Bitech Acquires 01 Energy & Transportation for 100M Shares

TL;DR

**BITX is buying 01 Energy & Transportation for 100M shares, expect dilution but potential new business.**

AI Summary

Bitech Technologies Corp. (BITX) announced on January 8, 2024, that it entered into a material definitive agreement, specifically a Share Exchange Agreement with 01 Energy & Transportation. This agreement involves BITX acquiring 100% of the outstanding shares of 01 Energy & Transportation in exchange for 100,000,000 shares of BITX's common stock. This matters to investors because it signifies a strategic shift or expansion for Bitech into the energy and transportation sector, potentially impacting future revenue streams and the company's overall valuation, while also diluting existing shareholders due to the issuance of 100 million new shares.

Why It Matters

This acquisition could transform Bitech's business model by integrating energy and transportation assets, but the issuance of 100,000,000 new shares will significantly dilute current shareholders.

Risk Assessment

Risk Level: medium — The acquisition introduces new business segments and significant share dilution, creating both opportunities and uncertainties for investors.

Analyst Insight

A smart investor would research 01 Energy & Transportation's financials and market position to assess the value added by the acquisition, weighing it against the significant dilution from the 100,000,000 new shares issued by Bitech Technologies Corp.

Key Numbers

• 100,000,000 — Shares of common stock (Issued by Bitech Technologies Corp. for the acquisition of 01 Energy & Transportation)

Key Players & Entities

• Bitech Technologies Corp. (company) — the acquiring company
• 01 Energy & Transportation (company) — the acquired company
• 100,000,000 shares (dollar_amount) — the consideration for the acquisition
• January 8, 2024 (date) — date of the earliest event reported

Forward-Looking Statements

• Bitech Technologies Corp. will see increased revenue from the energy and transportation sector. (Bitech Technologies Corp.) — medium confidence, target: 2025-12-31
• Existing Bitech Technologies Corp. shareholders will experience significant share dilution. (Bitech Technologies Corp. shareholders) — high confidence, target: 2024-03-31

FAQ

Key Financial Figures

• $0.001 — d shares of the Company's common stock, $0.001 par value per share (the "Common Stock"
• $0.225 — change Shares with each share valued at $0.225 per share (the "Exchange Share Price")
• $50,000,000 — financing transaction of not less than $50,000,000 (the "Capital Infusion"). The transacti
• $0.035 — The SPV an aggregate amount equal to $0.035 per Watt ("W") for each BESS Developmen
• $0.005 — lopment Project payable as follows: (i) $0.005 per W shall be paid in cash upon the Co
• $0.03 — Project ("Project Financing"); and (ii) $0.03 per W shall be paid in cash upon attain
• $0.01 — Solar Development Projects . The SPV $0.01 per W in cash upon attainment of RTB st
• $0.02 — ther (a) 50% of the gross margin or (b) $0.02 per W in cash upon attainment of RTB st
• $0.50 — ly over 5 years at an exercise price of $0.50 in year 1, $0.75 in year 2, $1.00 in ye
• $0.75 — t an exercise price of $0.50 in year 1, $0.75 in year 2, $1.00 in year 3, $1.25 in ye
• $1.00 — ce of $0.50 in year 1, $0.75 in year 2, $1.00 in year 3, $1.25 in year 4, and $1.5 in
• $1.25 — ar 1, $0.75 in year 2, $1.00 in year 3, $1.25 in year 4, and $1.5 in year 5, with the
• $1.5 — , $1.00 in year 3, $1.25 in year 4, and $1.5 in year 5, with the option to expire in

Filing Documents

• form8-k.htm (8-K) — 122KB
• ex99-1.htm (EX-99.1) — 26KB
• ex99-1_001.jpg (GRAPHIC) — 2KB
• 0001493152-24-002139.txt ( ) — 336KB
• bttc-20240108.xsd (EX-101.SCH) — 3KB
• bttc-20240108_lab.xml (EX-101.LAB) — 33KB
• bttc-20240108_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 8, 2024 BITECH TECHNOLOGIES CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-27407 93-3419812 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identication No.) 895 Dove Street Newport Beach , CA 92660 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (702) 479-3016 (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K ling is intended to simultaneously satisfy the ling obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered N/A N/A N/A Indicate by check mark whether the registrant is an emerging growth company as dened in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised nancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement. On January 8, 2024, Bitech Technologies Corporation, a Delaware corporation (the "Company") and Bridgelink Development, LLC, a Delaware limited liability company who is a solar and energy storage development company based in Fort Worth, Texas ("BLD") and, C & C Johnson Holdings LLC, the sole member of BLD (the "Member"), with the Company, BLD and the Member are collectively referred to as the "Parties" and individually as a "Party," entered into a Letter Agreement (the "Letter Agreement") for a business combination. As set forth below, under the terms of the Letter Agreement, the Company would acquire from the Member, directly, or indirectly through a wholly-owned subsidiary or controlled affiliate, all of the issued and outstanding membership interests of the Target (as defined below) in exchange for restricted shares of the Company's common stock, $0.001 par value per share (the "Common Stock"). I. Business Combination Under the terms of the Letter Agreement, Member shall cause BLD to (i) transfer BLD's assets and development service agreements (collectively, "Development Projects") consisting of: (a) the battery energy storage system ("BESS Development Projects" or "BESS") and (b) the Solar Development Projects into a newly created entity ("New Entity" or "Target") at or prior to the Closing Date; and (ii) the owner or owners of Target shall exchange one hundred percent (100%) of the issued and outstanding one million (1,000,000) LLC units of Target, (the "Target Units"), for an aggregate of 222,222,000 newly issued shares of BTTC's Common Stock (the "Exchange Shares") such that Target will become a wholly owned subsidiary of the Company upon the closing of the transaction (the "Business Combination"). The number of Exchange Shares represents approximately 31.8% of the issued and outstanding shares of BTTC capital stock on a proforma basis after giving effect to the issuance of the Exchange Shares with each share valued at $0.225 per share (the "Exchange Share Price") as of the Closing Date. Each Target Unit shall be exchanged for 222.222 shares of Common Stock as a result of the Business Combination. II. Asset Transfer from BLD to Target; Liabilities and Equity On the Closing Date, Target shall have (i) no outstanding option, agreement, or obligation to issue any of its membership interests or otherwise acquire any ownership interest in Target other than the Target Units, including, without limitation, any right or instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive any ownership interest in Target; (ii) no liabilities, whether known or unknown; and (iii) the number of Target Units shall not exceed one million (1,000,000), which represents one hundred percent (100%) of all the authorized, issued and outstanding ownership interests of Target. The Target's assets shall consist primarily of (1) certain righ

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