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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Securities registered pursuant to Section 12(b) of the Act:
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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:
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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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On August 15, 2023, an aggregate of $250,000 (the “Extension Payment”) was deposited by Pala Investment Limited, a Jersey limited liability company (“Pala”), into the trust account of Battery Future Acquisition Corp. (“BFAC” or the “Company”) for BFAC’s public shareholders, representing $0.024 per public share, which enables BFAC to extend the period of time it has to consummate its initial business combination by one month to September 17, 2023 (the “Extension”). The Extension is the third of up to twelve one-month extensions permitted under BFAC’s governing documents and provides BFAC with additional time to complete its business combination.
Pala loaned the Extension Payment (the “Pala Trust Extension Loan”) to BFAC in order to support the Extension and caused the Extension Payment to be deposited in BFAC’s trust account for its public shareholders. This Extension Payment was evidenced by the unsecured convertible promissory note previously issued by BFAC to Pala on April 5, 2023 (as amended, the “Note”). The Note will be due and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the business combination is consummated and (ii) the date of the Company’s liquidation. Pursuant to the Note, interest shall accrue at a rate of twenty percent (20.00%) per annum on the Pala Trust Extension Loan.
At any time on or prior to the Maturity Date, Pala may elect to convert the outstanding principal balance of the Note into warrants to purchase Class A ordinary shares of BFAC at a conversion price equal to $1.00 per warrant. The terms of such warrants issued in connection with such conversion shall be identical to the warrants issued to Pala in connection with BFAC’s initial public offering that closed on December 17, 2021. In the event that BFAC does not consummate a business combination, the Note will be repaid only from amounts remaining outside of BFAC’s trust account, if any.
The following events constitute events of default under the Note:
| 1. | Failure to make the required payments under the Note when due; |
| 2. | The voluntary liquidation of BFAC; and |
| 3. | The involuntary bankruptcy of BFAC. |
The Note was issued pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by the terms and conditions of the Note, the form of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit |
Description | |
| 10.1 | Promissory Note, dated as of April 5, 2023 (as amended) (incorporated by reference to the Company’s Form 8-K (File No. 001-41158), filed with the SEC on August 10, 2023). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: August 16, 2023 | ||||||