UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement |
As approved by its shareholders at an extraordinary general meeting of shareholders held on June 12, 2023 (the “Meeting”), on June 12, 2023, Battery Future Acquisition Corp. (the “Company” or “BFAC”) entered into an amendment (the “Trust Amendment”) to the investment management trust agreement, dated as of December 14, 2021, with Continental Stock Transfer & Trust Company (the “Trust Agreement”). Pursuant to the Trust Amendment, (a) the Company has the right to extend the date by which it has to complete a business combination (the “Combination Period”) up to twelve (12) times for an additional one (1) month each time from June 17, 2023 to June 17, 2024 by depositing into the Company’s trust account (the “Trust Account”), for each one-month extension, the lesser of $0.03 per outstanding share and $250,000, until the earlier of (i) the completion of a business combination and (ii) the announcement of the Company’s intention to wind up its operations and liquidate and (b) the Company shall hold the trust assets solely in cash in an interest-bearing demand deposit account at a bank from and after the effectiveness of the Trust Amendment
The foregoing description of the Trust Amendment is a summary only and is qualified in its entirety by reference to the full text of the Trust Amendment which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As approved by its shareholders at the Meeting on June 12, 2023, the Company adopted its Second Amended and Restated Memorandum and Articles of Association on June 12, 2023 (the “Charter Amendment”), giving the Company the right to extend the date by which it has to consummate a business combination (the “Combination Period”) up to twelve (12) times for an additional one (1) month each time, from June 17, 2023 to June 17, 2024, by depositing into the Trust Account the lesser of (i) $0.03 per outstanding share and (ii) $250,000 (the “Extension Payment”), until the earlier of (a) the completion of a business combination and (b) the announcement of the Company’s intention to wind up its operations and liquidate.
The foregoing description of the Charter Amendment is a summary only and is qualified in its entirety by reference to the full text of the Charter Amendment, which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 12, 2023, the Company held the Meeting. At the Meeting, the Company’s shareholders approved the following proposals: (1) a proposal to approve by special resolution an amendment of BFAC’s Amended and Restated Memorandum and Articles of Association to give the Company the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time, from June 17, 2023 to June 17, 2024, by depositing into the Trust Account the Extension Payment, until the earlier of (a) the completion of a business combination and (b) the announcement of the Company’s intention to wind up its operations and liquidate (the “Charter Amendment Proposal”), and (2) a proposal to approve an amendment to the Trust Agreement to (a) provide the Company the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time from June 17, 2023 to June 17, 2024 by depositing into the Trust Account, for each one-month extension, the Extension Payment and (b) provide that the company shall hold the trust assets solely in cash in an interest-bearing demand deposit account at a bank from and after the effectiveness of the Charter Amendment and the Trust Amendment (the “Trust Amendment Proposal”).
The Charter Amendment Proposal and the Trust Amendment Proposal presented at the Meeting were approved by the Company’s shareholders. The final voting results for each Proposal are set forth below.
Charter Amendment Proposal
The Charter Amendment Proposal was approved by special resolution of the Company’s shareholders, and received the following votes:
| BFAC Ordinary Shares |
BFAC Ordinary Shares |
BFAC Ordinary Shares | ||
| 31,699,310 |
86,228 | 0 |
Trust Amendment Proposal
The Trust Amendment Proposal was approved by ordinary resolution of the Company’s shareholders, and received the following votes:
| BFAC Ordinary Shares |
BFAC Ordinary Shares |
BFAC Ordinary Shares | ||
| 31,699,310 |
86,228 | 0 |
| Item 8.01. | Other Events. |
In connection with the shareholders’ vote at the Meeting, 23,063,075 Class A ordinary shares of the Company exercised their right to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. As a result, approximately $242.4 million (approximately $10.51 per share) will be removed from the Trust Account to pay such holders and approximately $119.6 million will remain in the Trust Account. Following the aforementioned redemptions, BFAC will have 20,061,925 ordinary shares outstanding, which includes 11,436,925 Class A ordinary shares and 8,625,000 Class B ordinary shares.
On June 12, 2023, the Company issued a press release (the “Press Release”), a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that, on June 12, 2023, its sponsor, Battery Future Sponsor LLC (the “Sponsor”), requested that the Company extend the date by which BFAC has to consummate a business combination from June 17, 2023 to August 17, 2023 (the “Extension”). The Extension is the first two of up to twelve one-month extensions permitted under BFAC’s Second Amended and Restated Memorandum and Articles of Association. In connection with such Extension, the Sponsor has notified BFAC that it intends to cause an aggregate of $500,000 (the “Extension Payment”) to be deposited into the Trust Account on or before June 17, 2023.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit |
Description | |
| 3.1 | Second Amended and Restated Articles of Association, dated June 12, 2023. | |
| 10.1 | Amendment to the Investment Management Trust Agreement, dated June 12, 2023, by and between Battery Future Acquisition Corp. and Continental Stock Transfer & Trust Company. | |
| 99.1 | Press Release, dated as of June 12, 2023. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |
SIGNATURES
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 | |||||
| Date: June 12, 2023 | ||||||