SPIN SPDR SSGA US Equity Premium Income ETF

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities and Exchange Act of 1934

 

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): ____January 28, 2025____

 

BITECH TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Delaware		000-27407		93-3419812
(State or Other Jurisdiction Of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

 

895 Dove Street, Suite 300

Newport Beach, CA 92660

(Address of principal executive offices, including zip code.)

 

(855) 777-0888

(Registrant’s telephone number, including area code.)

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Merger Act (17 CFR 240.14a -12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Merger Act (17 CFR 240.14d -2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Merger 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
Common Stock, par value $0.001 per share		BTTC		OTC Markets

 

Indicate by check mark whether the registrant is an emerging growth company as defined 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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On January 28, 2025, Bitech Technologies Corporation, now known as Bimergen Energy Corporation (the “Registrant”), filed a Certificate of Amendment (the “Amendment”) to its Certificate to Incorporation, as amended (the “Charter”) to: (i) effect a reverse stock split of its common stock, par value $0.001 per share (the “Common Stock”) at a ratio of 1 post-split share for every 140 pre-split shares (the “Reverse Split”); and (ii) to change the name of the Registrant to Bimergen Energy Corporation (the “Name Change”).

 

As previously reported, on October 9, 2024, a majority of the Registrant’s shareholders approved an amendment to the Charter to effect a reverse split of the Common Stock at a range between one-for-two (1:2) and one-for-one hundred sixty (1:160), with such ratio as the Board of Directors of the Registrant (the “Board”) may determine. On or about January 17, 2025, the Board approved the ratio of the Reverse Split of 1 for 140. The Name Change was approved by the unanimous written consent of the Board in accordance with Sections 141(f) and Section 228(a) of the Delaware General Corporation Law, and as such, no shareholder approval of the Name Change is required.

 

Aa a result of the Reverse Split, every 140 shares of the Registrant’s issued and outstanding Common Stock will be converted automatically into one issued and outstanding share of Common Stock. The Reverse Split will not change the number of authorized shares of Common Stock or the par value per share. Stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-140 reverse stock split. Following the Reverse Split, the number of shares of the Registrant’s outstanding Common Stock will be reduced from approximately 714,411,833 shares to approximately 5,104,000 shares. Fractional shares shall be rounded up to the nearest whole share in connection with the split.

 

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated into this Item 5.03 by reference.

 

Item 9.01 Financial Statements And Exhibits

 

(d)

Exhibits

 

Number		Description
3.1		Certificate of Amendment to Certificate of Incorporation filed on January 28, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 3, 2025	BIMERGEN ENERGY CORPORATION
	By:	/s/ Benjamin Tran
	Name:	Benjamin Tran
	Title:	Chief Executive Officer

 

 

 

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT TO

THE

CERTIFICATE OF INCORPORATION

 

OF

 

BITECH TECHNOLOGIES CORPORATION

 

(Pursuant to Section 242 of the

Delaware General Corporation Law)

 

Bitech Technologies Corporation. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

 

1.	Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Certificate of Incorporation (this “Certificate of Amendment”) amends the provisions of the Certificate of Incorporation of the Corporation, as amended (the “Charter”).

 

2.	This Certificate of Amendment has been approved and duly adopted by the Corporation’s Board of Directors and the stockholders in accordance with the provisions of Section 242 of the DGCL.

 

3.	Upon this Certificate of Amendment becoming effective, the Charter is hereby amended as follows:

 

ARTICLE FIRST of the Charter, as amended, is hereby amended and restated in its entirety to read as follows:

 

FIRST: The name of the corporation is BIMERGEN ENERGY CORPORATION.

 

ARTICLE FOURTH of the Charter, as amended, is hereby amended and restated in its entirety to read as follows:

 

FOURTH:

 

(a) This Corporation is authorized to issue two classes of stock, designated “Common Stock” and “Preferred Stock.” The total number of shares of Common Stock authorized to be issued is 1,000,000,000 shares, $0.001 par value per share. The total number of shares of Preferred Stock authorized to be issued is 10,000,000 shares, $0.001 par value per share, 9,000,000 shares of which have been designated Series A Convertible Preferred Stock.

 

(b) The undesignated Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized, to fix or alter the rights, preferences, privileges and restrictions of any wholly unissued series of Preferred Stock, and the number of shares constituting any such series or the designation thereof and to increase or decrease the number of shares of any such series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall so be decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of such series.

 

 

(c) Upon the filing and effectiveness (the “Effective Time”) of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, the shares of Common Stock issued and outstanding immediately prior to the Effective Time shall be reclassified as, and shall be combined and changed into, a smaller number of shares such that each one hundred forty (140) shares of issued Common Stock immediately prior to the Effective Time shall be reclassified into, and shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined and changed into and become, one (1) validly issued, fully-paid and nonassessable share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “Reverse Stock Split”). Notwithstanding the foregoing, no fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, upon receipt after the Effective Time by the Corporation’s transfer agent of a properly completed and duly executed transmittal letter and, where shares are held in certificated form, upon surrender after the Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time (after taking into account and aggregating all fractional shares of post-Reverse Stock Split Common Stock otherwise issuable to such holder), shall receive one whole share of Common Stock in lieu of such fractional share. From and after the Effective Time, certificates representing Common Stock outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the Corporation or the respective holders thereof, represent the number of whole shares of post-Reverse Stock Split Common Stock into which the shares of pre-Reverse Stock Split Common Stock shall have been reclassified (as well as the right to receive one whole share of Common Stock in lieu of any fractional share of post-Reverse Stock Split Common Stock, after taking into account and aggregating all fractional shares of post-Reverse Stock Split Common Stock otherwise issuable to such holder) pursuant to the foregoing provisions; provided, however, that each holder of record of a certificate that represented shares of pre- Reverse Stock Split Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of post-Reverse Stock Split Common Stock into which the shares of pre-Reverse Stock Split Common Stock represented by such certificate shall have been combined pursuant to the Reverse Stock Split; provided further, that any dividends or other distributions that may be declared after the Effective Time with respect to the number of post-Reverse Stock Split shares of Common Stock represented by that certificate will be withheld by the Corporation until that certificate has been properly presented for exchange, at which time all such withheld dividends that have not yet been paid to a public official pursuant to relevant abandoned property or escheat laws will be paid to the holder thereof or the holder’s designee, without interest. The Reverse Stock Split shall be effected on a record holder- by-record holder basis, such that any fractional shares of post- Reverse Stock Split Common Stock resulting from the Reverse Stock Split and held by a single record holder shall be aggregated.”

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of this 27^th day of January, 2025

 

	BITECH TECHNOLOGIES CORPORATION
	By:	/s/ Benjamin Tran
	Name:	Benjamin Tran
	Title:	Chief Executive Officer

 

 

v3.25.0.1

Cover	Jan. 28, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 28, 2025
Current Fiscal Year End Date	--12-31
Entity File Number	000-27407
Entity Registrant Name	Bimergen Energy Corp
Entity Central Index Key	0001066764
Entity Tax Identification Number	93-3419812
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	895 Dove Street
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Newport Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92660
City Area Code	(855)
Local Phone Number	777-0888
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	BTTC
Entity Emerging Growth Company	false

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