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 8.01 Other Events.
On October 13, 2023, Battery Future Acquisition Corp. (the “Company”) filed a preliminary proxy statement on Schedule 14A (File No: 001-41158) for the purposes of calling an extraordinary general meeting of the Company’s shareholders (the “Meeting”) to approve, among other proposals, an amendment to and restatement of the Company’s Amended and Restated Articles of Association to, among other things, remove the monthly extension payment the Company must make into its trust account established in connection with the Company’s initial public offering (the “Trust Account”) to extend the date by which it has to consummate an initial business combination (the “Combination Period”) and allow for an extension of the Combination Period to June 17, 2024 without depositing additional funds in the Trust Account (the “Extension Payment Removal Proposal” and together with all other proposals to be voted on at the Meeting, the “Proposals”).
In connection with the Meeting, Battery Future Sponsor LLC (the “Sponsor”) and the Company intend to enter into a non-redemption agreement (the “Non-Redemption Agreement”) with one or several unaffiliated third-party shareholders of the Company in exchange for such shareholders agreeing to not redeem a to be determined number of Class A ordinary shares (“Non-Redeemed Shares”) at the Meeting. In exchange for the foregoing commitment to the Company to not redeem the Non-Redeemed Shares, the Sponsor intends to transfer to such shareholders a to be determined number of 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 such shareholders do not exercise their redemption rights with respect to the Non-Redeemed Shares in connection with the Meeting and the Proposals are approved. The aggregate number of Non-Redeemed Shares and aggregate number of Founder Shares to be transferred by the Sponsor are not yet known at this time. The Non-Redemption Agreements, if entered into, will increase the amount of funds that remain in the Company’s Trust Account following the Meeting.
As of October 12, 2023, there was $124,015,115.65 in the Company’s Trust Account, and the estimated per-share redemption price of the Company’s issued and outstanding Class A ordinary shares as of October 12, 2023 was $10.84.
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 attached hereto as Exhibit 10.1, which is 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 preliminary proxy statement (the “Proxy Statement”) relating to the Meeting, filed by the Company with the SEC on October 13, 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.
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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
| Exhibit No. | Description | |
| 10.1 | Form of Non-Redemption Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: October 16, 2023
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