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CORRESP
1
filename1.htm

VIA
EDGAR

August
7, 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. 6 to Registration Statement on Form S-1

    Filed
June 25, 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 July 24, 2025 regarding
the Company’s Amendment No. 6 to its Registration Statement on Form S-1/A filed on June 25, 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. 6 to Registration Statement on Form S-1 Prospectus Summary, page 2

Core
Business in Battery Energy Storage Systems (BESS), page 2

 1. We
                                            note your primary business objective is to become a grid-balancing operator by developing,
                                            commercializing, and operating a diversified portfolio of BESS and solar energy projects
                                            and that you expect your customers will include traditional trading houses (e.g., Goldman
                                            Sachs, BP, Shell), commercial and industrial (C&I) entities, and utilities. We also note
                                            the table outlining the current progress of your portfolio of BESS projects on pages 5-6.
                                            Please revise your prospectus summary to briefly disclose the development stage of your business
                                            and the status of your current operations to date. With respect to planned business activities,
                                            please discuss your plan
of operation for the next twelve months, including the anticipated timeline and expenditures for these events.

August
7, 2025

Page 2

Response:
We have added the following to the prospectus summary:

We
are a development-stage company with the strategic objective of developing, commercializing, and operating a diversified portfolio of
battery energy storage systems (“BESS”) and solar energy projects across the United States.

As
of the date of this prospectus, we have not commenced commercial operations and have not generated revenue. We are currently in the mid-stage
of our development lifecycle and are actively advancing approximately a 2 GW pipeline of BESS projects. Our BESS near-term operational
strategy is to bring approximately 200 MW of new projects online each year, while selectively pursuing strategic acquisitions to supplement
our internal pipeline.

To
support this growth, we have secured a $50 million mezzanine financing facility from a battery supplier partner. This facility enables
us to fund early-stage development activities—including engineering, permitting, and interconnection—as well as to procure
long-lead equipment in preparation for construction.

Over
the next twelve months, we intend to progress a portion of our development pipeline to construction-ready status, initiate procurement
and site preparation on priority projects, and expand internal capabilities across development, engineering, and execution which will
be funded by the executed mezzanine financing, tax equity financing up to 50% of capital expenditures and long-term debt financing partners
in negotiation with multiple alternatives. Concurrently, we will work to secure interconnection agreements, finalize site control and
permitting, and engage prospective offtakers.

We
anticipate corporate overhead cash expenditures to be approximately $3 million over the next 12 months of project level construction
and capital expenditures of approximately $240 million to be funded by mezzanine financing and long-term debt financing. Pre-construction
activities during the next 12 months such as interconnection studies, permitting, and engineering will require approximately $2 million.
These expenditures are expected to be funded through a combination of proceeds from this offering, development fee revenues related to
JV accepted projects, and third-party development partnerships.

Project
Management Services Agreement, page 7

2. We
note your response to prior comment 11 stating that you have “a formal understanding” with Mr. Johnson that neither he nor
any of his entities will develop and retain any of the development projects outside of Emergen, and we note that you have added corresponding
disclosures on pages 41, 50 and F-29. Please similarly update your disclosure in the first paragraph on page 7, and file the amended
agreement covering the change in terms as an exhibit.

Response:
The Company acknowledges the Staff’s comment and has filed PMSA Amendment #3 as Exhibit 10.34 which formalized the understanding
by amending the language in section 2.04 of the original PMSA. We also have updated the disclosure in the first paragraph on page 7 removing
the erroneous phrase.

Recent
Developments, page 11

 3. We
                                            note your disclosure that, on January 28, 2025, the Company filed a Certificate of Amendment
                                            to its Certificate to [sic] Incorporation to: (i) effect a reverse stock split of its common
                                            stock, par value $0.001 per share at a ratio of 1 post-split share for every 140 pre-split
                                            shares; and (ii) to change the name of the Company to Bimergen Energy Corporation. Please
                                            file your Certificate of Amendment as an exhibit to the registration statement.

Response:
The Company acknowledges the Staff’s comment and we have revised the registration statement to include the Certificate of Amendment
as Exhibit 3.12 which was filed previously as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February
3, 2025.

August
7, 2025

Page 3

Summary
of Risk Factors, page 12

 4. You
                                            disclose here that your common stock may be considered a “penny stock” and may
                                            be difficult to sell. However, we could not locate an attendant risk factor. Please revise
                                            or advise.

Response:
The Company acknowledges the Staff’s comment and we have added the following risk factor to the registration statement:

Our
common stock may be considered a “penny stock” and may be difficult to sell.

The
Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price
of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to specific exemptions. Historically, the price
of our common stock has fluctuated greatly. If, the market price of the common stock is less than $5.00 per share and the common stock
does not fall within any exemption, it therefore may be designated as a “penny stock” according to SEC rules. The “penny
stock” rules impose additional sales practice requirements on broker-dealers who sell securities to persons other than established
customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000
together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination
for the purchase of securities and have received the purchaser’s written consent to the transaction before the purchase. Additionally,
for any transaction involving a penny stock, unless exempt, the broker-dealer must deliver, before the transaction, a disclosure schedule
prescribed by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer
and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent
price information on the limited market in penny stocks. These additional burdens imposed on broker-dealers may restrict the ability
or decrease the willingness of broker-dealers to sell our common shares, and may result in decreased liquidity for our common shares
and increased transaction costs for sales and purchases of our common shares as compared to other securities.

Certain
Relationships and Related Party Transactions, page 60

 5. Please
                                            expand your disclosures in the last paragraphs on pages 62 and F-18, regarding the six unsecured
                                            promissory notes with Energy Independent Partners, having terms for conversion into equity,
                                            to describe those provisions.

These
notes may be rolled into equity but there are no specific terms. Suggest removing the language from page 62 and F-18 (no language was
in F-18) and state there is no obligation from the borrower or lender to convert to equity

Response:
The Company acknowledges the Staff’s comment and we have removed the erroneous relevant language on page 62 in the registration
statement as there is no obligation or intent for the Company or EIP for conversion into equity. The disclosure on F-18 was accurate
as disclosed.

Note
6 - Acquisition of Emergence Energy LLC, page F-14

 6. We
                                            note your response to prior comment 14 indicating that you believe there are no major uncertainties
                                            about the realizability of the value ascribed to the intangible assets, as the value is supported
                                            by the development projects, stating “the value and collectability of the development-stage
                                            projects were corroborated by two arm’s- length reference points,” which you
                                            appear to describe as having a coordinated approach to the formation of agreements and having
                                            considered a competing agreement.

Please
further clarify how your reference points establish the requisite support, as to the realizability of value, and arm’s-length
characterization, to include a description of the assumptions and the basis for assumptions that were made in formulating your
view from a numerical standpoint, considering the status of the projects, encompassing designs, permits, and locations, as well as
marketability and funding; and provide us with any documentation that is referenced in your analysis.

Response:
The Company acknowledges the Staff’s comment and we have used the RelyEZ definitive agreement and the Cox term sheet as two points
of reference for the BESS development projects. The RelyEZ definitive agreement has been previously filed as Exhibit 10.33 and states
development fees will be funded at a rate of $0.08 per Watt and the Cox term sheet states development fees will be allowed at a rate
of $0.065 per Watt. Using these ranges the 1.965 GW of BESS would have a value between $157,200,000 to $127,725,000. The intangible asset
carrying value for the BESS projects is approximately $20,000,000 or $0.01 per Watt. These development projects are shown with different
status of completion but to bring the projects to RTB (ready to build status) is not a relatively material cost or time factor
between the different projects in proportion to their value in the market as a development project.

Additionally,
the Company has supplied the KeyBank analysis for the BESS projects that was performed prior to the acquisition of the Emergen BESS development
projects in April 2024 which concluded a NPV analysis far beyond the carrying values of the BESS projects.

Additionally,
The Company feels confident with the valuation currently on our books as we also have term sheets from other BESS development project
sellers in the market for BESS development projects for $0.065 - $0.105 per Watt.

August
7, 2025

Page 4

 7. Please
                                            reconcile the views expressed in your response to prior comment 14 on the prospect of realizability
                                            of the intangible asset balance, and the assumptions underlying your numerical assessments,
                                            with the disclosures on page 16, stating that you “...have insufficient working capital
                                            and cash flows to support operations, ...cannot
predict if [you] will achieve or maintain annual profitability in the near future or at all, ...[and] may not be able to execute [your]
business plan;” and the disclosures on page 17, stating “We cannot predict whether or when all permits required for a given
customer’s project will be granted or whether the conditions associated with the permits will be achievable.”

Response:
The Company acknowledges the Staff’s comment and we have included the risk factor language related to the current status of the
Company as we believe it is required. We have revised the risk factor to state that “… may not have sufficient working capital
and cash flows to support operations in the future” to better describe the risk.

We
are at the beginning of operations which consist of acquisition of development projects (intangible assets) and financing the building
of those projects through equity and debt partners to operational status. The Company has finalized a deal with RelyEZ for the mezzanine/equity
portion of the projects and will formalize the debt partners to fund the remaining approximately 80% of the required funds when at RTB
(ready to build status) for land agreements, any remaining permits, construction, equipment, and interconnection. We have purchased these
intangible assets to have projects to finance and build. By example, the Redbird BESS development project once accepted as a project
by RelyEZ into the JV program driven by our agreement will fund $8 million ($80,000/MW x 100MW estimated capacity) for the development
fees to Emergen and retain 20% of the JV. This example is 100MW of our 1,965MW development project portfolio. The Company also believes
these development projects could also be sold outright without a continuing ownership portion. The Company believes the actual intangible
asset value significantly exceeds the value paid for these assets and recorded on our financial statements.

 8. Provide
                                            us with the impairment assessment that you performed as of December 31, 2024 to comply with
                                            FASB ASC 350-30-35-18, including the quantitative assessment prescribed by subparagraph 19,
                                            and the qualitative assessments prescribed by subparagraphs 18B, C and D, if you had opted
                                            to also perform those assessments.

Response:
The Company acknowledges the Staff’s comment and the Company performed the appropriate qualitative assessment to determine that
there was no impairment of the intangible assets and no adjustment required to the carrying value of the intangible assets.

The
qualitative assessment included evaluating cost factor movements of the BESS industry, the general financial performance of the industry,
relevant legal and regulatory matters concerning the industry, company internal strategic direction and focus related to the Development
Assets, market demand and grid requirements, political and macroeconomic factors t