changes in grid frequency, maintaining
stability and preventing potential grid failures. Voltage control enhances the quality and reliability of power supplied to consumers.
The rapid response capabilities also maintain stability for key infrastructure during outages via immediate response to fluctuations
in voltage and frequency. By reducing supply-demand imbalances at peak times, known as peak shaving, we hope to flatten the energy demand
and lower electricity costs for consumers. By integrating advanced EMS controls, we aim to optimize the dispatch timing and increase
the overall economic value of stored energy, delivering both reliable performance and efficient operation in dynamic market conditions.
Our systems will enable more flexible and adaptive grid operations, accommodating dynamic energy flows and diverse generation sources.
These ancillary services both relieve grid stress, offer additional potential revenue streams, and maximize the likelihood of punctual
project development within budget and ensure product quality standards. 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. Our systems will also be capable of deferred infrastructure upgrades, which reduce the need for expensive grid
infrastructure upgrades by efficiently managing local supply and demand. We expect our customers will include traditional trading
houses (e.g., Goldman Sachs, BP, Shell), commercial and industrial (C&I) entities, and utilities. The terms of our agreements with customers will be defined by tolling agreements, financial hedges, or power purchase agreements (PPAs),
which serve as financial instruments to guarantee all or a portion of future revenues.

Bimergen
Energy’s business model as a BESS project owner and developer will leverage long-term contracted tolling agreements to generate
stable revenue with upside potential. While Bimergen owns and plans to develop a portfolio of BESS projects, tolling agreements with
major energy trading entities or institutional financial firms will provide a dual revenue model including guaranteed floor payments
and upside profit sharing. The floor payment could be a fixed or minimum revenue guarantee to cover operational costs and provide downside
protection against low market prices or volatility. Upside sharing is a profit-sharing mechanism where revenues above the floor would
be split between Bimergen and the offtaker, incentivizing optimization of energy trading.

While
these contracts have not yet been finalized, institutional traders will manage daily operations and energy trading under the agreements
once signed. They will monitor market prices and advise Bimergen to charge the batteries during off-peak hours using low-cost grid energy,
then discharge the batteries during peak hours, selling high-priced power back to the grid. Under the prospective agreements, institutional
offtakers would buy the discharged power wholesale, resell it at market prices for profit, guarantee the floor payment, and share upside
revenue with Bimergen. Beyond arbitrage, tolling agreements may include provisions for ancillary services like frequency regulation,
voltage support, or capacity payments, where the BESS helps stabilize the grid for additional revenue streams. The offtaker would assume
market price risk, while the BESS owner would be responsible for system maintenance and performance, ensuring the assets meet contractual
obligations. The floor payment would ensure predictable cash flows, making projects bankable by institutional investors or lenders to
provide project financing. Upside sharing would allow developers to benefit from high market prices without direct exposure to trading
risks. Partnering with experienced traders leverages their market knowledge, reducing the need for in-house trading capabilities. Offtakers
benefit from access to infrastructure by gaining control over a BESS without owning or maintaining it, and capture margins by reselling
power at market prices, especially during peak demand. Offtake agreements are long-term contracts, often spanning 10–20 years,
to align with the lifecycle of BESS projects and provide revenue certainty for financing.

As
renewable energy penetration increases, BESS tolling agreements are becoming more common to manage intermittency (e.g., storing solar/wind
energy for peak times). The global BESS market is projected to grow significantly, with tolling agreements facilitating project financing.
The structure of tolling agreements vary on a case-by-case basis. While the floor payment mitigates downside, low market prices can limit
upside potential, affecting overall returns. BESS performance declines over time, which may impact revenue if not accounted for in the
agreement. The financial stability of the offtaker is critical, as their ability to meet floor payments or share upside depends on their
market success. Shifts in energy market policies or grid incentives can affect the profitability of tolling agreements.

We
are in talks with a number of investment banks to secure offtake agreements for our projects. However, to date, we have not entered into
any offtake agreements and there can be no assurance that we will be able to do so on terms favorable to the Company. If we are not successful
in obtaining favorable terms, we will operate these projects by selling merchant power and use a third-party scheduling entity to assist
us in scheduling the power. This exposes the BESS to market volatility, where prices fluctuate based on supply, demand, fuel costs, and
other dynamics. Without guaranteed revenue streams, the BESS owner assumes financial risk, as electricity prices can vary significantly.
However, during periods of high demand or grid stress, the system can capitalize on higher prices. The BESS can also provide services
like energy arbitrage, storing low-cost electricity and selling it when prices rise, or ancillary services like frequency regulation
and reserves, which can be more profitable during grid instability. The key advantage of this model is the potential for higher returns
in favorable market conditions, but it also carries the risk of lower profits or losses when market prices drop or when demand for storage
services is insufficient. Like traditional merchant power plants, a BESS in this model faces financial uncertainty but has the flexibility
to adjust based on real-time market conditions.

We
anticipate management will be active in identifying, negotiating and establishing the financing relationships required for our projects.
Since the Company and its subsidiaries do not have the in-house personnel to construct these projects, we also anticipate management
will hire third parties to manage the construction of the project facilities and we will manage and negotiate the purchase of the key
components of the facility (most importantly being the batteries). The Development Projects purchased are at various stages and we
executed an agreement with Energy Independent Partners (“EIP”) (a Delaware limited liability company controlled by Cole Johnson,
our President and Director commencing as of the date of acquisition of Emergen) for services to include: pre-construction and pre-operational
activities such as assisting with qualifying the Development Projects for financing; assisting with achieving RTB Status for Development
Projects; and assisting with marketing the Development Project to a third party, if desired. The relevant fees for these services are
$0.035 per watt of capacity and are included in the Development Fees column of the table below.

BESS
project locations are selected to be located alongside traditional power transmission lines or near large offtakers (our expected customers)
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.

Location
                                            is a key consideration when selecting a site to develop a project. All projects are chosen
                                            in rural areas, outside high electricity demand zones, and on existing transmission lines.
                                            Transmission lines are then measured for available capacity and evaluated for potential BESS
                                            projects. After confirming that the site is suitable for BESS, we contact the landowner and
                                            conduct environmental studies to ensure it is viable for construction and operation. Most
                                            of our projects are in non-regulated markets, which allow us to sell power into the merchant
                                            markets using a scheduling entity.

Another
key component of site qualification is identification of the potential energy customers and markets we can serve, either by rights acquired
in the development process, those which can be secured via competitive utility procurements and those which can be secured under direct
bilateral agreements

The
revenue opportunities relating to our primary energy purchase customers – the regulated utilities and regulated wholesale energy
markets operating where each of our projects are located, are quantified at the earliest stages of project qualification and the commercial
relationship with these customers is fully established at the time we anticipate executing our interconnection agreement, typically prior
to commencement of construction. These utility energy purchase mechanisms generally preclude any direct participation by these customers
in asset ownership or profit distributions.

Additionally,
at each site location, screening is conducted to identify and qualify potential industrial, commercial and municipal customers. Those
which meet our criteria for potentially enhancing our revenues and profits are contacted to determine their interest in purchasing energy
services at or after the point in time when our projects enter revenue operations. It is not our normal practice, and these energy purchase
agreements do not typically include participation in equity ownership or profit distributions from the projects, but these options are
not precluded legally or regulatorily.

The
physical quality of our sites in terms of their development is valued against industry comparables. The energy and revenue generation
potential of our sites and projects and the number and credit quality of our established and potential utility and non-utility customers
are also key factors in the valuation of our projects, their ability to attract investors and the ultimate cost of that capital. This
is true for the majority of projects in our industry.

Our
projects may include multiple classes of equity investors. Project level preferred equity investors enjoy returns which include one or
more fixed components plus a participation component in which they share in the net free cash flows of our combined arbitration and contracted
energy revenue operations; common equity investors participate directly in ownership of the project assets and receive distributions
of net free cash flows from our energy trading (arbitrage) revenues and those from contracted energy services. We also have tax equity
investors who participate in a transaction to acquire these tax benefits outright and may also enjoy a nominal carried interest in our
net distributions.

Our
pro forma models and financial practices meet customary industry standards to estimate, calculate and project these revenues both for
institutional financing purposes as well as regulatory requirements.

It
is our intent to own and operate our projects in most cases, but in others we may deem it financially beneficial to the company and our
equity investors to partly or fully monetize our project assets.

We
maintain strong relationships with tier-one batte