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): October 13, 2023

BATTERY FUTURE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

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:

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:

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 on April 11, 2023, Battery Future Acquisition Corp. (“BFAC” or the “Company”) issued an unsecured convertible promissory note (the “Pala Note”) to Pala Investments Limited (“Pala”) with each advance not to exceed $500,000. Pursuant to the Pala Note, BFAC agreed to repay the outstanding principal amount of the Pala Note on the earlier of (i) June 16, 2023 (as may be extended in accordance with the terms of the Pala Note) and (ii) the effective date of a business combination (the “Maturity Date”). At any time on or prior to the Maturity Date, Pala may elect to convert the outstanding principal balance and interest accrued on the Pala Note into warrants to purchase Class A ordinary shares of BFAC at a conversion price equal to $1.00 per warrant (the “Warrants”). 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 December 17, 2021. The Pala Note bore interest at a rate of ten percent (10.00%) per annum. In the event that BFAC does not consummate a business combination, the Pala Note will be repaid only from amounts remaining outside of BFAC’s trust account, if any.

On August 8, 2023, the Company and Pala amended and restated the Pala Note (the “A&R Pala Note”) in order to (i) distinguish between loans made for the purposes of funding (x) the Company’s working capital requirements (the “Pala Working Capital Loans”) and (y) the Company’s trust account to extend the Company’s deadline to complete its business combination (the “Pala Trust Extension Loans”), (ii) only allow interest to accrue at a rate equal to twenty percent (20.00%) per annum, compounded annually, on any and all then-outstanding balance of the Pala Working Capital Loans, (iii) not allow any interest to accrue on the Pala Trust Extension Loans and (iv) permit up to $6,900,000 of Pala Trust Extension Loans to be converted into Warrants, subject to availability.

On October 12, 2023, the Company and Pala amended and restated the A&R Pala Note (the “Second A&R Pala Note”) to increase the aggregate principal amount available to be borrowed up to $1,250,000.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On October 12, 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 BFAC 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 November 17, 2023 (the “Extension”). The Extension is the fifth 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 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 Second A&R Pala Note. The Second A&R Pala 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.

At any time on or prior to the Maturity Date, Pala may elect to convert the outstanding principal balance of the Second A&R Pala Note into Warrants. 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 Second A&R Pala 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 Second A&R Pala Note:

The Second A&R Pala 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 Second A&R Pala Note does not purport to be complete and is qualified in its entirety by the terms and conditions of the Second A&R Pala 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:

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.