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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 exchange act of 1934
Date
of report (date of earliest event reported): November 6, 2023
BATTERY FUTURE ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Cayman Islands |
|
001-41158 |
|
98-1618517 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
777 Brickell Ave., #500-97545
Miami,
FL 33131
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: 61 (460) 545-788
Not
Applicable
(Former
name or former address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Units,
each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant |
|
BFAC.U |
|
New York Stock Exchange |
Class
A ordinary shares, par value $0.0001 per share |
|
BFAC |
|
New York Stock Exchange |
Redeemable
warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
|
BFAC.WS |
|
New York Stock Exchange |
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 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)) |
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
1.01. | Entry
into a Material Definitive Agreement. |
As
previously disclosed in the definitive proxy statement filed by Battery Future Acquisition Corp. (the “Company”) with the
U.S. Securities and Exchange Commission (the “SEC”) on October 24, 2023 (the “Proxy Statement”), the Company
expects to hold an extraordinary general meeting of shareholders (the “Meeting”) to approve, among other proposals, an amendment
to the Company’s amended and restated articles of association to extend the date by which the Company must consummate an initial
business combination to June 17, 2024 (the “Extension” and together with all other proposals brought at the Meeting, the
“Proposals”) and remove the need to deposit additional funds into the Company’s trust account to effect such Extension.
On
November 6, 2023, the Company and Battery Future Sponsor LLC (the “Sponsor”) entered into non-redemption agreements (the
“Non-Redemption Agreements”) with unaffiliated third parties (the “Investors”) in exchange for such Investors
agreeing (i) to not redeem an aggregate of 687,500 Class A ordinary shares of the Company (“Class A Ordinary Shares”) sold
in its initial public offering (the “Non-Redeemed Shares”) in connection with the Meeting and (ii) to vote in favor of the
Proposals at the Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements).
In exchange for the foregoing commitment to not redeem such shares, the Sponsor has agreed to transfer to the Investors up to an aggregate
of 137,500 Class B ordinary shares of the Company (“Founder Shares”) held by the Sponsor contemporaneously with the closing
of the Company’s initial business combination, provided that the Investors do not exercise their redemption rights with respect
to the Non-Redeemed Shares in connection with the Meeting and the Proposals are approved.
The
Non-Redemption Agreements are expected to increase the likelihood that the Proposals are approved by the Company’s shareholders
and to increase the amount of funds that remain in the Company’s trust account following the Meeting, relative to the amount of
funds remaining in the trust account had the Non-Redemption Agreements not been entered into.
Neither
the Sponsor nor the Company’s directors or executive officers beneficially owned any Class A Ordinary Shares as of November 6,
2023, but such persons may choose to purchase Class A Ordinary Shares in the open market and/or through negotiated private transactions
prior to the Meeting at prices not to exceed the per-share pro rata portion of the Company’s trust account on November 6, 2023,
as described below. In the event that such purchases do occur, the purchasers may seek to purchase Class A Ordinary Shares from shareholders
who would otherwise have elected to redeem their shares. Any Class A Ordinary Shares so purchased will not be voted in favor of the Proposals.
In addition, the Company expects the Investors under the Non-Redemption Agreements to purchase at least 687,500 Class A Ordinary Shares
in the open market and/or through negotiated private transactions and elect not to redeem such shares in connection with the Meeting.
Any such open market and/or privately negotiated purchases will be effected at purchase prices that are no greater than the per-share
pro rata portion of the Company’s trust account on November 6, 2023. Any Class A Ordinary Shares so purchased by the Investors
will not be voted in favor of the Proposals.
The
per-share pro rata portion of the Company’s trust account on November 6, 2023 was approximately $10.87 per Class A Ordinary Share.
The closing price of the Class A Ordinary Shares on November 6, 2023 was $10.86.
The
foregoing summary of the Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the
form of Non-Redemption Agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.
Forward
Looking Statements
The
information included herein may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Statements regarding likelihood of the approval of Proposals, the number of Non-Redeemed Shares and number of
Founder Shares to be transferred in consideration thereof, the amount of cash in the Company’s trust account or our preliminary
estimated per-share redemption price, as well as all other statements other than statements of historical fact included in this document
are forward-looking statements. When used in this document, words such as “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “would”
and similar expressions, as they relate to us or our management team, identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Such forward-looking statements are based on the beliefs of management, as well
as assumptions made by, and information currently available to, the Company’s management. Forward-looking statements are not guarantees
of future performance, and actual results could differ materially from those contemplated by the forward-looking statements, so undue
reliance should not be placed on forward-looking statements. Forward-looking statements are subject to numerous conditions, risks, and
uncertainties, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section
of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission
(the “SEC”), under the “Risk Factors” section in the Company’s definitive proxy statement (the “Proxy
Statement”) relating to the Meeting, filed by the Company with the SEC on October 24, 2023, and in other reports filed by the Company
with the SEC. The Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as
a result of new information, future events or otherwise.
No
Offer or Solicitation
This
communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Additional
Information and Where to Find It
The
Company urges investors, shareholders and other interested persons to read the Proxy Statement as well as other documents filed by the
Company with the SEC, because these documents will contain important information about the Company and the Proposals. Shareholders may
obtain copies of the Proxy Statement, any amendments or supplements thereto and other documents containing important information about
the Company, once such documents are filed with the SEC, without charge, at the SEC’s website at www.sec.gov or by directing a
request to the Company’s proxy solicitor, Morrow Sodali LLC, at 33 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, Toll-Free
(800) 662-5200 or (203) 658-9400, Email: BFAC@investor.morrowsodali.com.
Participants
in Solicitation
The
Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from
the Company’s shareholders in respect of the Proposals. Information regarding the Company’s directors and executive officers
is available in its annual report on Form 10-K filed with the SEC. Additional information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests are contained in Proxy Statement, which may be obtained free of charge from
the sources indicated above.
Item
9.01. | Financial
Statements and Exhibits |
(d)
Exhibits:
EXHIBIT
INDEX
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
Battery
Future Acquisition Corp. |
|
|
|
|
|
By: |
/s/
Kristopher Salinger |
|
|
Name: |
Kristopher
Salinger |
|
|
Title: |
Chief
Financial Officer |
Dated:
November 6, 2023
v3.23.3
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