Bitech Technologies Corp Completes 01 Energy Acquisition

TL;DR

Bitech just bought 01 Energy & Transportation, Inc. and made some board changes.

AI Summary

Bitech Technologies Corp. announced on April 24, 2024, the completion of its acquisition of 100% of the issued and outstanding capital stock of 01 Energy & Transportation, Inc. The company also entered into a material definitive agreement related to this acquisition. Additionally, Bitech Technologies Corp. reported on the departure of certain officers and the election of new directors.

Why It Matters

This acquisition marks a significant strategic move for Bitech Technologies Corp., potentially expanding its operations into the energy and transportation sectors.

Risk Assessment

Risk Level: medium — Acquisitions inherently carry integration risks and potential financial complexities that could impact the company's performance.

Key Players & Entities

• Bitech Technologies Corp (company) — Filer
• 01 Energy & Transportation, Inc (company) — Acquired Company
• April 24, 2024 (date) — Date of Acquisition Completion

FAQ

Key Financial Figures

• $9,825,000 — BESS Development Fees . The sum of (i) $9,825,000 for prior actions of affiliates of Ener
• $0.03 — ects (the "BESS Initial Fee"); and (ii) $0.03 per watt for each applicable BESS Devel
• $19,200,000 — Solar Development Fees . The sum of (i) $19,200,000 for prior actions of affiliates of Ener
• $0.02 — ercent (50%) of the gross margin or (b) $0.02 per watt in cash, subject to such Other
• $5,000,000 — pany receiving net proceeds of at least $5,000,000, and at such time 15% of the proceeds f
• $240,000 — ovide respectively for a base salary of $240,000 for Mr. Tran and an award of stock opti
• $200,000 b — n Award Agreement discussed below and a $200,000 base salary for Mr. Johnson and an award
• $0.50 — the first 1/5th of the granted Options, $0.50 per share of Common Stock which may be
• $0.75 — he second 1/5th of the granted Options, $0.75 per share of Common Stock which may be
• $1.00 — the third 1/5th of the granted Options, $1.00 per share of Common Stock which may be
• $1.25 — he fourth 1/5th of the granted Options, $1.25 per share of Common Stock which may be
• $1.50 — the final 1/5th of the granted Options, $1.50 per share of Common Stock which may be
• $0.001 — 0 shares of the Company's Common Stock, $0.001 par value per share, in exchange for in
• $0.10 — Emergen's equity interests. Based on a $0.10 per share closing price of the Company'
• $22,222,200 — ommon stock issuable at the Closing was $22,222,200. Cole Johnson, President of the Company

Filing Documents

• form8-k.htm (8-K) — 115KB
• ex2-2.htm (EX-2.2) — 33KB
• ex10-1.htm (EX-10.1) — 418KB
• ex10-2.htm (EX-10.2) — 184KB
• ex10-3.htm (EX-10.3) — 102KB
• ex10-4.htm (EX-10.4) — 186KB
• ex10-5.htm (EX-10.5) — 101KB
• ex99-1.htm (EX-99.1) — 19KB
• 0001493152-24-017282.txt ( ) — 1498KB
• cttc-20240424.xsd (EX-101.SCH) — 3KB
• cttc-20240424_lab.xml (EX-101.LAB) — 34KB
• cttc-20240424_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Membership Interest Purchase Agreement and the Amendment As previously disclosed in the Current Report on Form 8-K filed by Bitech Technologies Corporation (the "Company") on April 15, 2024 with the Securities and Exchange Commission (the "SEC"), on April 14, 2024, the Company, Emergen Energy LLC, a Delaware limited liability company ("Emergen"), Bridgelink Development, LLC, a Delaware limited liability company ("Bridgelink") and C & C Johnson Holdings LLC, the sole member of Bridgelink ("C&C") entered into a Membership Interest Purchase Agreement (the "MIPA") (the "Business Combination"). On April 24, 2024, the Company, Emergen, Bridgelink and C&C entered into Amendment No. 1 to the MIPA (the "Amendment") to amend Section 2.02(b)(i) of the MIPA which provides that instead of expanding the Company's Board of Directors (the "Board") to five persons upon the closing of the Business Combination, the size of the Board will be expanded to four persons and name Cole Johnson to the Board as of the date of closing of the Business Combination. In addition, Amendment No. 1 requires the Company to expand the size of the Board to five persons, and thereafter to name to the Board two persons as named by the Company, two persons as named by Bridgelink, and one person jointly selected by the Company and Bridgelink, which person shall meet the requirements of being an "independent director" pursuant to the rules and regulations of the Nasdaq Stock Market. On April 24, 2024 (the "Closing") the Company completed the acquisition of Emergen pursuant to the MIPA whereby the Company issued 222,222,000 unregistered shares of its common stock to Emergen's sole member, C&C, an entity controlled by Cole Johnson who became an executive officer and director of the Company following the Closing, in exchange for 100% of Emergen's equity interests. Following the Closing, Mr. Johnson became the President of the Company's BESS and Sola

View Full Filing

View this 8-K filing on SEC EDGAR